10KSB

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the fiscal year ended December 31, 2000

                                      OR

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the transition period from _________to_________

                        Commission file number 0-19724

                      PROTEIN POLYMER TECHNOLOGIES, INC.
       (Exact name of small business issuer as specified in its charter)

               Delaware                             33-0311631
   (State or Other Jurisdiction of                 (IRS Employer
   Incorporation or Organization)               Identification No.)

                10655 Sorrento Valley Road, San Diego, CA  92121
                    (Address of Principal Executive Offices)

                   Issuer's Telephone Number:  (858) 558-6064

       Securities registered pursuant to Section 12(b) of the Act:  None

          Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
   --------    --------

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [  ]

The issuer's revenues for the most recent fiscal year were $1,189,495.

The aggregate market value of the voting stock held by non-affiliates of the
issuer on February 16, 2001 was $6,935,027.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  As of February 16, 2001, 18,910,313
shares of common stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Definitive Proxy Statement to be filed no later than April 30, 2001 pursuant to
Regulation 14A with respect to the Registrant's 2001 Annual Meeting of
Stockholders (incorporated by reference in Part III).

Transitional Small Business Disclosure Format:  Yes      No  X
                                                   -----   -----
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                       PROTEIN POLYMER TECHNOLOGIES, INC.

                                  FORM 10-KSB
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                               TABLE OF CONTENTS







                                                                                  Page No.
                                                                                  --------
                                                                                
PART I......................................................................          2

  Item 1.    Business.......................................................          2

  Item 2.    Properties.....................................................         18

  Item 3.    Legal Proceedings..............................................         18

  Item 4.    Submission of Matters to a Vote of Security Holders............         18


PART II.....................................................................         19

  Item 5.    Market for Common Equity and Related
             Stockholder Matters............................................         19

  Item 6.    Management's Discussion and Analysis of Financial Condition and
             Results of Operations..........................................         22

  Item 7.    Financial Statements...........................................        F-1

  Item 8.    Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure...........................................         27


PART III....................................................................         27

  Items 9, 10, 11 and 12 - Incorporated by Reference

  Item 13.   Financial Statements, Exhibits and Reports on Form 8-K.........         27

  Signatures................................................................         33


                                       1


                                     PART I

Item 1.  Business

Company Background

     Protein Polymer Technologies, Inc., a Delaware corporation ("PPTI") is a
development-stage biotechnology company incorporated on July 6, 1988 and is
engaged in the research, development, production and clinical testing of medical
products based on its proprietary protein-based biomaterials technology. Since
1992, we have focused primarily on developing materials technology and products
to be used in the surgical repair of tissue: surgical adhesives and sealants;
soft tissue augmentation products; wound healing matrices; drug delivery
formulations; and surgical adhesion barriers. We have also developed coating
technology that can efficiently modify and improve the surface properties of
more traditional biomedical devices. A common goal is to develop materials that
beneficially interact with human cells, enabling cell growth and the
regeneration of tissues with improved outcomes as compared to current products
and practices.

     We began studies to identify our most promising biomaterial formulations
for use in soft tissue augmentation products in 1996. We devoted increased
resources to the program through 1997 and 1998, and with promising preclinical
test results, we focused on preparations for human clinical testing in 1999.

     In December 1999, we initiated human clinical testing of our urethral
bulking agent for the treatment of female stress urinary incontinence. This
pilot clinical study is ongoing. The Investigational Device Exemption ("IDE")
approved by the U.S. Food and Drug Administration ("FDA") allows us to test the
safety and effectiveness of the incontinence product in women over the age of 40
who have become incontinent due to the shifting of their bladder or the
weakening of the muscle at its base that controls the flow of urine, or both
problems combined.

     We estimate that more than 2.5 million women begin to experience stress
urinary incontinence in the United States each year. In most untreated cases,
the problem becomes progressively more pronounced. Due to limited efficacy or
invasiveness of current treatments, only a small proportion of the women
experiencing stress urinary incontinence are clinically treated, relying instead
on pads and plugs and the like that only address the symptoms. In contrast, our
product is injected, typically in an out patient procedure, into urethral tissue
at the base of the bladder forming a solid implant that provides support to the
muscles controlling the flow of urine. We believe that our product, if approved,
will prove to be easy for the physician to use, offer enduring effectiveness,
and avoid most of the other limitations of urethral bulking products on the
market or in development.

     In January 2000, we established a strategic alliance with Femcare, Ltd.
("Femcare") for the commercialization of the incontinence product in Europe and
Australia. In the agreement, Femcare is responsible for clinical testing,
regulatory approval, and product sales and marketing within these territories,
and we are responsible for product manufacturing. Contingent on successful
clinical trials, commercialization of the product in Europe is expected to begin
more than a year before approval for marketing the product in the United States
could be obtained.

                                       2


     The soft tissue augmentation materials and technology underlying the
incontinence product have the potential to be effective and desirable in a
number of other clinical applications. In November 2000, the FDA approved our
IDE to begin human clinical testing of a tissue augmentation product for use in
cosmetic and reconstructive surgery applications. The product is injected into
or under the skin for the correction of contour deficiencies (facial lines,
wrinkles, scars, etc.) caused by aging or disease. We expect to initiate our
pilot clinical study for this application in the first quarter of 2001 to the
extent resources are available.

     We estimate that approximately 350,000 cosmetic tissue augmentation
procedures using injected materials (e.g. collagen, fat) were performed in the
U.S in 1998, having grown over 20% compared to 1996. With a product
demonstrating greater durability than currently available materials, we believe
the number of procedures could grow dramatically.

     Between 1994 and 1997, our efforts were focused predominantly on the
development of surgical adhesive and sealant technology. As part of this effort,
we targeted the establishment of a strategic alliance with a market leader in
the field of surgical wound closure products which led to the execution of
comprehensive license, supply and development agreements in September 1995, with
Ethicon, Inc. ("Ethicon"), a subsidiary of the Johnson & Johnson Company
("J&J"). Ethicon elected to terminate these agreements in December 1997.

     We have demonstrated both the adhesive performance and the biocompatibility
of our product formulations in animal models, including the resorption of the
adhesive matrix in conjunction with the progression of wound healing. We are
committed to the commercial development of our adhesive and sealant technology.
Subsequent to the termination of the Ethicon agreement, we have worked to
determine the most significant market and product opportunities for its use. We
are seeking to establish new strategic alliances with leaders in those markets.

     Our cash balance as of December 31, 2000 was $866,000. We believe this
amount is sufficient to fund operations through March 2001. Substantial
additional capital resources will be required to fund continuing expenditures
related to our research, development, manufacturing and business development
activities. We believe there may be a number of alternatives available to meet
the continuing capital requirements of our operations, such as collaborative
agreements and public or private financings. During 2001, we expect that the
possible exercise of other existing warrants could result in additional funds
for continuing operations. Further, we are currently in preliminary discussions
with a number of potential collaborative partners and, based on the results of
various materials evaluations, funding in the form of license fees, milestone
payments or research and development reimbursements could be generated.  There
can be no assurance that any of these fundings will be consummated in the
necessary timeframes needed for continuing operations or on terms favorable to
us. If adequate funds are not available, we will be required to significantly
curtail our operating plans and may have to sell or license out significant
portions of our technology or potential products. (See the Liquidity and Capital
Resources section of Management's Discussion and Analysis of Financial Condition
and Results of Operations for further discussion.)

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     To the extent sufficient resources are available, we continue to research
the use of our protein polymers for other tissue repair and medical device
applications, principally for use in tissue engineering matrices and drug
delivery devices.

     Through 1999, we marketed specialty use products for in vitro cell culture
applications including SmartPlastic/(R)/ and ProNectin/(R)/ F Cell Attachment
Factor. ProNectin F was launched commercially in 1991. SmartPlastic is ProNectin
F Activated Cultureware where ProNectin F is presented in ready to use form on
the surfaces of disposable plastic labware for culturing human and animal cells.
SmartPlastic was launched commercially in 1995. In 1998 we discontinued direct
sales of our cell culture products, and in February 2000, we sold all rights to
the use of the technology for in vitro cell culture applications, the product
trademarks, and remaining inventory to Sanyo Chemical Industries, Ltd.

     Prior to 1992, our scientists had successfully demonstrated the ability to
create and produce novel protein polymer materials having important physical,
biological and chemical properties. During this period, most of the our efforts
were dedicated to supplying E. I. DuPont de Nemours & Co. ("DuPont") with
materials under contract for DuPont's proprietary research and testing purposes.

Technology

     We are focused on developing products to improve medical and surgical
outcomes, based on an extensive portfolio of proprietary biomaterials.
Biomaterials are materials that are used to direct, supplement, or replace the
functions of living systems. The interaction between materials and living
systems is dynamic. It involves the response of the living system to the
materials (e.g., biocompatibility) and the response of the materials to the
living system (e.g., degradation). The requirements for performance within this
demanding biological environment have been a critical factor in limiting the
myriad of possible metal, polymer, and ceramic compositions to a relatively
small number that to date have been proven useful in medical devices.

     The goal of biomaterials development historically has been to produce inert
materials, i.e., materials that elicit little or no response from the living
system. However, we believe that such conventional biomaterials are constrained
by their inability to convey appropriate messages to the cells that surround
them, the same messages that are conveyed by proteins in normal human tissues.

     The products we have targeted for development are based on a new generation
of biomaterials which have been designed to be recognized and accepted by human
cells, to aid in the natural process of bodily repair (including the healing of
tissue and the restoration or augmentation of its form and function), and,
ultimately, to promote the regeneration of tissues. We believe that the
successful realization of these properties will substantially expand the role
that artificial devices can play in the prevention and treatment of human
disability and disease, and enable the culture of native tissues for successful
reimplantation.

     Through our proprietary core technology, we produce high molecular weight
polymers that can be processed into a variety of material forms such as gels,
sponges, films, and fibers, with their physical strength and rate of resorption
tailored to each potential product application.

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These polymers are constructed of the same amino acids as natural proteins found
in the body. We have demonstrated that our polymers can mimic the biological and
chemical functions of natural proteins and peptides, such as the attachment of
cells through specific membrane receptors and the ability to participate in
enzymatic reactions, thus overcoming a critical limitation of conventional
biomaterials. In addition, materials made from our polymers have demonstrated
excellent biocompatibility in a variety of preclinical feasibility studies.

     Our patented core technology enables messages that direct activities of
cells to be precisely formulated and presented in a structured environment
similar to what nature has demonstrated to be essential in creating, maintaining
and restoring the body's functions. Our protein polymers are made by combining
the techniques of modern biotechnology and traditional polymer science. The
techniques of biotechnology are used to create synthetic genes that direct the
biological synthesis of protein polymers in recombinant microorganisms. The
methods of traditional polymer science are used to design novel materials for
specific product applications by combining the properties of individual
"building block" components in polymer form.

     In contrast to natural proteins, either isolated from natural sources or
produced using traditional genetic engineering techniques, our technology
results in the creation of new proteins with unique properties. We have
demonstrated an ability to create materials that:

     . combine properties of different proteins found in nature;
     . reproduce and amplify selected activities of natural proteins;
     . eliminate undesired properties of natural proteins; and
     . incorporate synthetic properties via chemical modifications.

     This ability is fundamental to our current primary product research and
development focus -- tissue repair and regeneration. Tissues are highly
organized structures made up of specific cells arranged in relation to an
extracellular matrix ("ECM"), which is principally composed of proteins. The
behavior of cells is determined largely by their interactions with the ECM.
Thus, the ability to structure the cells' ECM environment allows the protein
messages they receive -- and their activity -- to be controlled.  Similar to
what nature has demonstrated to be essential in creating, maintaining and
restoring the body's functions, our patented core technology enables messages
that direct activities of cells to be precisely formulated and presented in a
structured environment.

Fundamental Protein Polymers

     PPTI's primary products under development are based on protein polymers
combining selected properties from two of the most extraordinary structural
proteins found in nature: silk and elastin. Silk, based upon its crystalline
structure, has long been known as an incredibly strong material, and has a long
history of medical use in humans as a material for sutures. Elastin fibers are
one of the most remarkable rubber-like materials ever studied. Found in human
tissues such as skin, lungs and arteries, elastin fibers must expand and
contract over a life time, and can be extended nearly three times their resting
length without damaging their flexibility.

     Despite the incredible individual properties of silk and elastin, neither
of these natural protein materials is capable of being processed into forms
other than what nature has provided

                                       5


without destroying their valuable materials properties. However, our proprietary
technology has enabled the creation of polymers that combine the repeating
blocks of amino acids responsible for the strength of silk and the elasticity of
elastin. By precisely varying the number and sequence of the different blocks in
the assembled protein polymer, new combinations of properties suitable for
various medical applications have been created.

     We have also created protein polymers based on repeating blocks of amino
acids found in two other classes of structural proteins found in nature:
collagen and keratin. Collagen is the principal structural component of the
body, found in some shape or form in virtually every tissue, ranging from shock
absorbing cartilage to light transmitting corneas. Keratin is a major component
in hair, nails and skin. The development of materials based on these polymers is
at an early stage of research.

Product Candidates and Anticipated Markets

     Our technology and materials have the potential to create products and
product applications in a variety of medical and specialty use markets. Our
current development efforts are principally focused on preparations for scale-up
and validation of manufacturing processes for our hydrogel bulking agents for
soft tissue augmentation. However, opportunities for research and development of
product candidates for other medical and specialty use continue to be evaluated,
particularly those based on our tissue adhesive and sealant technology.

     All of our product candidates are subject to preclinical and clinical
testing requirements for obtaining U.S. Food and Drug Administration's ("FDA's")
marketing approval. The actual development of product candidates, if any, will
depend on a number of factors, including the availability of funds required to
research, develop, test and obtain necessary regulatory approvals; the
anticipated time to market; the potential revenues and margins that may be
generated if a product candidate is successfully developed and commercialized;
and the Company's assessment of the potential market acceptance of a product
candidate.

     Soft Tissue Augmentation

     Conditions where there is a need to augment the body's soft tissues include
both cosmetic and medical applications. In the former, for example, current
procedures include the injection of collagen-based materials to smooth out
facial wrinkles, acne scars and to modify lip contours. However, these
treatments only last a matter of months, which puts them economically out of
reach for a large portion of the population of people who would otherwise desire
the procedure.

    Medical applications include the treatment of stress urinary incontinence,
gastroesophageal reflux, fecal incontinence, the reversible blockage of
fallopian tubes for birth control, the augmentation of vocal chords, and the
expansion of gingival tissues impacted by periodontal disease. We believe there
is a lack of materials with suitable properties for these applications,
primarily because materials having the required durability in vivo either lack
the requisite biocompatibility or the ability to be easily injected.

     We have developed protein polymers that demonstrate excellent
biocompatibility, are soluble in water at room temperature, and are easily
injected into body tissues, irreversibly

                                       6


forming soft, durable gels at body temperature. Previously, we have shown gels
of similar composition to persist at least 18 months in an animal model.

     Our bulking agents are unique in that they are applied as an aqueous
solution, easily injected through a 30-gauge needle, rapidly spreading
throughout the native tissue architecture. With the increase from room to body
temperature, the polymer solution irreversibly transforms within minutes to a
soft, pliable hydrogel. Importantly, the volume of material remains constant in
the liquid to gel transition, such that the tissue expansion observed by the
physician upon administration will be subsequently maintained.

     This is in direct contrast to the majority of competing technologies, which
are suspensions or slurries of solid particles in an aqueous carrier such as
saline. When injected through a fine gauge needle, with some difficulty due to
their thick constitution, the carrier liquid dissipates through the tissues with
time, usually within 24 hours, such that roughly half of the effective bulking
volume is lost. This requires the physician to either overcompensate for the
expected volume reduction upon initial administration, with increased risks to
the patient, or to "top off" the bulking effect with repeated administrations of
the product over time, with substantially increased costs.

     Other hydrogel technologies of which we are aware are either preformed
gels, difficult to administer by injection, or polymer solutions mixed with a
chemical cross-linking agent prior to injection. We believe that such
technologies are limited in their overall performance including durability,
biocompatibility and ease of administration.

     In August 1999, we obtained the FDA's approval of our Investigational
Device Exemption ("IDE") to begin human clinical testing of our urethral bulking
agent for the treatment of female stress urinary incontinence. We began pilot
clinical testing of the product's safety and efficacy in December 1999. We
project expanding into a multi-site pivotal clinical study in the first quarter
of 2002 to the extent resources are available.

     In November 2000, we obtained the FDA's approval of our IDE to begin human
clinical testing of a tissue augmentation product for use in cosmetic and
reconstructive surgery applications. The product is injected into or under the
skin for the correction of contour deficiencies (facial lines, wrinkles, scars,
etc.) caused by aging or disease. We expect to initiate our pilot clinical study
for this application in the first quarter of 2001, potentially expanding into a
multi-site pivotal clinical study also in the first quarter of 2002 to the
extent resources are available.

     Surgical Adhesives and Sealants

     Certain surgical adhesives and sealants that seek to avoid the limitations
of sutures, staples, pins and screws have been developed and marketed outside
the United States by other parties. In 1998, the FDA approved two such products
for certain uses in the U.S. DermaBond(TM), a cyanoacrylate adhesive, was
approved for topical application to close skin incisions and lacerations.
Cyanoacrylate adhesives set fast and have high strength, but are toxic to
certain tissues and form brittle plastics that do not resorb. These limitations
restrict their use to bonding the outer surfaces of skin together. Tisseel(TM),
a fibrin sealant, was approved for use as an adjunct

                                       7


to hemostasis in surgery. Fibrin sealants have excellent hemostatic properties,
but are derived from human and/or animal blood products, set slowly, have low
strength, and lose their strength rapidly.

     A third category of tissue adhesives combines natural proteins such as
collagen or albumin with aldehyde cross-linking agents. Such products are
marketed in Europe for limited life-threatening indications. The aldehyde cross-
linking agents employed (i.e. glutaraldehyde, formaldehyde) in such products are
known to cause adverse tissue reactions. Additional adhesive and/or sealant
products employing other polymer systems and cross-linking agents are also under
development.

     We are seeking to develop surgical adhesives and sealants that combine the
biocompatibility of fibrin glues (without the risks associated with use of
blood-derived products) with the high strength and fast setting times of
cyanoacrylates. Unique features include significant elasticity within the
adhesive matrix (to move as tissues move) and the capability of tailoring the
resorption rate of the adhesive matrix with the rate at which the wound heals. A
non-resorbable adhesive or sealant can only be used where the damaged tissues
will not heal. Otherwise, a barrier to wound healing is unavoidably created.

     In September 1995, we entered into a series of agreements with Ethicon
regarding this program. Ethicon elected to terminate these agreements in
December 1997. However, we had previously demonstrated both the adhesive
performance and the biocompatibility of our product formulations in animal
models, including the resorption of the adhesive matrix in conjunction with the
progression of wound healing. Subsequently, we have worked to determine the
specific markets and products providing the most significant opportunities for
the use of our adhesive and sealant technology.

     As a result of our evaluations of the medical market needs, the properties
achievable with our technology, and the capabilities of competitive
technologies, we have focused our product development interests on certain
orthopedic applications, particularly those related to the repair of the spinal
disc for the treatment of chronic low back pain. Low back pain is the most
common musculoskeletal disorder in industrialized societies. We are committed to
the commercial development of our adhesive and sealant technologies and are
seeking to establish new strategic alliances with market leaders. However, there
can be no assurance that such alliances will be entered into.

     Wound Healing/Tissue Engineering Matrices

     The current market for wound care products is highly segmented, involving a
variety of different approaches to wound care. Products currently marketed and
being developed by other parties include fabric dressings (such as gauze),
synthetic materials (such as polyurethane films) and biological materials (such
as growth factors and living tissue skin graft substitutes). While the type of
product used varies depending on the type of wound and extent of tissue damage,
we believe that a principal treatment goal in all instances is to stimulate
wound healing while regenerating functional (as opposed to scar) tissue.

                                       8


     We have developed protein polymers which we believe may be useful in the
treatment of dermal wounds, particularly chronic wounds such as decubitous
ulcers, where both reconstruction of the ECM and re-establishment of its
function are desired. These polymers, based on key ECM protein sequence blocks,
are biocompatible, fully resorbable and have been processed into gels, sponges,
films and fibrous sheets. We believe that such materials, if successfully
developed, could improve the wound-healing process by providing physical support
in situ for cell migration and tissue regeneration and as delivery systems for
growth factors. Additionally, such materials may serve as scaffolds for the ex
vivo production of living tissue substitutes.

     This program is in the early stages of research, which we have principally
conducted in collaboration with third parties. Such collaborations have
primarily focused on the treatment of dermal wounds.

     Controlled Release Drug Delivery

     Oral delivery of drugs is the most preferred route of administration.
However, for many drugs this is not possible and alternative drug delivery
routes are required. Alternative routes include transdermal, mucosal, and by
implantation or injection. For implantation or injection, it is often desirable
to extend the availability of the drug in order to minimize the frequency of
these invasive procedures. A few materials have been commercialized which act as
depots for a drug when implanted or injected, releasing the drug over periods
ranging from one month to several years. Other material and drug combinations
are being developed by third parties. We believe that the properties of these
materials for such applications can be substantially improved upon, making
available the use of depot systems for a wider range of drugs and applications.

     Our soft tissue augmentation products, wound healing matrices, and medical
device coating technology all provide platforms for drug delivery applications,
serving as controlled release drug depots. The protein polymer materials we have
developed exhibit exceptional biocompatibility, provide for control over rates
of resorption, and are fabricated using aqueous solvent systems at ambient
temperatures -- attributes which can be critical in maintaining the activity of
the drug, particularly protein-based drugs emerging from the biotechnology
industry. This program is in the early stages of research.

Manufacturing, Marketing and Distribution

     Preclinical and clinical testing of potential medical device products,
where the results will be submitted to the FDA, requires compliance with the
FDA's Good Laboratory Practices ("GLP") and other Quality System Regulations
("QSR"). We have implemented, and continue to implement, polymer production and
quality control procedures, and have made certain facilities renovations to
operate in conformance with FDA requirements. We believe our current polymer
production capacity is sufficient for supplying our development programs with
the required quality and quantity of materials needed for feasibility and
preclinical testing and initial ("pilot") clinical testing. To expand beyond
initial clinical trials, we will require additional manufacturing capacity.

                                       9


     We are considering several methods for increasing production of our
biomedical and other product candidates to meet clinical and commercial
requirements. For example, we may expand our existing facility to produce needed
quantities of materials under FDA's GLP and QSR regulations for clinical and
commercial use. Alternatively, we may establish external contract manufacturing
arrangements for needed quantities of materials. However, there can be no
assurance that such arrangements, if desired, could be entered into or
maintained on acceptable terms, if at all, or that the existence or maintenance
of such arrangements would not adversely affect the our margins or our ability
to comply with applicable governmental regulations. The actual method, or
combination of methods, that we may ultimately pursue will depend on a number of
factors, including availability, cost and our assessment of the ability of such
production methods to meet our commercial objectives.

     We have entered into an agreement with Femcare for marketing and
distribution of our urethral bulking agent for stress urinary incontinence in
certain countries, if the required regulatory approvals are obtained. We
currently expect that our other biomedical products, if any were commercialized,
would be marketed and distributed by corporate partners. While this arrangement
could minimize our marketing costs and facilitate wider distribution of any
biomedical products we may develop, these arrangements could possibly reduce our
revenues and profits as compared to what would be possible if we directly sold
such products.

Research and Development

     Information regarding Company-sponsored research and development activities
and contract research and development revenue is set forth below under the
heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations".

Collaborative Agreements

     Because of the highly technical focus of our business, we must conduct
extensive research and development prior to any commercial production of our
biomedical products or the biomaterials from which they are created. During this
development stage, our ability to generate revenues is limited. Because of this
limitation, we do not have sufficient resources to devote to extensive testing
or marketing of our products. Our primary method to expand our product
development, testing and marketing capabilities is to seek to form collaborative
arrangements with selected corporate partners with specific resources that we
believe complement our business strategies and goals.

     The medical device industry has traditionally licensed from development
stage companies product candidates whose safety and efficacy has been
demonstrated at least in pilot human clinical trials. In December 1999, we began
human clinical testing of our urethral bulking agent for the treatment of female
stress urinary incontinence. We intend to begin human clinical testing of a
tissue augmentation product for use in cosmetic and reconstructive surgery
applications in the first quarter of 2001 to the extent resources are available.


                                       10


     Genencor International

     In December 2000, we announced the signing of a broad-based, worldwide
exclusive license agreement with Genencor International, Inc. ("Genencor")
enabling Genencor to potentially develop a wide variety of new products for
industrial markets. As a result of the agreement, Genencor can use our patented
protein polymer design and production technology, in combination with Genencor's
extensive gene expression, protein design, and large-scale manufacturing
technology, to design and develop new products with improved performance
properties for defined industrial fields. We retain all rights to the technology
for use in medical products.

     In return for the licensed rights, Genencor paid to us an upfront license
fee of $750,000, and will pay royalties on the sale of products commercialized
by Genencor under the agreement, if any. In addition, we may receive up to $5
million in milestone payments associated with the achievement of various product
development milestones. We may provide certain funded R&D services to Genencor
if negotiated in a separate agreement at a later date. Genencor received
warrants to acquire up to $1 million of our common stock.

     Femcare, Ltd.

     In January 2000, we announced the formation of a strategic alliance with
Femcare, Ltd. for the commercialization in Europe and Australia of our urethral
bulking agent for treatment of stress urinary incontinence. Femcare is a
British-based developer and international marketer of surgical products for
gynecological and urological applications.

     In the alliance, we will provide Femcare with technical assistance, and the
incontinence product for Femcare's clinical testing and regulatory approvals in
the Femcare territories. Femcare will utilize its existing customer base and its
extensive distribution network as the basis for introducing the product into
Europe and Australia. Currently, Femcare markets its products in 40 countries
worldwide. A Urology division has been created to extend the company's success
in gynecology to urological applications, in particular, female stress urinary
incontinence. We received a $1 million license fee and will receive a royalty on
the revenues generated by Femcare from the sale of the product. We will be
responsible for providing the product to Femcare for clinical testing and
commercial sale, or with providing Femcare with the necessary know-how to
arrange its own manufacturing.

     Other Agreements

     We are discussing other potential collaboration agreements with prospective
marketing partners for both our soft tissue augmentation products and our tissue
adhesive and sealant products. There can be no assurance that we will continue
such discussions or be able to establish such agreements at all, or do so in a
timely manner and on reasonable terms, or that such agreements will lead to
successful product development and commercialization. From time to time, we are
party to certain materials evaluation agreements regarding biomedical and
specialty use applications of our products, polymers and technology, including
applications in areas other than those identified as product candidates above.
These agreements provide, or are intended to provide, for the evaluation of
product feasibility. There can be no assurance that we will continue to be able
to establish such agreements at all, or do so in a timely manner and on
reasonable

                                       11


terms, or that such agreements will lead to joint product development and
commercialization agreements.

Intense Competition

     The principal anticipated commercial uses of our biomaterials are as
components of end-use products for biomedical and other specialty applications.
End-use products using or incorporating our biomaterials would compete with
other products that rely on the use of alternative materials. For example,
bulking agents for soft tissue augmentation are currently marketed based on
bovine and human cadaver collagen and, outside the U.S., silicone particles and
other synthetic materials. Similarly, all targeted applications of our potential
products will compete with other products having the same or similar
applications.

     The areas of business in which we engage and propose to engage are
characterized by intense competition and rapidly evolving technology.
Competition in the biomedical and surgical repair markets is particularly
significant. Our competitors in the biomedical and surgical repair markets
include major pharmaceutical, surgical product, chemical and specialized
biopolymer companies, many of which have financial, technical, research and
development and marketing resources significantly greater than ours. Academic
institutions and other public and private research organizations are also
conducting research and seeking patent protection in the same or similar
application areas, and may commercialize products on their own or through joint
ventures. Most of our competitors depend on synthetic polymer technology rather
than protein engineering for developing products. However, we believe that
DuPont and several university laboratories are currently conducting research
into similar protein engineering technology.

     The primary elements of competition in the biomedical and surgical repair
products market are performance, cost, safety, reliability, convenience and
commercial production capabilities. We believe that our ability to compete in
this market will be enhanced by our issued patent claims, the breadth of our
other pending patent applications, our early entry into the field and our
experience in protein engineering.

Patents and Trade Secrets

     We are aggressively pursuing domestic and international patent protection
for our technology, making claim to an extensive range of recombinantly prepared
structural and functional proteins, methods for preparing synthetic repetitive
DNA encoding these proteins, methods for the production and purification of
protein polymers, end-use products incorporating such materials and methods for
their use.

     The United States Patent and Trademark Office ("USPTO") has issued twenty
patents to us. U.S. Patent 5,235,041 (1993) relates to our method for purifying
structurally ordered recombinant protein polymers. U.S. Patent 5,243,038 (1993)
covers our synthetic DNA compositions that encode polymers and copolymers
comprising the amino acid "building blocks" of silk and elastin. U.S. Patent
5,496,712 (1996) covers our family of high molecular weight collagen like
polymers and the DNA sequences encoding them. U.S. Patent 5,514,581 (1996)
covers DNA sequences encoding silk-like structural building blocks with an
intervening

                                       12


sequence coding for the key cell attachment ligand from human fibronectin. One
of the claimed sequences encodes ProNectin F.

     U.S. Patent 5,606,019 (1997) covers the protein compositions comprising
copolymers of the amino acid "building blocks" of silk and elastin. These are
the primary materials used in our current product development efforts. U.S.
Patent 5,641,648 (1997) covers methods by which synthetic genes encoding protein
polymers are created.

     U.S. Patent 5,723,588 (1998) covers molded articles incorporating
biologically active proteins. U.S. Patent 5,760,004 (1998) covers chemically
modified protein polymers with enhanced water solubility. U.S. Patent 5,770,697
(1998) broadly covers protein polymers incorporating repetitive amino acid
sequences found in naturally occurring proteins. U.S. Patent 5,773,249 (1998)
expands the coverage of high molecular weight collagen like polymers. U.S.
Patent 5,773,577 (1998) covers protein polymers that can be cross-linked by
certain enzymes that naturally occur in the body. U.S. Patent 5,808,012 (1998)
expands the coverage of molded articles to those incorporating chemically active
proteins. U.S. Patent 5,817,303 (1998) covers the use of protein polymers with
chemical cross-linking agents as adhesives and sealants, key to our product
development for the repair of spinal discs. U.S. Patent 5,830,713 (1998) expands
the coverage of methods by which synthetic genes encoding protein polymers are
created.

     U.S. Patent 6,015,474 (2000) covers methods and compositions useful for
enhancing the performance of tissue adhesives and sealants. U.S. Patent
6,018,030 (2000) broadly covers DNA sequences encoding protein polymers
incorporating repetitive amino acid sequences found in naturally occurring
proteins. U.S. Patent 6,033,654 (2000) covers cross-linked protein compositions
(adhesives and sealants). U.S. Patent 6,034,022 (2000) covers methods for
preparing chemically modified protein polymers with enhanced water solubility.
U.S. Patent 6,140,072 (2000) broadly covers DNA sequences encoding protein
polymers incorporating intervening sequences providing functional properties
(e.g. biological or chemical activity). U.S. Patent 6,184,348 (2001) broadly
covers protein polymers incorporating intervening sequences providing functional
properties (e.g. biological or chemical activity).

     Additionally, we have four U.S. patent applications pending, covering
related aspects of our core technology.

     Although we believe our existing issued patent claims provide a competitive
advantage, there can be no assurance that the scope of our patent protection is
or will be adequate to protect our technology or that the validity of any patent
issued will be upheld in the future. Additionally, with respect to our pending
applications, there can be no assurance that any patents will be issued, or
that, if issued, they will provide substantial protection or be of commercial
benefit to us. The two patents issued to PPTI in 1993 will expire in 2010, as
will one of the patents issued in 1996. The other patent issued in 1996 will
expire in 2013, and the patents issued in 1997 will expire in 2014. The three
patents issued in 1998, which expand the coverage of previously issued patents,
will expire in concert with the original patents. The other five patents issued
in 1998 will expire in 2015. Three patents issued in 2000 expand upon the claims
of previously issued patents and will expire in concert with the original
patents (one in 2010 and two in 2015). The other two patents issued in 2000 will
expire in 2017 and 2018, the difference due to the date each

                                       13


application was filed. The patent issued in 2001 expands upon the claims of a
previously issued patent and will expire in 2015.

     Although we do not currently have any operations outside the U.S., we
anticipate that our potential products will be marketed on a worldwide basis,
with possible manufacturing operations outside the U.S. For example, we have
recently established a licensing and distribution agreement with Femcare Ltd.
for the sale of our urethral bulking agent in Europe and Australia. Accordingly,
international patent applications corresponding to the major U.S. patents and
patent applications described above have been filed in these and other important
market jurisdictions. Due to translation costs and patent office fees,
international patents are significantly more expensive to obtain than U.S.
patents. Additionally, there are differences in the requirements concerning
novelty and the types of claims that can be obtained compared to U.S. patent
laws, as well as the nature of the rights conferred by a patent grant. We
carefully consider these factors in consultation with our patent counsel, as
well as the size of the potential markets represented, in determining the
foreign countries in which to file patents.

     In almost all cases, we file for patents in Europe and Japan. Currently, we
have fourteen issued foreign patents, and twenty-five pending foreign
applications. One of the issued foreign patents is in Europe and the scope of
its claims broadly covers protein polymers having biological or chemical
activity.  In order to reduce our patent-related expenses, we are currently
implementing a policy of only maintaining foreign patents or applications in
Europe and Japan, unless required due to our license agreements. This has
resulted in our abandoning issued, allowed and pending foreign patent cases.

     Because of the uncertainty concerning patent protection and the
unavailability of patent protection for certain processes and techniques, we
also rely upon trade secret protection and continuing technological innovation
to maintain our competitive position. Although all our employees have signed
confidentiality agreements, there can be no assurance that our proprietary
technology will not be independently developed by other parties, or that secrecy
will not be breached. Additionally, we are aware that substantial research
efforts in protein engineering technology are taking place at universities,
government laboratories and other corporations and that numerous patent
applications have been filed. We cannot predict whether we may have to obtain
licenses to use any technology developed by third parties or whether such
licenses can be obtained on commercially reasonable terms, if at all.

     In the course of our business, we employ various trademarks and trade names
in packaging and advertising its products. We have assigned the federal
registration of our ProNectin/(R)/ trademark and its SmartPlastic/(R)/ trademark
for ProNectin F Activated Cultureware to Sanyo Chemical Industries, Ltd. in
connection with the sale to Sanyo of our cell culture business. We intend to
protect and promote all of our trademarks and, where appropriate, will seek
federal registration of our trademarks.

Regulatory Matters

     Regulation by governmental authorities in the United States and other
countries is a significant factor affecting the success of products resulting
from biotechnological research. Our current operations and products are, and
anticipated products and operations will be, subject to

                                       14


substantial regulation by a variety of agencies, particularly those products and
operations related to biomedical applications. Currently, our activities are
subject principally to regulation under the Occupational Safety and Health Act
and the Food, Drug and Cosmetic Act (including amendments and updates).

     Extensive preclinical and clinical testing and pre-market approval from the
FDA is required for new medical devices, drugs or vaccines, which is generally a
costly and time-consuming process. We are required to be in compliance with many
of the FDA's regulations to conduct testing in support of product approvals; in
particular, compliance with the FDA's GLP and QSR. Where we have conducted such
testing, our company may choose to file product approval submissions itself or
maintain with the FDA a "Master File" containing, among other items, such test
results. A Master File can then be accessed by the FDA in reviewing particular
product approval submissions from companies commercializing products based on
our materials.

     There can be no assurance that we or our customers will be able to obtain
or maintain the necessary approvals from the FDA or corresponding international
regulatory authorities, or that we will be able to maintain a Master File in
accordance with FDA regulations.  In either case, our anticipated business could
be adversely affected.  To the extent we manufacture medical devices, as opposed
to a component material supplied to a medical device manufacturer, we will be
required to conform commercial manufacturing operations to the FDA's QSR
requirements. We would also be required to register our facility with the FDA as
an establishment involved in the manufacture of medical devices. QSR
requirements are rigorous, and there can be no assurance that compliance could
be obtained in a timely manner and without the expenditure of substantial
resources, if at all. International quality system requirements, i.e., ISO 9001
issued by the International Organization for Standardization, is the quality
model used by medical product manufacturers and is required for the sale of
medical devices in Europe. ISO 9001 standards are similar to the FDA's QSR.

     In August 1999, we obtained the FDA's approval of our IDE to begin human
clinical testing of our urethral bulking agent for the treatment of female
stress urinary incontinence. We initiated clinical testing in December 1999. We
submitted an IDE to the FDA in October 2000 to obtain approval to begin human
clinical testing of a tissue augmentation product for use in cosmetic and
reconstructive surgery applications. This IDE was approved in November 2000, and
we expect to begin a pilot clinical study in the first quarter of 2001 to the
extent resources are available. We have implemented, and continue to implement,
polymer production and quality control procedures, and have made certain
facilities renovations, to operate in conformance with FDA requirements.

     Our research, development and production activities are, or may be, subject
to various federal and state laws and regulations relating to environmental
quality and the use, discharge, storage, transportation and disposal of toxic
and hazardous substances. The Company's future activities may be subject to
regulation under the Toxic Substances Control Act, which requires us to obtain
pre-manufacturing approval for any new "chemical material" we produce for
commercial use that does not fall within the FDA's regulatory jurisdiction. We
believe we are currently in substantial compliance with all such laws and
regulations. Although we intend to use our best efforts to comply with all
environmental laws and regulations in the future, there can be

                                       15


no assurance that we will be able to fully comply with such laws, or that full
compliance will not require substantial capital expenditures.

Product Liability and Absence of Insurance

     Our business may expose us to potential product liability risks whenever
human clinical testing is performed, or upon the use of any commercially
marketed medical product. Prior to initiating human clinical testing of our
urethral bulking agent, we procured product liability insurance. This insurance
coverage has been expanded to cover the cosmetic augmentation product as well.
There can be no assurance, however, that we will be able to continue to obtain
such insurance on acceptable terms or that such insurance will provide adequate
coverage against potential liabilities. A successful product liability claim or
series of claims could result in a material adverse effect on our businesss.

                                       16


Executive Officers of the Registrant



             Name               Age          Position with the Company
             ----               ---          -------------------------
                               

J. Thomas Parmeter               61        Chairman of the Board of Directors,
                                           President and Chief  Executive Officer

Joseph Cappello, Ph.D.           44        Vice President, Research and Development,
                                           Chief Technical Officer and Director,
                                           Polymer Research

Philip J. Davis                  71        Corporate Secretary

Franco A. Ferrari, Ph.D.         49        Vice President, Laboratory Operations and
                                           Polymer Production and Director, Molecular
                                           Genetics

John E. Flowers                  44        Vice President, Planning and Operations

Janis Y. Neves                   50        Director, Finance and Administration,
                                           Treasurer, and Assistant Secretary


     Mr. Parmeter has been the Company's President, Chief Executive Officer and
Chairman of the Board of Directors since its inception in July 1988 (and, from
July 1988 to July 1992, its Chief Financial Officer). From 1982 to November
1987, Mr. Parmeter was President, Chief Executive Officer and, from June 1987 to
June 1988, Chairman of the Board of Syntro Corporation.

     Dr. Cappello has been the Company's Vice President, Research and
Development since February 1997 and Director, Polymer Research and Chief
Technical Officer since February 1993. From September 1988 to February 1993, he
was the Company's Senior Research Director, Protein Engineering.

     Mr. Davis has been the Company's Secretary since January 1989. Mr. Davis
has been a director of the Company since April 1995; he previously served as a
director of the Company from January 1989 until October 1991. Mr. Davis was
employed by Donaldson, Lufkin & Jenrette since June 1994 and retired at the end
of 2000 as a Managing Director of Investment Banking. He was Director,
Institutional Sales at Merrill Lynch, Inc. (formerly Merrill Lynch Capital
Markets) from February 1991 to June 1994, and was a Vice President at Merrill
Lynch, Inc. from 1986 to 1991.

     Dr. Ferrari has been the Company's Vice President, Laboratory Operations
and Director, Molecular Genetics since February 1993. From September 1988 to
February 1993, he was the Company's Senior Research Director, Genetic
Engineering.

                                       17


     Mr. Flowers has been the Company's Vice President, Planning and Operations,
since February 1993. From September 1988 to February 1993, he was the Company's
Vice President, Commercial Development.

     Ms. Neves has been the Company's Director of Finance since November 1998
and Controller and Assistant Secretary since January 1990. From July 1988 until
January 1990, Ms. Neves was the Company's Business Office Manager.

     All executive officers of our Company were elected by the Board of
Directors and serve at its discretion. No family relationships exist between any
of the officers or directors of our company.

Employees

     As of February 16, 2001, we had 19 full-time employees, of whom four hold
employment contracts with our company and three hold Ph.D. degrees. We are
highly dependent on the services of our executive officers and scientists. The
loss of the services of any one of these individuals would have a material
adverse effect on the achievement of our development objectives, our business
opportunities and prospects. The recruitment and retention of additional
qualified management and scientific personnel is also critical to our success.
There can be no assurance that we will be able to attract and retain required
personnel on acceptable terms, due to the competition for such experienced
personnel from other biotechnology, pharmaceutical, medical device and chemical
companies, universities and non-profit research institutions.


Item 2.   Properties

     We do not own any real property. We lease approximately 27,000 square feet
in San Diego, California from Sycamore/San Diego Investors. The leased property
includes our administrative offices, which encompass approximately 4,000 square
feet, and our laboratory facilities, which encompass approximately 15,000 square
feet. The current annual rent for this space is approximately $367,000. We
currently sublease at cost an additional 9,000 square feet of office and
laboratory space in our present facility. The master lease expires in May 2005.
The sublease expires at the end of January 2002. We believe that our current
facilities are adequate to meet our needs until the end of 2001.


Item 3.  Legal Proceedings

     None.

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

     No matter was submitted to a vote of security holders during the fourth
quarter of 2000.

                                       18


                                    PART II


Item 5.  Market for Common Equity and Related Stockholder
         Matters.

NASDAQ Delisting

     Prior to September 1999, our common stock traded on The Nasdaq Stock Market
under the symbol "PPTI". Our common stock was delisted from the NASDAQ Small Cap
Quotation System, effective September 20, 1999. The reasons for the delisting
were failure to maintain the minimum bid requirement of $1.00 per share for our
common stock, and failure to meet the minimum net asset requirement of $2
million. Our common stock is now traded on the "over-the-counter" NASD Bulletin
Board. To access the quotations for our common stock, use the call letters
PPTI.OB.

     The trade prices set forth below represent inter-dealer prices without
retail markups, markdowns or commissions, and may not represent actual
transactions.



                                   Trade Prices
                                   ------------
                                          
     2000                       High            Low
     ----                       ----            ---
     First Quarter             $3.375          $0.187
     Second Quarter             1.625           0.750
     Third Quarter              1.125           0.562
     Fourth Quarter             1.437           0.375

     1999
     ----
     First Quarter             $1.531          $1.063
     Second Quarter             2.250           0.875
     Third Quarter              1.719           0.750
     Fourth Quarter             1.250           0.688



     As of February 16, 2001, we had approximately 161 shareholders of record;
we estimate we had approximately 1,500 beneficial holders. We have never paid
cash dividends on our Common Stock. We currently intend to retain earnings, if
any, for use in the operation and expansion of our business and therefore do not
anticipate paying any cash dividends on our Common Stock in the foreseeable
future.

Unregistered Offerings

     On December 21, 2000, Genencor International was issued two warrants, each
convertible into the Company's common stock. The warrants were issued in
conjunction with our execution of a licensing agreement with Genencor in which
Genencor would use our technology for the potential development of products for
industrial markets in defined fields. The issuance was exempt under Section 4(2)
of the Securities Act.

                                       19


     On August 16, 1999, we received $1,775,000 for 17,750 shares of Series G
Convertible Preferred Stock ("Series G Stock") from several institutional and
accredited individual investors following the 10 day stockholder notification
period required by the NASD prior to the sale. On September 15, 1999, we
received an additional $325,000 for 3,250 shares of Series G Stock, for a total
of $2,100,000. Each share of Series G Stock was priced at $100 per share. Each
share can be converted at any time by the holder into common stock at a price of
$0.50 per share, subject to certain antidilution adjustments. Each share of
Series G Preferred Stock also received a common stock warrant, exercisable for
12 months, that allows the holder to acquire 200 shares of our common stock at a
price of $0.50 per share. In February 2000, we received approximately $2.1
million from the exercise of common stock warrants originally granted as part of
the sale of Series G Convertible Preferred Stock and warrants. At the time of
exercise, exercising shareholders were granted additional warrants for an
equivalent number shares, exercisable until the last day of February 2001,
bearing a conversion price of $1.50.

     Between April 1 and April 15, 1999, we received approximately $508,000 from
the exercise of redeemable, publicly traded, warrants originally issued as part
of our Initial Public Offering. Following the close of business on April 15, the
remaining unexercised redeemable, publicly traded, warrants expired.

     On May 12, 1999, we received approximately $416,000 from the exercise of
warrants issued in conjunction with the private placement of the Series E
Convertible Preferred Stock ("Series E Stock").

     In April and May of 1998, the Company raised approximately $5.4 million
from the sale of 54,437 shares of the our Series E Stock priced at $100 per
share, with warrants to purchase an aggregate of 3,266,250 shares of common
stock to a small group of institutional and accredited investors.

     Each share of Series E Stock is convertible at any time at the election of
the holder into 80 shares of common stock at a conversion price of $1.25 per
share, subject to certain antidilution adjustments. No underwriters were engaged
in connection with such issuance and, accordingly, no underwriting discounts
were paid.

     Each share of Series E Stock received two common stock warrants. One
warrant (first warrant) was exercisable at any time for 40 shares of common
stock at an exercise price of $2.50 per share, and has expired approximately 18
months after the close of the offering; the other warrant (second warrant) is
exercisable at any time for 20 shares of common stock at an exercise price of
$5.00 per share, and expires approximately 36 months after the close of the
offering. In addition, an 18 month warrant to acquire 200,000 common shares
exercisable at $2.50 per share and a 36 month warrant to acquire 100,000 common
shares exercisable at $5.00 per share were issued as a finder and document
review fee paid to a lead investor. An 18 month warrant to acquire 32,000 common
shares exercisable at $2.50 per share, a 24 month warrant to acquire 16,000
common shares exercisable at $5.00 per share, and 5 year warrants to acquire an
aggregate of 25,200 common shares exercisable at $2.50 per share were issued to
certain persons for service as finders in relation to the private placement.

                                       20


     In connection with the above private placement, we issued 26,420 shares of
Series F Convertible Preferred Stock in exchange for the same number of shares
of outstanding Series D Convertible Preferred Stock. Series F Convertible
Preferred Stock is equivalent to our Series E Stock with regard to liquidation
preferences. All other terms of the Company's Series F Convertible Preferred
Stock remained the same as our Series D Convertible Preferred Stock. The Series
D and F Convertible Preferred Stock is convertible into common stock at the
holder's option. The conversion price at the time of conversion is the lesser of
$3.75 or the market price. The Series D and F Convertible Preferred Stock is
redeemable at our option after four years from the date of issuance. Automatic
conversion of all of the Series D and F Convertible Preferred Stock will occur
if: (a) we complete a public offering of common stock at a price of $2.50 or
higher; or (b) the holders of a majority thereof elect to convert. We have the
option to demand conversion of the Series D and F Convertible Preferred Stock if
the average market price of its common stock equals or exceeds $5.00 per share
over a period of twenty business days.

     The above issuances of preferred stock and related warrants, and the
exercise of such warrants noted above were exempt from registration under
Section 4(2) of the Securities Act, and met the requirements of Rule 506 of
Regulation D promulgated under the Securities Act.

                                       21


Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Forward Looking Statements

     Certain statements contained or incorporated by reference in this Annual
Report on Form 10-KSB constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements of the company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by forward-looking statements.
Such risks and uncertainties include, among others, history of operating losses,
raising adequate capital for continuing operations, early stage of product
development, scientific and technical uncertainties, competitive products and
approaches, reliance upon collaborative partnership agreements and funding,
regulatory testing and approvals, patent protection uncertainties and
manufacturing scale-up and required qualifications. While these statements
represent management's current judgment and expectations for the company, such
risks and uncertainties could cause actual results to differ materially from any
future results suggested herein. We undertake no obligation to release publicly
the results of any revisions to these forward-looking statements to reflect
events or circumstances arising after the date hereof.

General Overview

     Incorporated in 1988, Protein Polymer Technologies, Inc. has concentrated
its research and development efforts on establishing a scientific and technical
leadership position in the production and development of unique protein-based
materials. We have identified biomedical market and product opportunities for
further research and development that we believe will exploit the unique
properties of our technology to competitive advantage. We have been unprofitable
to date, and as of December 31, 2000 we had an accumulated deficit of
$39,743,572.

     Our product candidates for surgical repair, augmentation and regeneration
of human tissues are in various stages of research and development. Our more
advanced programs are in the areas of bulking agents for soft tissue
augmentation, particularly for use in urethral tissue for the treatment of
female stress incontinence and in dermal tissue for cosmetic and reconstructive
procedures. We currently are devoting the majority of our resources to the
development and registration of these products, with the greatest emphasis on
the incontinence product which began human clinical trials in December 1999. Our
other advanced product technology is in the area of tissue adhesives and
sealants. Currently our research and development in this area is focused on the
repair of spinal discs for the treatment of lower back pain. Our first
commercial products, ProNectin F and SmartPlastic, are used by biologists and
cell culture laboratories, principally to grow mammalian cells for biomedical
research purposes. In February 2000, we licensed the rights for the manufacture
and sale of these products for use in in vitro cell culture, including the
transfer of all existing inventory, to a third party.

                                       22


     Our strategy with most of our programs is to enter into collaborative
development agreements with major medical product marketing and distribution
companies. Although these relationships, to the extent any are consummated, may
provide significant near-term revenues through up-front licensing fees, research
and development reimbursements and milestone payments, we expect to continue
incurring operating losses for the next several years.

     In December 2000, we entered into a license and collaborative agreement
with Genencor International for the development by Genencor of industrial
products from our existing biomaterials and for the development of new
industrial applications using our proprietary protein polymer technology. The
agreement provided for an upfront $750,000 license fee, and also included
potential payments of up to $5 million to PPTI for the accomplishment by
Genencor of certain milestones, issuance of PPTI common stock warrants to
Genencor, PTI, and the payment of royalties to PPTI upon the successful
commercialization and sale of products developed under the agreement, if any.

     Our cash balance as of December 31, 2000 was $866,000. We believe this
amount is sufficient to fund our operations through March 2001. In addition to
potential cost reduction measures being implemented and/or contemplated, we will
continue to attempt to raise additional funds for continuing operations through
private or public offerings and collaborative agreements (see "Liquidity and
Capital Resources" below, and Note 1 of the Audited Financial Statements for
additional information and a description of the associated risks).

Results of Operations

     We received $1,107,000 in contract and licensing revenue for the year ended
December 31, 2000 as compared to $2,000 for the years ended December 31, 1999,
and $50,000 for the year ended December 31, 1998. The increase in contract and
licensing revenue primarily represents the amortized portion of an up front
license payment of $1 million (being recognized ratably over a period of three
years) from Femcare Ltd. for the commercial rights to our incontinence product
in Europe and Australia, payments from Sanyo Chemical Industries Ltd. for the
comprehensive license to our in vitro cell culture business and existing product
inventory, initial R&D payments from Perkin-Elmer for a development project, and
an upfront license fee of $750,000 (less the issuance of warrants to purchase
PPTI common stock valued at $319,000) received from Genencor International for
rights to use our technology in the development of certain industrial products.
The lack of revenue in 1999 and 1998 reflects primarily the termination of
research and development reimbursements from various operating entities of the
Johnson & Johnson Company, including Ethicon, Inc.

     Interest income was $79,000 for the year ended December 31, 2000, as
compared to $39,000  for 1999 and $135,000 for 1998. The year-to-year
variability resulted from the amount and timing of the receipt of equity capital
and the amounts of excess cash available for investment.

     There were no product sales for the year ended December 31, 2000 as
compared to $54,000 and $71,000 in 1999 and 1998 respectively. Product sales
consisted of ProNectin F related product revenues and licensing fees. Sales
prior to 1998 reflected disappointing market interest in the line of ProNectin
products; as a result the Company discontinued related

                                       23


promotional expenditures to conserve cash. Sales in 1998 and 1999 primarily
reflect distributor stocking orders. The manufacturing and marketing rights and
the inventory for this product line were sold to Sanyo Chemical Industries, Ltd.
in February 2000. Because of previously booked inventory reserves, there was no
cost of sales booked for any product sales in 2000.

     Research and development expenses for the year ended December 31, 2000 were
$2,322,000, compared to $2,812,000 in 1999, a decrease of 17%, and $4,138,000 in
1998. This decrease  is due primarily to a downsizing of our staff and
operational expenses in 2000, but also in part to lower than expected clinical
testing and regulatory consulting costs. These latter savings are temporary and
will be replaced and increased by the cost of conducting human clinical testing
which began in 1999 for the urinary incontinence bulking agent, and which are
expected to begin in 2001 for the dermal augmentation product. Other related
expenses include expanded manufacturing capacity and manufacturing process
validation, quality assurance efforts, and outside testing services. We expect
our research and development expenses will increase in the future, to the extent
additional capital is obtained, due to the expansion of product-directed
development efforts including human clinical testing, increased manufacturing
requirements, and increased use of outside testing services.

     Selling, general and administrative expenses for the year ended December
31, 2000 were $1,366,000, as compared to $1,554,000 for 1999, a decrease of 12%,
and $1,727,000 in 1998. This decrease was due to the Corporate downsizing, and
generally tighter cost management. To the extent possible, we continue to
concentrate on controlling costs reflected in reduced travel, office supplies,
and non-regulatory consulting costs. We expect our selling, general and
administrative expenses will increase in the future, to the extent additional
capital is obtained, consistent with supporting our research and development
efforts and as business development, patent, legal and investor relations
activities require.

     For the year ended December 31, 2000, we recorded a net loss applicable to
common shareholders of $2,776,000, or $.16 per share, as compared to $4,535,000,
or $.36 per share for 1999, and $9,183,000, or $.88 per share for 1998. The
difference between 2000 and 1999 is primarily due to tighter cost management and
license and contract fees received from collaborative partners. The difference
between 1999 and 1998 results is due primarily to a non-cash "imputed dividend"
expense of $3,266,000 that resulted from the sale and issuance of the Company's
Series E Convertible Preferred Stock during 1998. The 2000, 1999 and 1998 losses
and per share calculations also include $278,000 in each year, of undeclared
and/or paid dividends from the Company's Preferred Stock.

     We expect to incur increasing operating losses for the next several years,
to the extent additional capital is obtained, based upon the successful
continuation of the tissue augmentation program and product registration, and
the tissue adhesives program, as well as expected increases in our other
research and development, manufacturing and business development activities. Our
results depend in part on our ability to establish strategic alliances and
generate contract revenues, increased research, development and manufacturing
efforts, preclinical and clinical product testing and commercialization
expenditures, expenses incurred for regulatory compliance and patent
prosecution, and other factors.  Our results will also fluctuate from period to
period due to timing differences.

                                       24


     To date, we believe that inflation and changing prices have not had a
material impact on our continuing operations. However, given the State of
California's continuing energy crisis, our utility costs have doubled over the
past two months, and these increases are expected to continue for the
foreseeable future. Based upon our earnings history, a valuation allowance of
$13,943,000 is required to reduce our net deferred tax assets to the amount
realizable.

Liquidity and Capital Resources

     As of December 31, 2000, we had cash, cash equivalents and short-term
investments totaling $866,000, as compared to $156,000 at December 31, 1999. As
of December 31, 2000, we had working capital of $143,000, compared to $(458,000)
at December 31, 1999. We received in January and February 2000 approximately
$1,350,000  (net of costs) in cash and receivables from licensing and R&D
agreements with Femcare, Ltd. for the European and Australian marketing rights
to the stress urinary incontinence bulking product, with Perkin-Elmer for a
research and development project and commercialization option, and with Sanyo
Chemical Industries, Ltd. for the rights to the in vitro cell culture business.
Also in February 2000, we received approximately $2.1 million from the exercise
of common stock warrants originally granted as part of the sale of Series G
Convertible Preferred Stock and warrants. In December 2000, we received $750,000
in the form of an upfront license fee from Genencor International for rights to
the use of our technology in the development by Genencor of certain industrial
products.

     We had no long-term capital lease obligations as of December 31, 2000,
compared to an obligation of $25,000 as of December 31, 1999. For the year ended
December 31, 2000, our cash expenditures for capital equipment and leasehold
improvements totaled $45,000, compared with $26,000 for the same period in the
prior year. To the extent capital is available, we anticipate that these
expenditures will be increased in 2001 for laboratory renovations and additional
equipment required to meet GLP manufacturing regulations and production capacity
as we scale up our manufacturing operations to meet product requirements for
clinical testing. We anticipate a significant increase in manufacturing-related
equipment and leasehold improvement expenditures in 2002 due to an increase in
need for products for clinical testing and anticipated need for additional
product manufacturing for European product sales. We may enter into additional
capital equipment lease arrangements in the future if available at appropriate
rates and terms.

     We believe our existing available cash, cash equivalents and short-term
investments as of December 31, 2000 will be sufficient to meet our anticipated
capital requirements through March 2001. Substantial additional capital
resources will be required to fund continuing expenditures related to our
research, development, manufacturing and business development activities. We
believe there may be a number of alternatives available to meet the continuing
capital requirements of our operations, such as collaborative agreements and
public or private financings. During 2001, we expect that the possible exercise
of other existing warrants could result in additional funds for continuing
operations. Further, we are currently in preliminary discussions with a number
of potential collaborative partners and, based on the results of various
materials evaluations, revenues in the form of license fees, milestone payments
or research and development reimbursements could be generated. There can be no
assurance that any of these fundings will be consummated in the necessary
timeframes needed for continuing operations or on terms favorable to us. If
adequate funds are not available, we will be required to significantly

                                       25


curtail our operating plans and may have to sell or license out significant
portions of our technology or potential products.

     Accordingly, in an attempt to extend the time available to pursue
alternatives, we now are evaluating other actions, including significantly
curtailing our operations, and terminating the employment of a majority of our
employees until such time as we are able to stabilize our financial situation.
These actions, if undertaken, could extend our operations until May, 2001, but
are likely to harm our business and could lead to a near term cessation of our
operations, if we are unable to attract additional capital. However, we believe
that these curtailed operations and the commensurate reduced burn rate may be
sufficient to allow us to advance FDA approved human safety studies for our
dermal filler device for use in cosmetic and reconstructive surgery, and/or for
our urethral bulking agent for the treatment of female stress urinary
incontinence. If successful, we will have achieved a major milestone in
demonstrating the safety and initial effectiveness of our lead products, and of
equal importance, demonstrating the safety of the underlying biomaterial,
Polymer 47K, in humans, which has a large number of other potential high-value
biomedical applications.

                                       26


Item 7.  Financial Statements


     Filed herewith are the following Audited Financial Statements for Protein
Polymer Technologies, Inc. (a Development Stage Company):





          Description                                                                  Page
          -----------                                                                  ----
                                                                                    

          Report of Ernst & Young LLP, Independent Auditors..........................   F-2

          Balance Sheets at December 31, 2000 and 1999...............................   F-3

          Statements of Operations for the years ended December 31, 2000, 1999
             and 1998 and the period July 6, 1988 (inception) to December 31, 2000...   F-4

          Statements of Stockholders Equity for the period July 6, 1988 (inception)
             to December 31, 2000....................................................   F-5

          Statements of Cash Flows for the years ended December 31, 2000, 1999
             and 1998 and the period July 6, 1988 (inception) to December 31, 2000...   F-7

          Notes to Financial Statements..............................................   F-9






                                      F-1


               Report of Ernst & Young LLP, Independent Auditors


The Board of Directors and Stockholders
Protein Polymer Technologies, Inc.


     We have audited the accompanying balance sheets of Protein Polymer
Technologies, Inc. (a Development Stage Company) as of December 31, 2000 and
1999, and the related statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2000 and for
the period July 6, 1988 (inception) to December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Protein Polymer
Technologies, Inc. (a Development Stage Company) at December 31, 2000 and 1999,
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2000 and for the period July 6, 1988
(inception) to December 31, 2000 in conformity with accounting principles
generally accepted in the United States.

As discussed in Note 1 to the financial statements, Protein Polymer
Technologies, Inc. (a Development State Company) has reported accumulated losses
during the development stage aggregating $(39,743,572) and without additional
financing, lacks sufficient working capital to fund operations beyond March
2001, which raises substantial doubt about its ability to continue as a going
concern. Management's plans as to these matters are described in Note 1. The
2000 financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.


                                    ERNST & YOUNG LLP
San Diego, California
February 8, 2001

                                      F-2


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                                Balance Sheets



                                                                                                       December 31,
                                                                                               2000                  1999
                                                                                           ----------------------------------
                                                                                                          
Assets
Current assets:
 Cash and cash equivalents                                                                 $    866,220          $    155,692
 Other current assets                                                                            55,180                49,266
                                                                                           ----------------------------------
Total current assets                                                                            921,400               204,958

 Deposits                                                                                        71,177                36,177
 Notes receivable from officers                                                                 140,000               140,000
 Equipment and leasehold improvements, net                                                      250,257               360,005
                                                                                           ----------------------------------
                                                                                           $  1,382,834          $    741,140
                                                                                           ==================================

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable                                                                          $    206,981          $    385,932
 Accrued employee benefits                                                                       69,657                84,335
 Other accrued expenses                                                                          47,418                17,118
 Current portion capital lease obligations                                                       25,088                79,593
 Deferred revenue                                                                               333,333                     -
 Deferred rent                                                                                   96,191                95,973
                                                                                           ----------------------------------
Total current liabilities                                                                       778,668               662,951

Long-term portion deferred revenue                                                              333,334                     -
Long-term portion capital lease obligations                                                           -                25,088

Stockholders' equity:
 Convertible Preferred Stock, $.01 par value, 5,000,000 shares   authorized,
  80,076 and 91,064 shares issued and outstanding at   December 31, 2000 and
  1999, respectively - liquidation preference
  of $8,007,600 and $9,106,400 at December 31, 2000
  and December 31, 1999, respectively                                                         7,662,272             8,761,072


 Common stock, $.01 par value, 40,000,000 shares authorized,
  18,910,313 and 13,443,510 shares issued and outstanding at
  December 31, 2000 and 1999, respectively                                                      189,115               134,447
 Additional paid-in capital                                                                  32,163,017            28,403,077
 Deficit accumulated during development stage                                               (39,743,572)          (37,245,495)
                                                                                           ----------------------------------
Total stockholders' equity                                                                      270,832                53,101
                                                                                           ----------------------------------
                                                                                           $  1,382,834          $    741,140
                                                                                           ==================================


See accompanying notes.

                                      F-3


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                            Statement of Operations



                                                                                         For the period
                                                                                          July 6, 1988
                                                                                         (inception) to
                                                       Years ended December 31,            December 31,
                                                 2000            1999          1998            2000
                                             ----------------------------------------------------------
                                                                              
Revenues:
  Contract revenue                           $ 1,107,396    $     2,320    $    50,000     $  5,464,681
  Interest income, net                            79,087         39,343        134,978        1,199,359
  Product and other income                         3,012         54,304         70,846          687,329
                                             ----------------------------------------------------------
Total revenues                                 1,189,495         95,967        255,824        7,351,369

Expenses:
  Research and development                     2,321,974      2,799,147      4,167,144       27,076,055
  Selling, general and
   administrative                              1,365,598      1,554,351      1,726,883       16,070,501
                                             ----------------------------------------------------------
Total expenses                                 3,687,572      4,353,498      5,894,027       43,146,556
                                             ----------------------------------------------------------
Net loss                                      (2,498,077)    (4,257,531)    (5,638,203)     (35,795,187)

Undeclared and/or paid dividends on
 preferred stock                                 277,639        277,639      3,544,323        5,517,293
                                             ----------------------------------------------------------

Net loss applicable to common shareholders
                                             $(2,775,716)   $(4,535,170)   $(9,182,526)    $(41,312,480)
                                             ==========================================================

Net loss per common share - basic and
 diluted                                     $      (.16)   $      (.36)   $      (.88)
                                             =========================================

Shares used in computing net loss per
 common share - basic and diluted
                                              17,771,744     12,570,987     10,484,277
                                             =========================================


See accompanying notes.

                                      F-4


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                      Statements of Stockholders' Equity

         For the period July 6, 1988 (inception) to December 31, 2000



                                                                                     Common stock            Preferred stock
                                                                              ----------------------------------------------------
                                                                                  Shares       Amount      Shares       Amount
                                                                              -----------------------------------------------------
                                                                                                           
 Issuance of common stock at $.01 per share for cash                              400,000        $ 4,000         -        $      -
 Issuance of common stock at $.62 per share for cash and receivables            1,116,245         11,162         -               -
 Receivables from sale of common stock                                                  -              -         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1988                                                    1,516,245         15,162         -               -
 Repayment of receivables from sale of common stock                                     -              -         -               -
 Issuance of common stock at $.62 per share                                       359,136          3,594         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1989                                                    1,875,381         18,756         -               -
 Exercise of common stock options at $.01 per share for cash                       60,000            600         -               -
 Issuance of common stock at $.68 per share for cash and compensation               5,000             50         -               -
 Common stock repurchased at $.01 per share for cash                              (25,000)          (250)        -               -
 Common stock issued at $.68 per share for cash and compensation                   25,000            250         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1990                                                    1,940,381         19,406         -               -
 Exercise of common stock options at $.68 per share for cash                        5,000             50         -               -
 Exercise of warrants for common stock                                            483,755          4,837         -               -
 Conversion of notes payable to common stock                                      339,230          3,391         -               -
 Conversion of notes payable to preferred stock                                         -              -   278,326           2,783
 Issuance of preferred stock at $2.00 per share for cash, net of
  issuance costs                                                                        -              -   400,000           4,000
 Issuance of warrants for cash                                                          -              -         -               -
 Issuance of warrants in connection with convertible notes payable                      -              -         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1991                                                    2,768,366         27,684   678,326           6,783
 Initial public offering at $6.50 per unit, net of issuance costs               1,667,500         16,676         -               -
 Conversion of Series B preferred stock into common stock in connection with
  initial public offering                                                         678,326          6,783  (678,326)         (6,783)

 Conversion of Series A preferred stock into common stock at 1.13342 per
  share                                                                           713,733          7,137         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1992                                                    5,827,925         58,280         -               -
 Exercise of common stock options at $.68 per share                                 3,000             30         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1993                                                    5,830,925         58,310         -               -
 Issuance of preferred stock at $100 per share for cash, net of
  issuance costs                                                                        -              -    21,600       2,073,925
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1994                                                    5,830,925         58,310    21,600       2,073,925
 Issuance of preferred stock at $100 per share for cash and cancellation of
  bridge loan,  net of issuance costs                                                   -              -    25,000       2,432,150
 Series C dividends paid in Series D preferred stock                                    -              -     2,539         253,875
 Interest paid in Series D preferred stock                                              -              -        48           4,795
 Exercise of common stock options at $.53 per share                                 2,000             20         -               -
 Net loss                                                                               -              -         -               -
                                                                              -----------------------------------------------------
Balance at December 31, 1995                                                    5,832,925        $58,330    49,187      $4,764,745





                                                                                        Deficit
                                                                     Additional       Accumulated                         Total
                                                                       paid-in           During         Receivables    Stockholders
                                                                       capital      development stage    from stock       equity
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
 Issuance of common stock at $.01 per share for cash                     $        -        $         -     $       -    $     4,000
 Issuance of common stock at $.62 per share for cash and receivables        681,838                  -             -        693,000
 Receivables from sale of common stock                                            -                  -       (86,000)       (86,000)
 Net loss                                                                         -           (322,702)            -       (322,702)
                                                                      --------------------------------------------------------------
Balance at December 31, 1988                                                681,838           (322,702)      (86,000)       288,298
 Repayment of receivables from sale of common stock                               -                  -        86,000         86,000
 Issuance of common stock at $.62 per share                                 219,358                  -             -        222,952
 Net loss                                                                         -           (925,080)            -       (925,080)
                                                                      --------------------------------------------------------------
Balance at December 31, 1989                                                901,196         (1,247,782)            -       (327,830)
 Exercise of common stock options at $.01 per share for cash                      -                  -             -            600
 Issuance of common stock at $.68 per share for cash and compensation         3,350                  -             -          3,400
 Common stock repurchased at $.01 per share for cash                              -                  -             -           (250)
 Common stock issued at $.68 per share for cash and compensation             16,750                  -             -         17,000
 Net loss                                                                         -         (1,501,171)            -     (1,501,171)
                                                                      --------------------------------------------------------------
Balance at December 31, 1990                                                921,296         (2,748,953)            -     (1,808,251)
 Exercise of common stock options at $.68 per share for cash                  3,350                  -             -          3,400
 Exercise of warrants for common stock                                      295,493                  -             -        300,330
 Conversion of notes payable to common stock                                508,414                  -             -        511,805
 Conversion of notes payable to preferred stock                             553,869                  -             -        556,652
 Issuance of preferred stock at $2.00 per share for cash, net of
  issuance costs                                                            703,475                  -             -        707,475
 Issuance of warrants for cash                                                3,000                  -             -          3,000
 Issuance of warrants in connection with convertible notes payable           28,000                  -             -         28,000
 Net loss                                                                         -         (1,143,119)            -     (1,143,119)
                                                                      --------------------------------------------------------------
Balance at December 31, 1991                                              3,016,897         (3,892,072)            -       (840,708)
 Initial public offering at $6.50 per unit, net of issuance costs         8,911,024                  -             -      8,927,700
 Conversion of Series B preferred stock into common stock in connection
  with initial public offering                                                    -                  -             -              -
 Conversion of Series A preferred stock into common stock at 1.13342 per
  share                                                                   1,717,065                  -             -              -
  Net loss                                                                        -         (3,481,659)            -     (3,481,659)
                                                                      --------------------------------------------------------------
Balance at December 31, 1992                                             13,644,986         (7,373,731)            -      6,329,535
 Exercise of common stock options at $.68 per share                           2,010                  -             -          2,040
 Net loss                                                                         -         (3,245,436)            -     (3,245,436)
                                                                      --------------------------------------------------------------
Balance at December 31, 1993                                             13,646,996        (10,619,167)            -      3,086,139
 Issuance of preferred stock at $100 per share for cash, net of
  issuance costs                                                                  -                  -             -      2,073,925
 Net loss                                                                         -         (3,245,359)            -     (3,245,359)
                                                                      --------------------------------------------------------------
Balance at December 31, 1994                                             13,646,996        (13,864,526)            -      1,914,705
 Issuance of preferred stock at $100 per share for cash and cancellation
  of bridge loan,  net of issuance costs                                          -                  -             -      2,432,150
 Series C dividends paid in Series D preferred stock                              -           (253,875)            -              -
 Interest paid in Series D preferred stock                                        -                  -             -          4,795
 Exercise of common stock options at $.53 per share                           1,040                  -             -          1,060
 Net loss                                                                         -         (2,224,404)            -     (2,224,404)
                                                                      --------------------------------------------------------------
Balance at December 31, 1995                                            $13,648,036       $(16,342,805)            -    $ 2,128,306


                                      F-5


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                      Statements of Stockholders' Equity

         For the period July 6, 1988 (inception) to December 31, 2000




                                                                                     Common stock           Preferred stock
                                                                              ------------------------------------------------
                                                                                  Shares       Amount     Shares      Amount
                                                                              ------------------------------------------------
                                                                                                       
 Exercise of common stock warrants at $1.25 per share                              932,960    $  9,330         -      $      -
 Exercise of common stock warrants at $2.50 per share, net of
  issuance costs                                                                   322,663       3,226         -             -
 Exercise of common stock warrants at $1.00 per share                               25,000         250         -             -
 Exercise of common stock options                                                  136,000       1,360         -             -
 Stock repurchases                                                                 (16,320)       (163)        -             -
 Net loss                                                                                -           -         -             -
                                                                              ------------------------------------------------
Balance at December 31, 1996                                                     7,233,228      72,333    49,187     4,764,745
 Issuance of common stock at $2.50 per share, net of issuance costs              1,904,000      19,040         -             -
 Exercise of common stock options                                                   28,000         280         -             -
 Issuance of common stock under stock purchase plan                                 15,036         151         -             -
 Conversion of Series D preferred stock into common stock                        1,032,537      10,325   (20,973)   (2,097,342)
 Series D dividends paid in common stock                                           207,921       2,079         -             -
 Net loss                                                                                -           -         -             -
                                                                              ------------------------------------------------
Balance at December 31, 1997                                                    10,420,722     104,208    28,214     2,667,403
 Issuance of common stock under stock purchase plan                                 36,715         368         -             -
 Exercise of common stock options                                                   12,000         120         -             -
 Issuance of common stock at $1.60 per share, net of issuance costs                 23,439         234         -             -
 Issuance of Series E preferred stock, net of issuance costs                             -           -    54,438     5,277,813
 Grant of stock to finder                                                           64,000         640         -             -
 Conversion of Series D and E preferred stock into common stock                    270,364       2,704    (3,450)     (344,990)
 Net Loss                                                                                -           -         -             -
                                                                              ------------------------------------------------
Balance at December 31, 1998                                                    10,827,240     108,274    79,202     7,600,226
 Issuance of common stock under stock purchase plan                                 19,429         194         -             -
 Issuance of common stock and warrants for services rendered and
  debt issued                                                                       16,941         180         -             -
 Issuance of Series G preferred stock, net of issuance costs                             -           -    21,000     2,074,596
 Conversion of Series E preferred stock into common stock                          731,000       7,310    (9,138)     (913,750)
 Exercise of common stock and Series E warrants at $.50 per share                1,848,900      18,489         -             -
 Net Loss and comprehensive loss                                                         -           -         -             -
                                                                              ------------------------------------------------
Balance at December 31, 1999                                                    13,443,510     134,447    91,064     8,761,072
 Issuance of common stock under stock purchase plan                                287,303       2,873         -             -
 Issuance of warrants and stock options for services rendered                            -           -         -             -
 Exercise of common stock options                                                   85,500         855         -             -
 Exercise of common stock warrants at $.50 per share                             4,215,000      42,150         -             -
 Conversion of Series E preferred stock into common stock                          879,000       8,790   (10,988)   (1,098,800)
 Net Loss and comprehensive loss                                                         -           -         -             -
                                                                              ------------------------------------------------
Balance at December 31, 2000                                                    18,910,313    $189,115    80,076   $ 7,662,272
                                                                              ================================================




                                                                                    Deficit
                                                                  Additional       Accumulated                             Total
                                                                    paid-in           During            Receivables     Stockholders
                                                                    capital       development stage     from stock         equity
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
 Exercise of common stock warrants at $1.25 per share              $ 1,156,870        $          -         $   -       $ 1,166,200
 Exercise of common stock warrants at $2.50 per share, net of
  issuance costs                                                       779,413                   -             -           782,639
 Exercise of common stock warrants at $1.00 per share                   24,750                   -             -            25,000
 Exercise of common stock options                                       91,650                   -             -            93,010
 Stock repurchases                                                     (81,437)                  -             -           (81,600)
 Net loss                                                                    -          (2,864,432)            -        (2,864,432)
                                                                   ----------------------------------------------------------------
Balance at December 31, 1996                                        15,619,282         (19,207,237)            -         1,249,123
 Issuance of common stock at $2.50 per share, net of issuance costs  4,601,322                   -             -         4,620,362
 Exercise of common stock options                                       20,200                   -             -            20,480
 Issuance of common stock under stock purchase plan                     29,950                   -             -            30,101
 Conversion of Series D preferred stock into common stock            2,087,017                   -             -                 -
 Series D dividends paid in common stock                               420,262            (422,341)            -                 -
 Net loss                                                                    -          (4,453,933)            -        (4,453,933)
                                                                   ----------------------------------------------------------------
Balance at December 31, 1997                                        22,778,033         (24,083,511)            -         1,466,133
 Issuance of common stock under stock purchase plan                     38,010                   -             -            38,378
 Exercise of common stock options                                        7,920                   -             -             8,040
 Issuance of common stock at $1.60 per share, net of issuance costs     37,266                   -             -            37,500
 Issuance of Series E preferred stock, net of issuance costs         3,266,250          (3,266,250)            -         5,277,813
 Grant of stock to finder                                               79,360                   -             -            80,000
 Conversion of Series D and E preferred stock into common stock        342,286                   -             -                 -
 Net Loss                                                                    -          (5,638,203)            -        (5,638,203)
                                                                   ----------------------------------------------------------------
Balance at December 31, 1998                                        26,549,125         (32,987,964)            -         1,269,661
 Issuance of common stock under stock purchase plan                     15,111                   -             -            15,305
 Issuance of common stock and warrants for services rendered and
  debt issued                                                           26,440                   -             -            26,620
 Issuance of Series G preferred stock, net of issuance costs                 -                   -             -         2,074,596
 Conversion of Series E preferred stock into common stock              906,440                   -             -                 -
 Exercise of common stock and Series E warrants at $.50 per share      905,961                   -             -           924,450
 Net Loss and comprehensive loss                                             -          (4,257,531)            -        (4,257,531)
                                                                   ----------------------------------------------------------------
Balance at December 31, 1999                                        28,403,077         (37,245,495)            -            53,101
 Issuance of common stock under stock purchase plan                    186,096                   -             -           188,969
 Issuance of warrants and stock options for services rendered          345,244                   -             -           345,244
 Exercise of common stock options                                       73,240                   -             -            74,095
 Exercise of common stock warrants at $.50 per share                 2,065,350                   -             -         2,107,500
 Conversion of Series E preferred stock into common stock            1,090,010                   -             -                 -
 Net Loss and comprehensive loss                                             -          (2,498,077)            -        (2,498,077)
                                                                   ----------------------------------------------------------------
Balance at December 31, 2000                                       $32,163,017        $(39,743,572)        $   -      $    270,832
                                                                   ================================================================




See accompanying notes.

                                      F-6


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                           Statements of Cash Flows




                                                                                                  For the period
                                                                                                   July 6, 1988
                                                                                                  (inception) to
                                                                   Years ended December 31,        December 31,
                                                             2000           1999           1998        2000
                                                   -------------------------------------------------------------
                                                                                      

Operating activities
Net loss                                              $(2,498,077)   $(4,257,531)   $(5,638,203)    $(35,801,106)
Adjustments to reconcile net loss to net cash used
 for operating activities:
  Stock and warrants issued for services
     rendered and debt interest                           345,244         26,620         80,000          476,759
  Depreciation and amortization                           155,060        264,541        368,577        2,047,898
  Write-off of purchased technology                             -              -              -          503,500
  Changes in assets and liabilities:
   Deposits                                               (35,000)             -            440          (71,177)
   Notes receivable from officers                               -          1,000         12,000         (140,000)
   Other current assets                                    (5,914)        17,193         22,409          (55,180)
   Accounts payable                                      (178,951)      (129,481)        91,819          206,981
   Accrued employee benefits                              (14,678)       (83,514)        16,018           69,657
   Other accrued expenses                                  30,300         (4,456)       (19,577)          47,418
   Deferred revenue                                       666,667              -              -          666,667
   Deferred rent                                              218         35,305         60,668           96,191
                                                      ----------------------------------------------------------
Net cash used for operating activities                 (1,867,625)    (4,130,323)    (5,005,849)     (32,284,886)

Investing activities
Purchase of technology                                          -              -              -         (570,000)
Purchase of equipment and improvements                    (45,313)       (26,099)      (197,460)      (1,856,127)
Purchases of short-term investments                             -              -              -      (16,161,667)
Sales of short-term investments                                 -              -        974,817       16,161,667
                                                      ----------------------------------------------------------
Net cash provided by (used for) investing
 activities                                               (45,313)       (26,099)       777,357       (2,426,127)


Financing activities
Net proceeds from issuance of common stock              2,370,565        939,755         83,918       19,908,231

Net proceeds from issuance of preferred stock                   -      2,074,596      5,277,813       14,290,160

Net proceeds from convertible notes and detachable
 warrants                                                       -              -              -        1,068,457

Payments on capital lease obligations                     (79,593)       (85,385)       (75,112)        (263,682)
Payment on note payable                                         -       (150,000)             -         (242,750)
Proceeds from note payable                                      -        150,000              -          484,323
                                                      ----------------------------------------------------------
Net cash provided by financing activities               2,623,466      2,928,966      5,286,619       35,577,233

Net increase (decrease) in cash and cash
 equivalents                                              710,528     (1,227,456)     1,058,127          866,220

Cash and cash equivalents at beginning of the
 period                                                   155,692      1,383,148        325,021                -
                                                      ----------------------------------------------------------
Cash and cash equivalents at end of the period
                                                      $   866,220    $   155,692    $ 1,383,148     $    866,220
                                                      ==========================================================


                                      F-7


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                           Statements of Cash Flows



                                                                                        July 6, 1988
                                                                                       (inception) to
                                                            Years ended December 31,     December 31,
                                                           2000      1999        1998       2000
                                                   --------------------------------------------------
                                                                           
Supplemental disclosures of cash flow information
Equipment purchased by capital leases                $        -   $     -    $        -      $  288,772
Interest paid                                             7,204    19,983        26,692         125,115
Imputed dividend on Series E stock                            -         -     3,266,250       3,266,250
Conversion of Series D preferred stock to common
 stock                                                        -         -        44,990       2,142,332

Conversion of Series E preferred stock to                     -         -             -               -
   common stock                                       1,098,800   913,750       300,000       2,312,550
Series D stock issued for Series C stock                      -         -             -       2,073,925
Series C dividends paid with Series D stock                   -         -             -         253,875
Series D dividends paid with common stock                     -         -             -         422,341



See accompanying notes.

                                      F-8


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                         Notes to Financial Statements
                               December 31, 2000


1.  Organization and Significant Accounting Policies

Organization and business activities

Protein Polymer Technologies, Inc. (the "Company") was established to design,
produce and market genetically engineered protein polymers for a variety of
biomedical and specialty materials applications. The Company was incorporated in
Delaware on July 6, 1988. For the period from its inception to date, the Company
has been a development stage enterprise, and accordingly, the Company's
operations have been directed primarily toward developing business strategies,
raising capital, research and development activities, conducting clinical
testing of its product candidates, exploring marketing channels and recruiting
personnel.

Liquidity

As of December 31, 2000, the Company had cash, cash equivalents and short-term
investments totaling $866,000 as compared to $156,000 at December 31, 1999. As
of December 31, 2000, the Company had working capital of $143,000 compared to
$(458,000) at December 31, 1999.

The Company believes its available cash, cash equivalents and short-term
investments would be sufficient to meet its anticipated capital requirements
through March 2001. Prior to the commercialization of its products, substantial
additional capital resources will be required to fund continuing operations
related to the Company's research, development, manufacturing, clinical testing,
and business development activities. The Company believes there may be a number
of alternatives available to meet the continuing capital requirements of its
operations, such as collaborative agreements and public or private financings.
During 2001, the Company expects that the possible exercise of existing warrants
could result in additional funds for continuing operations. Further, the Company
is currently in discussions with a number of potential collaborative partners
and, based on the results of various materials evaluations, funding in the form
of license fees, milestone payments or research and development reimbursements
could be generated. There can be no assurance that any of these fundings will be
consummated in the necessary time frames needed for continuing operations or on
terms favorable to the Company. If adequate funds in the future are not
available, the Company will be required to significantly curtail its operating
plans and may have to sell or license out significant portions of the Company's
technology or potential products.

                                      F-9


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

1.  Organization and Significant Accounting Policies (continued)

Cash equivalents and short-term investments

Short-term investments consist primarily of commercial paper, notes and short-
term U.S. Government securities with original maturities beyond three months and
are stated at estimated fair value. Similar items with original maturities of
three months or less are considered cash equivalents. The Company has
established guidelines relative to diversification and maturities that maintain
safety and liquidity. The Company has not experienced any losses on its short-
term investments.

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost, less accumulated
depreciation and amortization. Equipment is depreciated over the estimated
useful life of the asset, typically one to seven years, using the straight-line
method. Leasehold improvements are amortized over the shorter of the lease term
or life of the asset. Equipment and leasehold improvements consist of the
following:



                                                                             December 31,
                                                                       2000                1999
                                                                    --------------------------------
                                                                                   
Laboratory equipment                                                 $ 1,672,135         $ 1,626,822
Office equipment                                                         175,128             175,128
Leasehold improvements                                                   297,635             297,635
                                                                    --------------------------------
                                                                       2,144,898           2,099,585
Less accumulated depreciation and amortization                        (1,894,641)         (1,739,580)
                                                                    --------------------------------
                                                                     $   250,257         $   360,005
                                                                    ================================


Research and Development Revenues and Expenses

Research and development contract revenues are recorded as earned based on the
performance requirements of the contracts. If the research and development
activities are not successful, the Company is not obligated to refund payments
previously received. Milestone and license payments are recorded as revenue when
received as they are not refundable and the Company has no future performance
obligations. Payments received in advance of amounts earned are recorded as
deferred revenue. Research and development costs are expensed as incurred.

                                      F-10


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

1.  Organization and Significant Accounting Policies (continued)

Product revenue recognition

Sales are recognized upon shipment of products to customers.

Accounting Standard on Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of, the Company regularly evaluates its long-lived assets for
indicators of possible impairment. To date, no such indicators have been
identified.

Stock Options

As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the
Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, ("APB 25") and related Interpretations
in accounting for its employee stock options. Under APB 25, if the exercise
price of the Company's employee stock options equals or exceeds the deemed fair
value of the underlying stock on the date of grant, no compensation expense is
recognized. In accordance with EITF 96-18 options issued to non-employees are
recorded at their fair value and recognized over the related service period. The
effects of using the fair value accounting method, as described in SFAS
Statement No. 123 are described below in Note 2.

Net loss per common share

The Company reports its earnings per share in accordance with SFAS No. 128,
Earnings per Share, which requires the presentation of both basic and diluted
earnings per share on the statements of operations. Basic earnings per share are
calculated based upon weighted-average number of outstanding common shares for
the period. Diluted earnings per share are calculated based upon weighted-
average number of outstanding common shares, plus the effect of dilutive stock
options.

The net loss per common share for the years ended December 31, 2000, 1999 and
1998 is based on the weighted average number of shares of common stock
outstanding during the periods. Potentially dilutive securities include options,
warrants and convertible preferred stock; however, such securities have not been
included in the calculation of the net loss per

                                      F-11


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

1.  Organization and Significant Accounting Policies (continued)

common share as their effect is antidilutive. Since this is the case, there is
no difference between the basic and dilutive net loss per common share for any
of the periods presented and none of the prior periods were required to be
restated. For purposes of this calculation, net loss in 2000, 1999 and 1998 has
been adjusted for accumulated and/or paid dividends on the Preferred Stock.

Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, requires that the Company
disclose, either in the income statement or in a separate financial statement,
net income as currently reported and other components of comprehensive income.
Comprehensive income is defined as the change in shareholders' equity during a
period resulting from transactions and other events and circumstances from non-
owner sources. The Company adopted this standard during 1998. For the years
ended December 31, 2000, 1999 and 1998 the Company did not have any components
of comprehensive income as defined in SFAS No. 130.

New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, which will be
effective January 1, 2001. SFAS No. 133 establishes accounting and reporting
standards requiring that every derivative instrument, including certain
derivative instruments imbedded in other contracts, be recorded in the balance
sheet as either an asset or liability measured at its fair value. The statement
also requires that changes in the derivative's fair value be recognized in
earnings unless specified hedge accounting criteria are met. Management believes
the adoption of SFAS No. 133 will not have an effect on the financial
statements, as the Company does not engage in the activities covered by SFAS No.
133.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101, Revenue Recognition (SAB 101). SAB 101 provides the
SEC Staff's views in applying generally accepted accounting principles to
various revenue recognition issues and specifically addresses revenue
recognition for upfront, non-refundable fees earned in connection with research
collaboration agreements. It is the SEC's position that such fees should
generally be recognized over the term of the agreement. The Company expects to

                                      F-12


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

1.  Organization and Significant Accounting Policies (continued)

apply this accounting to its future collaborations. The Company believes its
historical revenue recognition policy is in compliance with SAB 101.

In March 2000, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 44 ("FIN44"), Accounting for Certain Transactions Involving
Stock Compensation. The Company adopted FIN 44 effective July 1, 2000 with
respect to certain provisions applicable to new awards, exchanges of awards in a
business combination, modifications to outstanding awards, and changes in
grantee status that occur on or after that date. FIN 44 addresses practice
issues related to the application of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees. The adoption of FIN 44 had no impact
on the Company's financial position or results of operations.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the amount of revenue and expense reported during the period. Actual results
could differ from those estimates.

2.  Stockholders' Equity

Convertible Preferred Stock

On August 16, 1999, the Company received $1,775,000 for 17,750 shares of Series
G Preferred Stock from several institutional and accredited individual
investors. On September 15, 1999, the Company received an additional $325,000
for 3,250 shares of Series G Preferred Stock, for a total of $2,100,000. Each
share of Series G Convertible Preferred Stock was priced at $100 per share. Each
share can be converted at any time by the holder into common stock at a price of
$0.50 per share, subject to certain antidilution adjustments. Each share of
Preferred Stock also receives a common stock warrant, exercisable for 12 months,
that allows the holder to acquire 200 shares of PPTI common stock at a price of
$0.50 per share.

In April 1999, the Company received approximately $508,000 from the exercise of
redeemable, publicly traded, warrants originally issued as part of PPTI's
Initial Public

                                      F-13


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

2.  Stockholders' Equity (continued)

Offering. Following the close of business on April 15, the remaining unexercised
redeemable, publicly traded, warrants expired. On May 12, 1999, the Company
received approximately $416,000 from the exercise of warrants issued in
conjunction with the private placement of the Company's Series E Convertible
Preferred Stock.

In 1998, the Company raised approximately $5.4 million from the sale of 54,437
shares of the Company's Series E Convertible Preferred Stock ("Series E Stock")
priced at $100 per share, with warrants to purchase an aggregate of 3,266,250
shares of common stock to a small group of institutional and accredited
investors. In connection with this transaction, the Company recorded a non-cash
"imputed dividend" expense of $3,266,250 in order to account for the difference
between the fair market value of the common stock and the conversion price of
the preferred stock into common stock.

Each share of Series E Stock is convertible at any time at the election of the
holder into 80 shares of common stock at a conversion price of $1.25 per share,
subject to certain antidilution adjustments.

As of December 31, 2000, 19,125 shares of Series E Stock had been converted into
1,530,000 shares of the Company's common stock.

Each share of Series E Stock received two common stock warrants. One warrant is
exercisable at any time for 40 shares of common stock at an exercise price of
$2.50 per share, and expired approximately 18 months after the close of the
offering; the other warrant is exercisable at any time for 20 shares of common
stock at an exercise price of $5.00 per share, and expires approximately 36
months after the close of the offering. In addition, an 18 month warrant to
acquire 200,000 common shares exercisable at $2.50 per share and a 36 month
warrant to acquire 100,000 common shares exercisable at $5.00 per share were
issued as a finder and document review fee paid to a lead investor. An 18 month
warrant to acquire 32,000 common shares exercisable at $2.50 per share, a 24
month warrant to acquire 16,000 common shares exercisable at $5.00 per share,
and 5 year warrants to acquire an aggregate of 25,200 common shares exercisable
at $2.50 per share were issued to certain persons for service as finders in
relation to the private placement.

In connection with the above private placement, the Company issued 26,420 shares
of its Series F Convertible Preferred Stock ("Series F Stock") in exchange for
the same number

                                      F-14


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

2.  Stockholders' Equity (continued)

of shares of outstanding Series D Convertible Preferred Stock ("Series D
Stock").

Each share Series D and F Stock earns a cumulative dividend at the annual rate
of $10 per share, payable if and when declared by the Company's Board of
Directors, in the form of cash, common stock or any combination thereof. The
Series D and F Stock is convertible into common stock after two years from the
date of issuance at the holder's option. The conversion price at the time of
conversion is the lesser of $3.75 or the market price. The Series D and F Stock
is redeemable at the Company's option after four years from the date of
issuance. Automatic conversion of all of the Series D and F Stock will occur if:
(a) the Company completes a public offering of common stock at a price of $2.50
or higher; or (b) the holders of a majority thereof elect to convert. The
Company has the option to demand conversion of the Series D and F Stock if the
average market price of its common stock equals or exceeds $5.00 per share over
a period of twenty business days. The Series D Stock has a liquidation
preference of $100 per share plus accumulated dividends.

The Series E Stock is convertible, at the option of the holder, into shares of
the Company's common stock, subject to anti-dilution adjustments, and has a
preference in liquidation of $100 per share, but only after any preference is
paid or declared set apart for the Series D Stock. The Company's Series F Stock
is equivalent to the Company's Series E Stock with regard to liquidation
preferences. All other terms of the Series F Stock remain the same as the
Company's Series D Stock.

Holders of the Series E Stock are entitled to receive dividends when and if
declared by the Board of Directors; however, no such dividends will be declared
or paid on the Series E Stock until the preferential cumulative dividends on the
Series D and F Stock have been fully paid or declared and set apart. Automatic
conversion of all Series E Stock will occur if: (a) the Company completes a
public offering of common stock at a price of $7.50 or higher; or (b) the
holders of more than 75% of outstanding Series E Stock elect to convert.

Series D, E and F Convertible Preferred Stock has been designated as non-voting
stock.

Stock option plans

In September 1996 the Company established the Protein Polymer Technologies,
Inc.,

                                      F-15


                      Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

2.  Stockholders' Equity (continued)

Employee Stock Purchase Plan ("Plan"). The Plan commenced January 2, 1997, and
allows for offering periods of up to two years with quarterly purchase dates
occurring the last business day of each quarter. The purchase price per share is
generally calculated at 85% of the lower of the fair market value on an eligible
employee's entry date or the quarterly purchase date. The maximum number of
shares available for issuance under the Plan is 500,000; an eligible employee
may purchase up to 5,000 shares per quarter. The Plan Administrator consists of
a committee of at least two non-employee directors of the Company. The Board may
modify the Plan at any time. During 2000, a total of 287,303 shares were
purchased under the Plan at prices ranging from $0.27 to $0.96. The value of
shares issued under the Plan as calculated in accordance with Statement 123 is
not significant and is not included in the following pro forma information.

In June 1996, the Company adopted the 1996 Non-Employee Directors Stock Option
Plan ("1996 Plan"), which provides for the granting of nonqualified options to
purchase up to 250,000 shares of common stock to directors of the Company. Such
grants of options to purchase 5,000 shares of common stock are awarded
automatically on the first business day of June during each calendar year to
every Participating Director then in office, subject to certain adjustments. No
Participating Director is eligible to receive more than one grant per year. The
purchase price of each option is set at the fair market value of the common
stock on the date of grant. Each option has a duration of ten years, and is
exercisable six months after the grant date. The Board (or a designated
committee of the Board) administers the 1996 Plan. At December 31, 2000, 165,000
options to purchase have been granted under the 1996 Plan.

The Company adopted the 1992 Stock Option Plan, which provides for the issuance
of incentive and non-statutory stock options for the purchase of up to 1,500,000
shares of common stock to its key employees and certain other individuals.  The
options will expire ten years from their respective dates of grant. Options
become exercisable ratably over periods of up to five years from the dates of
grant. At December 31, 2000, options to purchase 643,000 shares of common stock
were exercisable, and 311,500 shares were available for future grant.

The Company adopted the 1989 Stock Option Plan, which provided for the issuance
of incentive and non-statutory stock options for the purchase of up to 500,000
shares of common stock to key employees and certain other individuals. The 1989
Stock Option Plan

                                      F-16


                       Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000


2. Stockholders' Equity (continued)

expired as of March 17, 1999. Options granted in the plan became exercisable
ratably over periods of up to five years from the date of grant. At December 31,
2000, options for 380,000 shares were exercisable.

Since inception, the Company has granted non-qualified options outside the
option plans to employees, directors and consultants of the Company. At December
31, 2000, options for 115,000 shares were exercisable.

The following table summarizes the Company's stock option activity:



                                                               Years ended December 31,
                                 --------------------------------------------------------------------------------------
                                            2000                          1999                           1998
                                 -------------------------      -----------------------        ------------------------
                                                  Weighted                     Weighted                        Weighted
                                                  Average                      Average                         Average
                                                  Exercise                     Exercise                        Exercise
                                  Options          Price         Options         Price          Options          Price
                                 ---------        --------      ---------      --------        ---------       ---------
                                                                                               
Outstanding - beginning
      of year                    1,998,000          $1.23       1,765,000         $1.51        1,540,600          $1.52

   Granted                         173,500          $1.07         548,500         $0.44          568,000          $0.99
   Exercised                       (85,500)         $0.87               -             -          (12,000)         $0.67
   Forfeited/Expired              (168,500)         $1.52        (315,500)        $1.40         (331,600)         $0.83
                                 ---------          -----       ---------         -----        ---------          -----

Outstanding - end of year        1,917,500          $1.22       1,998,000         $1.23        1,765,000          $1.51
                                 =========          =====       =========         =====        =========          =====
 Exercisable - end of year       1,298,000          $1.34       1,152,000         $1.37        1,093,600          $1.36
                                 =========          =====       =========         =====        ==========         =====


The exercise prices for options outstanding as of December 31, 2000 range from
$0.88 to $1.31. The weighted average remaining contractual life of these options
is approximately 6.56 years.


Statement 123 pro forma information

Pro forma information regarding net loss is required by SFAS No. 123, and has
been determined as if the Company had accounted for its employee stock options
under the fair

                                      F-17


                       Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

2.  Stockholders' Equity (continued)

value method prescribed by SFAS No. 123, using the Black-Scholes option pricing
model. The fair value was estimated using the following weighted-average
assumptions: a risk free interest rate of 5.50% for 2000, 5.50% for 1999 and
6.00% for 1998; a volatility factor of the expected market price of the
Company's common stock of 100% for 2000, 100% for 1999 and 89% for 1998;
expected option lives of 10 years for 2000, 5 years for 1999, 5 years for 1998;
and no dividend yields for all years.

The Black-Scholes option valuation model was originally developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

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


                                                   2000               1999                1998
                                                   ----               ----                ----
                                                                             
Net loss as reported                           $(2,775,716)        $(4,535,170)        $(9,182,526)
Net loss per share as reported                       (0.16)              (0.36)              (0.88)
Net loss pro forma                              (3,077,468)         (4,772,359)         (9,877,344)
Net loss per share pro forma                         (0.17)               (.38)               (.94)
Weighted average fair value per share
  of options granted during the year           $      0.95         $      0.34         $      0.87


The pro forma effect on net loss for 2000, 1999 and 1998 is not representative
of the pro forma effect on net loss in future years because it does not take
into consideration pro forma compensation expense from option grants made prior
to 1995.

3.  Stockholder Protection Agreement

In 1997, the Board of Directors of the Company adopted a Stockholder Protection
Agreement ("Rights Plan") that distributes Rights to stockholders of record as
of

                                      F-18


                       Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

3.  Stockholder Protection Agreement (continued)

September 10, 1997. The Rights Plan contains provisions to protect stockholders
in the event of an unsolicited attempt to acquire the Company. The Rights trade
together with the common stock, and generally become exercisable ten business
days after a person or group acquires or announces the intention to acquire 15%
or more of the outstanding shares of Company common stock, with certain
permitted exceptions.  The Rights then generally allow the holder to acquire
additional shares of Company capital stock at a discounted price. The issuance
of the Rights is not a taxable event, does not affect the Company's reported
earnings per share, and does not change the manner in which the Company's common
stock is traded.

4.  Commitments

The Company leases its office and research facilities totaling 27,000 square
feet under an operating lease, which expires in May 2005. The facilities lease
is subject to an annual escalation provision based upon the Consumer Price
Index. The lease provides for deferred rent payments; however, for financial
purposes rent expense is recorded on a straight-line basis over the term of the
lease. Accordingly, deferred rent in the accompanying balance sheet represents
the difference between rent expense accrued and amounts paid under the lease
agreement.

                                      F-19


                       Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                   Notes to Financial Statements (continued)
                               December 31, 2000

4.  Commitments (continued)

Annual future minimum operating and capital lease payments are as follows:



                                                                                Obligations
                                                          Operating               Under
             Year ending December 31,                       Leases            Capital Leases
             ------------------------                     ----------          --------------
                                                                            
2001                                                      $  460,933               $ 25,651
2002                                                         461,782                      -
2003                                                         473,200                      -
2004                                                         487,396                      -
2005                                                         164,064                      -
Thereafter                                                         -                      -
                                                          ----------               --------
Total minimum operating and capital
  lease payments                                          $2,047,375                 25,651
                                                          ==========
Less amount representing interest                                                      (563)
                                                                                   --------
Present value of remaining minimum
  capital lease payments                                                             25,088
Less amount due in one year                                                         (25,088)
                                                                                   --------
Long-term portion of obligations under
  capital leases                                                                   $      -
                                                                                   ========


Cost and accumulated depreciation of equipment held under capital leases as of
December 31, 2000 was $279,497 and $201,761, respectively. The carrying amount
of the Company's obligations under its capital lease agreements approximate
their fair value and the implicit interest rate approximates the Company's
borrowing rate.

Rent expense was approximately $367,415, $417,000, $442,633, and $4,005,048 for
the years ended December 31, 2000, 1999 and 1998 and for the period July 6, 1988
(inception) through December 31, 2000, respectively.

5.  Income Taxes

At December 31, 2000, the Company had net operating loss carryforwards of
approximately $32,300,000 for federal income tax purposes, which may be applied
against future income, if any, and will begin expiring in 2004 unless previously
utilized. In addition, the Company had

                                      F-20


                       Protein Polymer Technologies, Inc.
                         (A Development Stage Company)

                         Notes to Financial Statements
                               December 31, 2000

5.  Income Taxes (continued)

California net operating loss carryforwards of approximately $11,900,000. The
California tax loss carryforwards continue to expire ($1,012,000 expired in
2000). The difference between the tax loss carryforwards for federal and
California purposes is attributable to the capitalization of research and
development expenses for California tax purposes, the required 50% limitation in
the utilization of California loss carryforwards, and the expiration of certain
California tax loss carryforwards.

The Company also has federal and California research and development tax credit
carryforwards of approximately $1,162,000 and $547,000, respectively, which will
begin expiring in 2004 unless previously utilized.

As a result of an ownership change that occurred in January 1992, approximately
$2,700,000 of the Company's federal net operating loss carryforwards will be
subject to an annual limitation regarding utilization against taxable income in
future periods.  However, the Company believes that such limitations will not
have a material impact upon the utilization of the carryforwards.

Significant components of the Company's deferred tax assets as of December 31,
2000 are shown below. A valuation allowance of $13,943,000 has been recognized
to offset the deferred tax assets as realization of such assets is uncertain.




                                                                        2000                1999
                                                                    --------------------------------
                                                                                 
Deferred tax assets:
 Net operating loss carryforwards                                   $ 11,990,000        $ 11,410,000
 Research and development credits                                      1,517,000           1,354,000
 Other, net                                                              436,000             103,000
                                                                    --------------------------------
 Total deferred tax assets                                            13,943,000          12,867,000
Valuation allowance for deferred tax assets                          (13,943,000)        (12,867,000)
                                                                    --------------------------------
Net deferred tax assets                                             $          -        $          -
                                                                    ================================


6.  Employee Benefits Plan

On January 1, 1993, the Company established a 401(k) Savings Plan for
substantially all employees who meet certain service and age requirements.
Participants may elect to defer up to 20% of their compensation per year,
subject to legislated annual limits. Each year the Company may provide a
discretionary matching contribution. As of December 31, 2000, the Company had
not made a contribution to the Savings Plan.

                                      F-21


Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          None.



                                    PART III


     Items 9, 10, 11 and 12 are incorporated by reference from the Company's
definitive Proxy Statement to be filed by the Company with the Commission no
later than April 30, 2001.


Item 13.       Exhibits, Financial Statements and Reports on Form 8-K

(a)(1) and (2) Financial Statements and Schedules

               The Financial Statements are incorporated herein as a part of
               Item 7.


(a)(3)         Exhibits

          The following documents are included or incorporated by reference:

     Exhibit
     Number         Description
     ------         -----------

     3.1 (6)        Certificate of Incorporation of the Company, as amended.

     3.1.1 (13)     Certificate of Designation of Series E Convertible Preferred
                    Stock.

     3.1.2 (13)     Certificate of Designation of Series F Convertible Preferred
                    Stock.

     3.1.3 (14)     Certificate of Designation of Series G Convertible Preferred
                    Stock.

     3.2 (6)        Bylaws of the Company, as amended.

     10.1 (1)       1989 Stock Option Plan, together with forms of Incentive
                    Stock Option Agreement and Nonstatutory Option Agreement.

     10.2 (4)       1992 Stock Option Plan of the Company, together with forms
                    of Incentive Stock Option Agreement and Nonstatutory Option
                    Agreement.

                                       27


     10.3 (1)       Form of Employee's Proprietary Information and Inventions
                    Agreement.

     10.4 (1)       Form of Consulting Agreement.

     10.5 (1)       Form of Indemnification Agreement.

     10.6 (4)       License Agreement, dated as of April 15, 1992, between the
                    Board of Trustees of the Leland Stanford Junior University
                    and the Company.

     10.7 (6)       Amended and Restated Registration Rights Agreement dated
                    September 14, 1995, among the Company and the holders of its
                    Series D Preferred Stock.

     10.8 (6)       Securities Purchase Agreement related to the sale of the
                    Company's Series D Preferred Stock.

     10.9 (7)       Letter Agreement dated as of October 4, 1996 between the
                    Company and MBF I, LLC ("MBF") relating to the provision of
                    consulting and advisory services.

     10.10 (7)      Form of Warrant with respect to a warrant for 50,000 shares
                    issued to MBF, and to be used with respect to additional
                    warrants which may be issued to MBF.

     10.11 (7)      Registration Rights Agreement dated as of October 4, 1996
                    between the Company and MBF.

     10.12 (7)      Securities Purchase Agreement dated as of January 6, 1997
                    among the Company and the investors named therein relating
                    to the sale and purchase of 1,904,000 shares of the
                    Company's common stock.

     10.13 (8)      Lease, with exhibits, dated March 1, 1996 between the
                    Company and Sycamore/San Diego Investors.

     10.14 (8)      Second Amendment to Lease between the Company and
                    Sycamore/San Diego Investors, dated March 1, 1996.

     10.15 (8)      1996 Non-Employee Directors' Stock Option Plan.


     10.16 (9)      Stockholder Protection Agreement, dated August 22, 1997,
                    between the Company and Continental Stock Transfer & Trust
                    Company as rights agent.

                                       28


     10.17 (10)     Employee Stock Purchase Plan, together with Form of Stock
                    Purchase Agreement.

     10.18 (11)     Lease, with rider and exhibits, dated April 13, 1998,
                    between the Company and Sycamore/San Diego Investors

     10.19 (12)     First Amendment to Stockholder Protection Agreement dated
                    April 24, 1998, between the Company and Continental Stock
                    Transfer & Trust Company as rights agent.

     10.20 (13)     Securities Purchase Agreement related to the sale of the
                    Company's Series E Convertible Preferred Stock dated as of
                    April 13, 1998 among the Company and Investors named therein
                    related to the purchase of 54,437.50 shares of Series E
                    Preferred Stock.

     10.21 (13)     Form of First Warrants to purchase Common Stock related to
                    the sale of the Company's Series E Preferred Stock.

     10.22 (13)     Form of Second Warrants to purchase Common Stock related to
                    the sale of the Company's Series E Preferred Stock.

     10.23 (13)     Letter of Agreement dated April 13, 1998 between the Company
                    and Johnson & Johnson Development Corporation for the
                    exchange of up to 27,317 shares of Series D Preferred Stock
                    for a like number of shares of Series F Preferred Stock.

     10.24 (14)     Securities Purchase Agreement related to the sale of the
                    Company's Series G Convertible Preferred Stock

     10.25 (14)     Form of Warrant to Purchase Common Stock issued in
                    connection with the Series G Preferred Stock

     10.26 (14)     Second Amendment to Stockholder Protection Agreement, dated
                    July 26, 1999 between the Company and Continental Stock
                    Transfer and Trust Company as rights agent

     10.27 (15)     License and Development Agreement dated as of January 26,
                    2000 between the Company and Prospectivepiercing Limited, to
                    be known as Femcare Urology Limited.

     10.28 (15)     Supply Agreement dated as of January 26, 2000 between the
                    Company and Femcare Urology Limited.

     10.29 (15)     Escrow Agreement dated as of January 26, 2000 between the
                    Company and Femcare Urology Limited.

                                       29


     10.30 (15)     Employment Agreement, dated as of February 17, 2000, between
                    the Company and J. Thomas Parmeter.

     10.31 (15)     Employment Agreement, dated as of February 17, 2000, between
                    the Company and John E. Flowers.

     10.32 (15)     Employment Agreement, dated as of February 17, 2000, between
                    the Company and Joseph Cappello.

     10.33 (15)     Employment Agreement, dated as of February 17, 2000, between
                    the Company and Franco A. Ferrari.

     10.34 (15)     License Agreement dated as of February 18, 2000 between the
                    Company and Sanyo Chemical Industries, Ltd.

     10.35          License Agreement dated December 21, 2000 between the
                    Company and Genencor International, Inc.

     10.36          Form of Warrant to Purchase Common Stock issued in
                    connection with License Agreement between the Company and
                    Genencor International, Inc.

     23.1           Consent of Ernst & Young LLP, Independent Auditors

                                       30


  (1)  Incorporated by reference to the Company's Registration Statement on Form
       S-1 (No. 33-43875) filed with the Commission on November 12, 1991, as
       amended by Amendments Nos. 1, 2, 3 and 4 thereto filed on November 25,
       1991, December 23, 1991, January 17, 1992 and January 21, 1992,
       respectively.

  (2)  Incorporated by reference to Registrant's Report on Form 10-Q for the
       quarter ended March 31, 1992, as filed with the Commission on May 14,
       1992.

  (3)  Incorporated by reference to Registrant's Report on Form 10-Q for the
       quarter ended September 30, 1992, as filed with the Commission on
       November 13, 1992.

  (4)  Incorporated by reference to Registrant's Report on Form 10-K for the
       fiscal year ended December 31, 1992, as filed with the Commission on
       March 31, 1993.

  (5)  Incorporated by reference to Registrant's Report on Form 10-KSB for the
       fiscal year ended December 31, 1994, as filed with the Commission on
       March 30, 1995.

  (6)  Incorporated by reference to Registrant's Report on Form 10-Q for the
       quarter ended September 30, 1995, as filed with the Commission on October
       24, 1995.

  (7)  Incorporated by reference to Registrant's current Report on Form 8-K, as
       filed with the Commission on January 7, 1997.

  (8)  Incorporated by reference to Registrant's Report on Form 10-KSB for the
       fiscal year ended December 31, 1996, as filed with the Commission on
       March 27, 1997.

  (9)  Incorporated by reference to Registrant's Current Report on Form 8-K, as
       filed with the Commission on August 27, 1997.

  (10) Incorporated by reference to Registrant's Report on Form 10-KSB for the
       fiscal year ended December 31, 1997, as filed with the Commission on
       April 9, 1998.

  (11) Incorporated by reference to Registrant's Report on Form 10-Q for the
       quarter ended March 31, 1998, as filed with the Commission on May 14,
       1998.

  (12) Incorporated by reference to Registrant's Report on Form 10-Q for the
       quarter ended June 30, 1998, as filed with the Commission on August 13,
       1998.

  (13) Incorporated by reference to Registrant's Report on Form 10-KSB for the
       fiscal year ended December 31, 1998, as filed with the Commission on
       April 9, 1999.

  (14) Incorporated by reference to Registrant's Report on Form 10-Q for the
       quarter ended September 30, 1999, as filed with the Commission on
       November 12, 1999.

  (15) Incorporated by reference to Registrant's Report on Form 10-KSB for the
       fiscal year ended December 31, 1999, as filed with the Commission on
       March 24, 2000.

                                       31


(b)       Reports on Form 8-K.

          On February 3, 2000, the Company filed a Current Report on Form 8-K
          with the Commission. In Item 5 of the Report, the Company reported the
          establishment of a strategic partnership with Femcare, Ltd., including
          the execution of a License and Development Agreement, a Supply
          Agreement, and an Escrow Agreement which in combination granted
          Femcare Ltd. the exclusive right to commercialize the Company's
          urethral bulking agents in Europe and Australia.

                                       32


                                   SIGNATURE


     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                              PROTEIN POLYMER TECHNOLOGIES, INC.


February 21, 2001         By  /S/  J. THOMAS PARMETER
                              -----------------------
                                 J. Thomas Parmeter
                                 Chairman of the Board, Chief
                                 Executive Officer, President


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


Signature                Capacity                        Date
- ---------                --------                        ----

/S/  J. THOMAS PARMETER  Chairman of the Board, Chief        February 21, 2001
- -----------------------  Executive Officer, President
J. Thomas Parmeter


/S/  JANIS Y. NEVES      Director of Finance, Controller,    February 21, 2001
- -------------------      and Assistant Secretary
Janis Y. Neves


/S/  RICHARD ADELSON     Director                            February 21, 2001
- --------------------
Richard Adelson


/S/  PATRICIA J. CORNELL Director                            February 21, 2001
- ------------------------
Patricia J. Cornell


/S/  EDWARD E. DAVID     Director                            February 21, 2001
- ---------------------
Edward E. David, Ph.D.


/S/  PHILIP J. DAVIS     Director                            February 21, 2001
- --------------------
Philip J. Davis


/S/  EDWARD J. HARTNETT  Director                            February 21, 2001
- -----------------------
Edward J. Hartnett


/S/  J. PAUL JONES       Director                            February 21, 2001
- ------------------
J. Paul Jones, Ph.D.

                                       33


/S/  KERRY L. KUHN       Director                            February 21, 2001
- ------------------
Kerry L. Kuhn, M.D.


/S/  GEORGE R. WALKER    Director                            February 21, 2001
- ---------------------
George R. Walker

                                       34

EX-10.35

                                                                   EXHIBIT 10.35

                               License Agreement

This Agreement made as of this 21st day of  December, 2000 ("Effective Date") by
and between Genencor International, Inc., a Delaware corporation with its
principal place of business at 925 Page Mill Road, Palo Alto, CA 94304 ("GCOR")
and Protein Polymer Technologies, Inc., a Delaware corporation with its
principal place of business at 10655 Sorrento Valley Road, San Diego, CA 92121
("PPT").

WHEREAS, PPT has developed certain technology, know-how and intellectual
property relating to recombinant, repetitive unit proteins and peptides and is
willing to license said technology, know-how and intellectual property to GCOR;

WHEREAS, GCOR desires to obtain an exclusive license to said technology, know-
how and intellectual property relating to recombinant, repetitive unit proteins
and peptides from PPT;

WHEREAS, PPT and GCOR have entered into a Confidential Disclosure Agreement,
Effective Date August 2, 1999, as amended, pursuant to which the parties have
been discussing terms and conditions for a license and now wish to conclude such
a transaction;

NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, the parties agree as follows:

                            Article I - Definitions

The following definitions shall control the construction of each of the
following terms wherever they appear in this Agreement:

1.1  "Additional Application Fields" shall mean the use of a Licensed Product in
     any application within the Field but outside the specific Application
     Fields enumerated in Section 1.2.

1.2  "Application Fields" shall mean the use of a Licensed Product(s) in the
     following (i) production or processing of **; (ii) **; (iii) industrial **;
     (iv) **; (v) ** technology; (vi) ** devices; or (vii) ** materials.

1.3  "Confidential Information" shall mean all information of either party
     related to Licensed Rights or a Licensed Product or otherwise designated as
     confidential by the disclosing party ("Discloser") which the Discloser
     provides to the other party ("Recipient") in accordance with the terms of
     this Agreement, in writing and designated as confidential or, if originally
     disclosed orally or otherwise, is reduced to writing marked as confidential
     and provided to the Recipient within thirty (30) days of the disclosure.

1.4  "Core Product" shall mean one or more Licensed Products characterized by
     substantially similar repeat units arranged in a defined sequence.  A
     single Core Product therefore would encompass for example the following
     repeat units:  A-B-A-A-B-C and A-B-A'-A-B-C (where the amino acid sequence
     of repeat unit A' is substantially similar to the amino acid sequence of
     repeat unit A).

1.5  "Date of First Commercial Sale (DFCS)" shall mean in respect of each
     Licensed Product the first arm's length transaction with a willing buyer
     for the sale of such Licensed Product into the market place for commercial
     uses by GCOR or its sublicensee.



** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.
                                       1


1.6  "Field" shall mean the research, development, production and/or sale of
     products or processes incorporating Licensed Patents or Licensed Know-How
     for any and all applications including but not limited to the Application
     Fields but excluding those applications that are subject to regulation in
     the United States under the Food, Drug and Cosmetics Act, the Medical
     Devices Act and any amendments or updates thereto (these regulated
     applications hereinafter referred to as the "Health Care Field").


1.7  "Licensed Know-How" shall mean any proprietary and confidential know-how
     owned or controlled by PPT on the Effective Date, including technical data,
     experimental results,  techniques, methods, technology, processes, recipes
     and written materials related to recombinant, repetitive unit proteins and
     peptides as well as gene construction, protein polymer and corresponding
     DNA sequences, polymer production systems, acceptor vectors, plasmids,
     polymer gene and gene monomers, maps and DNA sequences for all plasmid
     constructs, host production cells, fermentation and recovery/purification
     protocols, and applications or use data of such proteins and protein
     polymers.

1.8  "Licensed Patents" shall mean patent applications owned or controlled by
     PPT as of the Effective Date as listed in Exhibit 1.8 attached hereto and
     any patents issued on any such patent applications and including any
     reissued patents, re-examined patents, divisions, renewals, continuations
     and continuations in part, substitutions, extensions or foreign
     counterparts thereof.

1.9  "Licensed Products" shall mean any product or process derived by,
     expressed, made or produced using the Licensed Rights within an Application
     Field or Additional Application Field.

1.10 "Licensed Rights" shall mean collectively PPT's Licensed Patents and
     Licensed Know-How.

1.11 "Net Sales" shall mean with respect to a Licensed Product, the ** or its
     subsidiaries (on a **) to unrelated third parties for a Licensed Product,
     less:

**



** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

                                       2


1.12    **

1.13    **

1.14    **

                         Article II - Grant of License

2.1  Subject to GCOR's compliance with the terms and conditions of this
     Agreement, for a period of eighteen (18) months from the Effective Date
     (the "Initial Grant Period") PPT hereby grants to GCOR a worldwide,
     royalty-bearing (in accordance with Article III below), exclusive (except
     as to pre-existing rights to license granted within the Field as specified
     in Exhibit 2.1 attached hereto) and sublicenseable (in accordance with
     Section 2.2 below) right and license to practice the Licensed Patents and
     Licensed Know-How to make, have made, use, promote, market, distribute,
     import and sell Licensed Products within the Field.  Provided further that:

** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.
                                       3


     (a)  Upon expiration of the Initial Grant Period for the remainder of the
          term of this Agreement, GCOR's exclusive license will automatically
          convert to a worldwide, royalty-bearing (in accordance with Article
          III below), exclusive and sublicenseable (in accordance with Section
          2.2 below) right and license to practice the Licensed Patents and
          Licensed Know-How to make, have made, use, promote, market,
          distribute, import and sell Licensed Products within the Application
          Fields and, beginning on the date of addition to the license in
          accordance with Section 2.1(b), any Additional Application Fields
          added at any time during the term of this Agreement, subject to the
          provisions of Section 3.2 and Article V of this Agreement.
     (b)  At any time during the term of this Agreement GCOR shall have the
          option to expand the Application Fields to include Additional
          Application Fields (the "Option").  To exercise its Option GCOR shall
          provide PPT written notice of its intent to initiate, either on its
          own or with a third party, a program for the development of Licensed
          Product in a specified Additional Application Field.  GCOR shall not
          have the right to exercise such Option without the prior written
          approval of PPT, which approval shall not be untimely or unreasonably
          withheld.  Upon such approval by PPT, the specified Additional
          Application Field shall be included within GCOR's exclusive license.
          Should GCOR fail to initiate a development program within the
          specified Additional Application Field within twelve (12) months from
          approval by PPT, GCOR's right and license to said Additional
          Application Field shall lapse.
      (c) Furthermore, during the term of this Agreement PPT hereby grants GCOR
          a right of first refusal for the development, manufacture, use and
          sale of product(s) developed using the Licensed Rights for any use
          within the Field and outside the Application Field(s) and any approved
          Additional Application Field(s) included within GCOR's exclusive
          license pursuant to Section 2.1(b). Subject to GCOR's right of first
          refusal, in the event PPT identifies a product opportunity for
          development within the Field and outside the Application Fields(s) and
          any approved Additional Application Field(s), PPT shall prior to
          initiating such development itself or with a third party through a
          license, collaboration or otherwise provide GCOR the opportunity to
          develop the product. PPT shall do so by providing GCOR with a written
          offer that  shall include, at a minimum a description of the proposed
          product and applications and such other information as may be
          reasonably available and may be necessary for GCOR to evaluate such
          product opportunity. GCOR shall accept or decline the offer within
          forty-five (45) days of its receipt of the offer. If GCOR accepts the
          offer the product and application field shall become subject to the
          terms and conditions of this Agreement.  Likewise, subject to GCOR's
          right of first refusal, if a third party should approach PPT
          requesting a license or collaboration to develop a product within the
          Field and outside the Application Field(s) and any approved Additional
          Application Field(s), PPT shall provide GCOR with a written offer that
          shall include at a minimum, (i) a description of the proposed product
          and application; (ii) the proposed license or collaboration structure
          with respect to such product and applications; and (iii) any other
          applicable material terms or conditions.  GCOR shall accept or decline
          the offer within forty-five (45) calendar days after receipt of such
          offer. A failure to respond shall be a decline of the offer.

2.2  GCOR shall have the right to sublicense its exclusive right and license to
     practice the Licensed Patents and Licensed Know-How except to the extent
     such relate to gene construction and polymer production technology without
     PPT's prior approval. GCOR shall also have the right to sublicense or
     otherwise transfer its exclusive right and license to practice the Licensed
     Patents and Licensed Know-How related to gene construction and polymer
     production technology to third parties as necessary for the
     commercialization of

                                       4


     Licensed Products subject to PPT's approval which approval shall not be
     unreasonably withheld. GCOR shall be responsible for compliance by
     sublicensees with the terms and provisions of this Agreement.

2.3  PPT retains all rights to the Licensed Rights not expressly granted to GCOR
     pursuant to this Agreement. Subject only to the rights granted to GCOR
     pursuant to this Agreement, title to the Licensed Rights shall at all times
     after the initial grant paeriod remain with PPT.  Subject to GCOR's Option
     and right of first refusal pursuant to Section 2.1(b) and (c) respectively,
     PPT shall at all times have the right to freely use the Licensed Rights
     outside of the Application Field or Additional Application Fields, as
     applicable. In addition, PPT, in its sole discretion, shall have the right
     to use or license the Licensed Rights to any third parties for uses in the
     Health Care Field. Periodically and at least one time per year the parties
     will meet and discuss their respective efforts with the Licensed Rights
     including any modifications, enhancements and improvements to the Licensed
     Rights ("Improvements") which have been made by either party.  To the
     extent that GCOR makes any Improvements which may be useful in the Health
     Care Field, the parties will discuss and agree on how to commercialize such
     Improvements in the Health Care Field.

                        Article III - Fees and Royalties

3.1  Upfront Payment.  Within fifteen (15) days of the Effective Date, GCOR
     ----------------
     shall pay PPT a lump sum non-refundable payment of Seven Hundred and Fifty
     Thousand US Dollars ($750,000).

3.2  Milestone Payments.  In consideration of PPT entering into this Agreement
     -------------------
     and the right and licenses granted to GCOR hereunder, during the term of
     this Agreement, GCOR will pay PPT certain milestone payments (the
     "Milestone Payments") as detailed below:

     **

3.3  Royalties.  Prior to commercialization of any Licensed Product GCOR and PPT
     ---------
     shall in good faith agree on the applicable PPT Intellectual Property Class
     (Class I-IV) of the Core Product embodied in the proposed Licensed Product.
     For each Royalty Payment due under this Agreement: (i) the weighted average
     selling price of Licensed Product will be determined, which together with
     the PPT Intellectual Property Class determination results in a Selling
     Price Multiplier; and (ii) actual annual Net Sales of each Licensed Product
     will be determined and summed to yield the Core Product Net Sales, which
     together with the PPT Intellectual


** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.
                                       5


     Property Class determination results in a Net Sales Multiplier. For
     illustrative purposes only, a hypothetical determination of the weighted
     average selling price for Licensed Product and Core Product Net Sales are
     set forth in Exhibit 3.3.

     (a)  Royalties on GCOR Sales of Licensed Product.  Taking each of these
          -------------------------------------------
          factors into consideration the Net Effective Royalty Rate payable by
          GCOR on Net Sales of a Licensed Product will be calculated using the
          following formula:

          Net Effective Royalty Rate=(royalty rate for applicable PPT
          Intellectual Property Class) X (Selling Price Multiplier) X (Net Sales
          Multiplier).

          The Net Effective Royalty Rate for each Licensed Product will be
          multiplied by GCOR's Net Sales of the Licensed Product to calculate
          the royalty payable to PPT.  For illustrative purposes only,
          hypothetical calculations of Net Effective Royalty Rates are set forth
          in Exhibit 3.3(a).

     (b)  Royalties for Third Party Sales of Licensed Product.  In the event a
          ---------------------------------------------------
          third party licensee sells Licensed Product the Net Effective Royalty
          Rate shall be calculated in the same manner as detailed in section 3.3
          (a), however rather than multiplying the Net Effective Royalty Rate by
          GCOR's Net Sales, the Net Effective Royalty Rate shall be multiplied
          by GCOR's share or interest in the Licensed Product or the Licensed
          Product-related revenue from the third parties' sales of Licensed
          Product.

3.4  Third Party Royalty Obligations.  Except as provided in Section 3.4(a)
     --------------------------------
     below, GCOR's total royalty rate for a Licensed Product will not exceed **.
     Accordingly if the manufacture, use or sale of a Licensed Product requires
     one or more license(s) to third party intellectual property in addition to
     PPT Licensed Rights, PPT's Net Effective Royalty Rate shall be reduced by
     the royalty rate due by GCOR to said third party(s) so that GCOR's total
     royalty rate does not exceed **.

     (a)  **

                        Article IV- Payments and Reports

4.1  Net Sales Records; Reports.  GCOR shall keep complete and correct records
     ---------------------------
     of Net Sales of Licensed Products sold by GCOR for a period of three (3)
     years after the making of a royalty payment under this Agreement. Annually,
     GCOR will provide PPT a report summarizing any susblicensing arrangements,
     joint ventures, strategic alliances or other partnering arrangements and
     any third party activity relating to the Licensed Rights.

4.2  Royalty Payments for GCOR sales.  Royalty payments shall be made within
     --------------------------------
     thirty (30) days of the end of each calendar quarter during the term of
     this Agreement.  Accordingly, royalty payments under this Agreement shall
     become due and payable on each April 30, July 31, October 31 and January 31
     for the preceding quarter.  Royalties for the first three (3) quarters will
     be pro-rated based on projected annual Net Sales.  At the end of the
     calendar year when actual annual Net Sales information is available, GCOR
     will adjust up or down the fourth quarter payment to reconcile projected
     Net Sales and actual Net Sales and the royalties due. Payment shall be
     accompanied by a report showing the gross receipts from sales of Licensed
     Products less the deductions permitted in Section 1.11 and the resulting
     Net Sales used in the

** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.
                                       6


     computation of the royalty payments as well as any reductions in the
     royalty obligation of GCOR pursuant to Section 3.4.

4.3  Payments for Third Party Sales.  If product revenue is generated by GCOR's
     -------------------------------
     sublicensee's sale of Licensed Product or the sale of Licensed Product by
     any other entity including, without limitation, pursuant to a joint
     venture, strategic alliance or other partnering arrangement, rather than
     GCOR's direct sale of such Licensed Product, and GCOR therefore receives
     its revenue or any other form of payment based on any third party's
     product-related revenue, then GCOR shall keep complete and correct records
     of payments received by it based on product-related revenues.

4.4  Currency and Exchange Rates.  GCOR shall make all payments to PPT under
     ----------------------------
     this Agreement in US Dollars and to a bank account to be designated by PPT.
     Net Sales shall be calculated on the basis of the rates of exchange as
     quoted by the Wall Street Journal (US Edition) using the weighted average
                   -------------------
     exchange rate of the calendar year royalty period in which the
     corresponding sales of Licensed Product were made.

4.5  Audit.  GCOR shall allow PPT to appoint a firm of independent certified
     -----
     public accountants to whom GCOR has no reasonable objection.  GCOR shall
     give such accountants access, during ordinary business hours and subject to
     a reasonable advance notice, to such books, records and personnel of GCOR
     as are necessary to verify the accuracy of any royalty or equivalent
     payment made or payable under the Agreement. Such access shall be granted
     no more than once in a calendar year, at PPT's request and expense. The
     independent certified accountants will be under a confidentiality
     obligation to GCOR to disclose to PPT in its report only the amount of
     royalties payable under the Agreement. If the results of any such audit
     reveal a net underpayment by GCOR to PPT of amounts due pursuant to this
     Agreement, then GCOR shall within thirty (30) calendar days of receipt of
     notice by GCOR of such underpayment pay to PPT (i) the amount of such
     underpayment plus interest accrued at the lower of (a) the rate of prime
     rate plus one percent (1%) per annum and (b) the highest rate allowed by
     applicable law and (ii) the reasonable costs and expenses incurred by PPT
     in connection with such audit.  If the results of such audit reveal a net
     overpayment by GCOR to PPT of any amounts due pursuant to this Agreement,
     then GCOR shall receive a credit in the amount of such overpayment against
     any royalty payments due to PPT.

                            Article V - **

5.1  GCOR's ** license as granted in Article III will ** license subject to
     Section 5.2 hereof if GCOR fails to make a combined Minimum Payment arising
     from either (i) Milestone Payments and Royalties but excluding the Seven
     Hundred and Fifty Thousand US Dollars ($750,000) upfront fee; or (ii) a
     lump sum payment to PPT as follows:
     **

** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

                                       7


5.2  If GCOR fails to make the combined Minimum Payments in the time periods set
     forth whether through Milestone Payments and Royalties or lump sum payments
     in the relevant time period specified in Section 5.1 (a)-(c) then GCOR's **
     license shall be ** license to develop, make, have made, use, promote,
     import and sell Licensed Products, the development of which has already
     been initiated, in the applicable Application Fields and Additional
     Application Fields .

                        Article VI - Technology Transfer

6.1  Promptly after the Effective Date PPT shall transfer the Licensed Know-How
     to GCOR as specified in that certain letter dated December 21, 2000 from
     PPT to GCOR.  In consideration of the fees paid by GCOR this transfer shall
     be free of additional charge and shall include costs incurred by PPT
     associated with up to three (3) days of consultation by PPT research and
     development personnel to enable the effective and efficient transfer of the
     Licensed Know How to GCOR.  In addition to the initial transfer, GCOR may
     request at its expense additional consulting from PPT personnel up to an
     additional five (5) days.  GCOR will bear reasonable and customary
     consultation fees for any such additional consulting requested.

                             Article VII - Warrants

7.1  PPT shall grant warrants to GCOR pursuant to definitive warrant agreements
     attached hereto ** as follows:

     (a)  Stock warrants for shares of PPT common stock valued at Five Hundred
          Thousand US Dollars  ($500,000) **

     (b)  Stock warrants for shares of PPT common stock valued at Five Hundred
          Thousand US Dollars ($500,000) **

       Article VIII - Representations and Warranties and Indemnification

8.1  Representation and Warranties By PPT.  PPT represents and warrants to GCOR
     -------------------------------------
     that:
     (a)  it has the authority to enter into this Agreement;
     (b)  it owns the Licensed Rights and/or has the right to grant to GCOR the
          license granted under Article II hereof and that said licenses do not
          conflict with or violate the terms of any agreement between PPT and
          any third party;
     (c)  there is no ongoing administrative or judicial proceeding contesting
          the inventorship, ownership, validity or enforceability of any element
          of the Licensed Rights nor has there been any such administrative or
          judicial proceeding in the past;

** Material is confidential and has bee omitted and filed separately with the
Securities and Exchange Commission.

                                       8


     (d)  it has not as of the Effective Date, granted the right to license the
          Licensed Rights to any third party in the licensed Field except as
          disclosed in Exhibit 2.1; and
     (e)  PPT has no third party agreements which would be violated by the
          disclosure or transfer to GCOR of Licensed Know-How.

8.2  Representations and Warranties By GCOR.  GCOR represents and warrants to
     ---------------------------------------
     PPT that:

     (a)  GCOR has the authority to enter into this Agreement;
     (b)  this Agreement does not conflict with the terms of any other agreement
          to which it is subject; and
     (c)  GCOR is in compliance with: (i) all laws applicable to the purchase,
          storage, transport, labeling, distribution or commercialization by it
          of the Licensed Product, Licensed Know-How and Licensed Patents; (ii)
          the U.S. Export Administration laws and regulations and shall not
          export or re-export any technical data or intellectual property, or
          the direct products of such technical data or intellectual property,
          or Licensed Product to any prohibited country listed in the U.S.
          Export Administration Regulations unless properly authorized to do so
          by the U.S. government.

8.3  Indemnification by PPT.  PPT shall defend, indemnify and hold GCOR harmless
     -----------------------
     against any liability, damage, cost or expense, including reasonable legal
     fees arising out of or resulting from:  (i) PPT's breach of a material term
     of this Agreement; (ii) PPT's breach of any representation or warranty set
     forth in Section 8.1; and (iii) any third person claim(s) or suit(s) made
     or brought against GCOR to the extent such liability arises out of or
     relates to PPT's gross negligence or willful misconduct with regard to the
     licenses granted herein by PPT to GCOR or the transfer of Licensed Know-How
     hereunder by PPT.

8.4  Indemnification by GCOR.  GCOR shall defend, indemnify and hold PPT
     ------------------------
     harmless against any liability, damage, cost or expense, including
     reasonable legal fees arising out of or resulting from:  (i) GCOR's breach
     of a material term of this Agreement; (ii) GCOR's breach of any
     representation or warranty set forth in Section 8.2; and (iii) any third
     person claim(s) or suit(s) made or brought against PPT to the extent such
     liability arises out of or relates to GCOR's manufacture, use or sale of
     Licensed Products or use of the PPT Licensed Rights, except to the extent
     such liability is the result of PPT's gross negligence or willful
     misconduct.

8.5  Notice and Cooperation.  If either party receives notice of any claim or of
     ----------------------
     the commencement of any action, administrative or legal proceeding, or
     investigation as to which the indemnity provided for in Section 8.3 or 8.4
     hereof may apply:

     (a)  the party seeking indemnification shall notify the indemnifying party
          of such fact within fourteen (14) days at the address noted in Section
          13.7; provided that the failure to so notify shall not release an
          indemnifying party of its obligations hereunder unless such failure
          shall be materially detrimental to the defense of any such action,
          proceeding or investigation; and
     (b)  the party seeking indemnification shall cooperate with and assist the
          indemnifying party and its representatives in the investigation and
          defense of any claim and/or suit for which indemnification is
          provided.

8.6  Defense and Settlement.  The indemnifying party shall control the defense
     -----------------------
     of any claim and/or suit for which indemnification is provided under this
     Article VIII.  This agreement of

                                       9


     indemnity shall not be valid as to any settlement of a claim or suit or
     offer of settlement or compromise without the prior written approval of the
     indemnifying party.

8.7  Limitation on Damages.  Notwithstanding any provision in this Agreement to
     ----------------------
     the contrary, in no event will PPT or GCOR be liable for special,
     exemplary, incidental or consequential damages or for damages of any kind
     based upon the loss of revenue or anticipated profits.

                      Article IX - Collaboration Agreement

9.1  Collaboration Agreement.  At any time within three (3) years of the
     ------------------------
     Effective Date of the Agreement at GCOR's request and discretion, it may
     notify PPT of its intent to enter a subsequent funded research and
     development collaboration agreement with PPT (the "Collaboration"). If GCOR
     provides timely notice to PPT and the parties commence such a Collaboration
     no sooner than the second year of the License Agreement, then PPT shall
     make personnel available for funded research and development of up to Five
     Hundred Thousand US Dollars ($500,000) over a twelve (12) month funding
     period. Any such Collaboration shall be memorialized in a definitive
     agreement including a work plan detailing the efforts to be undertaken in
     the program as well as terms and conditions for GCOR's funding and such
     other terms and conditions as the parties mutually agree upon. All
     intellectual property rights arising from such a Collaboration shall be
     licensed to GCOR under reasonable terms and conditions and in no event
     under terms less favorable than those included herein. Furthermore said
     terms and conditions shall take into consideration GCOR's funding of the
     Collaboration. Notwithstanding the foregoing, PPT shall have no obligation
     whatsoever to enter into the Collaboration if GCOR is in breach of any
     provision of this Agreement.

          Article X - Patent Maintenance, Prosecution and Enforcement

10.1 PPT, at its expense, shall use commercially reasonable efforts to
     prosecute and maintain the Licensed Patents only in **. PPT will provide
     GCOR an update on the status of all Licensed Patents periodically (not to
     exceed two times per calendar year) upon GCOR's reasonable request.

10.2 In the event that GCOR provides PPT with written notice of and evidence
     establishing a substantial case of infringement of a Licensed Patent by a
     third party with a product similar to a Licensed Product which infringing
     product is made, used or sold using Licensed Rights, PPT may at its sole
     discretion within thirty (30) days of receipt of such notice and evidence
     take action it deems appropriate to abate such infringement.  If PPT elects
     to take action against such infringement, at GCOR's discretion it may
     advance to PPT one-half of the total costs and expenses related to such
     action and in return receive a credit against royalty payments due PPT for
     all such advanced amounts.  In addition, GCOR shall render all reasonable
     assistance in connection therewith including being named as a party, if
     necessary.  In such an event, GCOR shall have the right to be represented
     in that action by counsel of its own choice and at GCOR's expense.

     If PPT fails to take action against such infringement or possible
     infringement, GCOR to the extent allowable by law shall have the right at
     its sole discretion to take any necessary action against such infringement
     or possible infringement.  In no event shall GCOR settle or abate such
     infringement by granting any rights to Licensed Patents without the prior
     written consent of PPT. If GCOR elects to take action against such
     infringement, PPT shall render all reasonable assistance to GCOR, at PPT's
     cost and expense in connection therewith including being named as a party,
     if necessary.  In such event, PPT shall have the right to be

** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

                                       10


     represented by counsel of its own choice and at PPT's expense.
     Alternatively, at its sole discretion, PPT may assign to GCOR all of its
     right, title and interest in the relevant Licensed Patent(s).

     The party enforcing any Licensed Patent shall bear the cost and shall have
     the right to any sum recovered in such proceedings in proportion to its
     costs in such proceeding.

                          Article XI - Confidentiality

11.1 In consideration of disclosure by either of the parties to the other party
     of Confidential Information, the Recipient undertakes for the term of this
     Agreement and five (5) years thereafter to treat received information as
     strictly secret and therefore not to disclose it to any third party (except
     reliable employees and affiliates and sublicensees under similar secrecy
     obligations), and to make no commercial use of it except for the purposes
     of this Agreement or except as otherwise specifically provided for herein.
     This obligation does not apply to:

     (a)  information which, at the time of disclosure, is already in the public
          domain;

     (b)  information which, after disclosure, becomes a part of the public
          domain by publication through no violation of this Agreement;

     (c)  information which the Recipient is able to prove by competent written
          evidence to have been in the Recipient's possession prior to any
          disclosure by the Discloser;

     (d)  information which is hereafter lawfully disclosed by a third party to
          the Recipient, which third party did not acquire the information under
          a still effective obligation of confidentiality to the Discloser; and

     (e)  information which is independently developed by or for a party.

11.2 Press Release.  Neither party shall issue any public statement concerning
     -------------
     the existence or terms of this Agreement or any activities related hereto
     without consulting and agreeing with the other party on the nature, text
     and timing of such public statement.  However, each party may disclose this
     Agreement or any activities related hereto without the other party's
     approval if such approval has been requested but not received within forty-
     eight (48) hours and such party concludes, after consulting with its legal
     advisors, that it is required by law or regulatory or listing agency to
     disclose the transaction or part thereof.  Furthermore, GCOR shall be free
     to disclose through a press release or otherwise any third party
     transaction(s) it concludes relating to the Licensed Rights without PPT's
     approval.  GCOR will endeavor but is not obligated to provide PPT with
     prior notice of such proposed disclosure and to acknowledge PPT as GCOR's
     licensor of the Licensed Rights.

                        Article XII - Term & Termination

12.1 Term.  This Agreement shall commence on the Effective Date and shall
     ----
     continue until expiry of the last remaining Licensed Patent, unless earlier
     terminated in accordance with this Article XII.

12.2  Termination.  Either party hereto shall have the right, by notice in
      -----------
     writing, to terminate this Agreement:

                                       11


     (a)  in the event that the other party is in default or breach of any
          material covenant, undertaking or obligation to be performed by that
          party hereunder including but not limited to (i) breach of the license
          terms under Article II such as use of the Licensed Rights outside the
          Field, (ii) breach of any of the payment provisions under Article III,
          (iii) breach of the representation and warranties under Article VIII,
          (iv) breach of confidentiality undertakings under Article XI, and such
          default or breach is not corrected or cured within for a non-monetary
          breach sixty (60) days after written notice thereof has been given by
          the non-defaulting party or for a monetary breach thirty (30) days
          after written notice thereof has been given by the non-defaulting
          party; or
     (b)  in the event that the other party shall enter into any arrangement or
          composition with its creditors, or enter or be put into voluntary or
          compulsory liquidation (except for the purpose of any reorganization
          reasonably acceptable to the other party), or have its business
          enjoined into receivership by executive or judicial authorities.

12.3 GCOR shall be ** .Upon termination of this Agreement, GCOR shall
     immediately destroy and certify such destruction in writing to PPT, or
     return to PPT, all materials provided by PPT to GCOR under this Agreement,
     including, without limitation, all materials related to Licensed Know-How,
     Licensed Patents and Licensed Products.

12.4 Any termination under this Article shall be without prejudice to the rights
     of either party against the other then accruing or otherwise accrued under
     the Agreement.

12.5 Expiration of this Agreement pursuant to Section 12.1 or termination of
     this Agreement pursuant to Section 12.2 or 12.3 shall terminate all
     outstanding obligations and liabilities between PPT and GCOR arising from
     this Agreement except:

          (a) obligations to pay royalties and other sums accruing hereunder up
              to the day of such termination;

          (b) the right to complete the manufacture and sale of Licensed
              Products which qualify as "work in progress" under generally
              accepted cost accounting standards or which are in stock at the
              date of termination, and the obligation to pay royalties on Net
              Sales of such Licensed Products;

          (c) obligations for record keeping and accounting reports for so long
              as Licensed Product is sold pursuant to this Agreement;

          (d) PPT's right to inspect books and records as in Section 4.5;

          (e) Representations and warranties and indemnity under Article VIII
              shall survive for a period of three (3) years after the date of
              expiration or termination of this Agreement;

          (f) Any cause of action or claim of GCOR and sublicensees or PPT
              accrued or to accrue because of any breach or default by the other
              party hereunder;

          (g) The confidentiality provisions of Article XI;

** Materials is confidential and has veen omitted and filed seperately
with the securities and Exchange Commission.

                                       12


          (h) All other terms, provisions, representation, rights and
              obligations contained in this Agreement that by their sense and
              context are intended to survive until performance thereof by
              either or both parties.

                    Article XIII - Miscellaneous Provisions

13.1 Force Majeure.  Each of the parties hereto shall be excused from the
     -------------
performance of its obligations hereunder and shall not be liable for damages to
the other in the event that such performance is prevented by circumstances
beyond its effective control.  Such excuse from performance shall continue for
as long as the condition responsible for such excuse continues and for a period
of thirty (30) days thereafter, provided that if such excuse continues for a
period of one hundred and eighty (180) days, the party whose performance is not
being prevented shall be entitled to withdraw from this Agreement.  For the
purpose of this Agreement circumstances beyond the effective control of the
party which excuse said party from performance shall include, without
limitation, acts of God, enactments, regulations or laws of any government,
injunctions or judgment of any court, war, civil commotion, destruction of
facility or materials by fire, earthquake, storm or other casualty, labor
disturbances and failure of public utilities or common carrier.

13.2 Non-Solicitation. As a material inducement to PPT executing, delivering
     ----------------
     and performing this Agreement, for a period of ** after the Effective Date
     GCOR agrees that it will not (i) solicit or attempt to solicit any employee
     of PPT to terminate his or her employment with PPT, or (ii) employ or
     solicit employment elsewhere of any employee or consultant of PPT, in each
     case without the prior written consent of PPT.

13.3   Independent Contractors.  Nothing in this Agreement is intended or shall
       -----------------------
be deemed to constitute a partnership, agency, employment or joint venture
relationship between the parties.  All activities by the parties hereunder shall
be performed by the parties as independent parties.  Neither party shall incur
any debts or make any commitment for or on behalf of the other party except to
the extent, if at all, specifically provided herein or subsequently agreed upon.

13.4.  Limitation On Assignment.  Except as provided herein, neither party may
       ------------------------
assign this Agreement nor any interest or obligation hereunder except with the
prior written consent of the other party, which consent shall not be
unreasonably or untimely withheld.  Either party may assign this Agreement in
connection with the sale or transfer of all or substantially all of its business
to which this Agreement relates without consent but with timely notice.  Any
permitted assignee shall assume all of the obligations of its assignor under
this Agreement.

13.5 Amendments of Agreement.  This Agreement may be amended or modified or one
     -----------------------
or more provisions hereof waived only by a written instrument signed by both
parties.

13.6 Severability.  In the event that any one or more of the provisions of this
     ------------
Agreement should for any reason be held by any court or authority having
jurisdiction over this Agreement and the parties to be invalid, illegal or
unenforceable, such provisions shall be deleted in such jurisdiction; elsewhere
this Agreement shall not be affected.

13.7 Article Headings.  The section headings contained in this Agreement are for
     ----------------
convenience only and are to be of no force or effect in construing and
interpreting this Agreement.

13.8 Notices.  Any notice, report, request, approval, payment, consent or other
     -------
communication required or permitted to be given under this Agreement shall be in
writing and shall for all purposes

** Materials is confidential and has been omitted and filed seperately
with the securities and Exchange Commission.

                                       13


be deemed to be fully given and received, if delivered in person or sent by
registered mail, postage prepaid or by facsimile transmission to the respective
parties at the following addresses:

               If to PPT:     Protein Polymer Technologies, Inc.
                              10655 Sorrento Valley Road
                              San Diego, CA 92121
                              Telefax: 858-558-6477
                              Attention: President


          If to Genencor:    Genencor International, Inc.
                             925 Page Mill Road
                             Palo Alto, CA 94304
                             Telefax:   650-845-6507
                             Attention: Senior Vice President
                                       Commercial & Legal Affairs


Either party may change its address for the purpose of this Agreement by giving
the other party written notice of its new address.

13.9 Arbitration of Disputes.  Excepting only actions and claims relating to
     -----------------------
actions commenced by a third party against PPT or GCOR (including, without
limitation, for injuries caused by a Licensed Product or in respect to a
trademark or patent infringement claim), any controversy or claim arising out of
or relating to the terms and conditions of this Agreement, or the decision to
agree upon these terms, or the breach thereof, including questions of validity
or termination hereof, shall be settled exclusively by arbitration in accordance
with the rules of the American Arbitration Association. If such controversy or
claim relates to patent validity then the Patent Arbitration Rules of the AAA
shall apply; otherwise the Commercial Arbitration Rules of the AAA shall apply.
     There shall be one (1) arbitrator to be mutually agreed upon by the parties
and to be selected from the Regional Panel of Distinguished Neutrals or such
other source as the parties agree. If the parties are unable to agree upon such
an arbitrator who is willing to serve within forty-five (45) days of receipt of
the demand by the other party, then the AAA shall appoint an arbitrator willing
to serve from the stated panel, or if no such panel exists, then from an
appropriate AAA panel. It shall be the duty of the arbitrator to set dates for
preparation and hearing of any dispute and to expedite the resolution of such
dispute.

     The requirements for arbitration are as follows:

     (a)  The arbitration shall be held in the City of Los Angeles, State of
          California, U.S.A. and the arbitrator shall apply the substantive law
          of California except that the interpretation and enforcement of this
          arbitration provision shall be governed by the Federal Arbitration
          Act;

     (b)  The arbitrator shall permit and facilitate discovery, which will be
          conducted in accordance with the Federal Rules of Civil Procedure,
          taking into account the needs of the parties and the desirability of
          making discovery expeditious and cost-effective;

     (c)  The arbitrator will set a discovery schedule with which the parties
          will comply and attend depositions if requested by either party;

                                       14


     (d)  The arbitrator will entertain such presentation of sworn testimony or
          evidence, written briefs and/or oral argument as the parties may wish
          to present, but no testimony or exhibits will be admissible unless the
          adverse party was afforded an opportunity to examine such witness and
          to inspect and copy such exhibits during the pre-hearing discovery
          phase;

     (e)  The arbitrator shall among his other powers and authorities,
          have the power and authority to award interim or preliminary relief;
     (f)  The arbitrator shall not be empowered to award either party
          exemplary, consequential or punitive damages and the parties shall be
          deemed to have waived any right to such damages;
     (g)  A qualified court reporter will record and transcribe the
          proceeding;
     (h)  The decision of the arbitrator will be in writing and judgment
          upon the award by the arbitrator may be entered in any court having
          jurisdiction thereof;
     (i)  Prompt handling and disposal of the issue is important.
          Accordingly, the arbitrator will be instructed to assume adequate
          managerial initiative and control over discovery and other aspects of
          the proceeding to schedule discovery and other activities for
          substantially continuous work, thereby expediting the arbitration as
          much as is deemed reasonable to him, but in all events to effect a
          final award within 365 days of the arbitrator's selection or
          appointment.
     (j)  The proceedings shall be confidential and the arbitrator shall
          issue appropriate protective orders to safeguard both parties'
          confidential information.
     (k)  The fees of the arbitrator and the AAA shall be paid as
          designated by the arbitrator or, if he shall not so designate, they
          shall be split equally between the parties.

13.10  Non-Waiver For Failure To Enforce Compliance.  The express or implied
       --------------------------------------------
waiver by either party of a breach of any provision of this Agreement shall not
constitute a continuing waiver of other breaches of the same or other provisions
of this Agreement.

13.11  Applicable Law.  This Agreement shall be construed and interpreted in
       --------------
accordance with the laws of the State of California.

                                       15


13.12  Authority To Sign; Counterparts.  Each person signing below and each
       -------------------------------
       party on whose behalf such person executes this Agreement warrants that
       he, she or it as the case may be, has the authority to enter into this
       Agreement. This Agreement may be executed in one or more counterparts,
       each of which is an original but all of which, taken together, shall
       constitute one and the same instrument.

13.13  Cumulative Rights.  The parties' rights under this Agreement are
       ------------------
       cumulative and non-exclusive and no exercise or enforcement by either
       of the parties of any right or remedy hereunder shall preclude the
       exercise or enforcement by either party of any other right or remedy
       hereunder or which either party is entitled by law to enforce.

13.14  Marking.  To the extent reasonably feasible GCOR agrees to mark all
       --------
       Licensed Product(s) made, used or sold under the terms of this
       Agreement, or their containers, in accordance with applicable patent
       marking laws.


IN WITNESS WHEREOF, this License Agreement has been entered into on the
Effective Date.


                         GENENCOR INTERNATIONAL, INC.


Date:  12/21/00            By:           /S/
       --------                ----------------------
                         Name:  Stuart L. Melton
                                ----------------
                         Title: Senior Vice President
                                ---------------------


                         PROTEIN POLYMER TECHNOLOGIES, INC.


Date:  12/21/00            By:           /S/
       --------                ----------------
                         Name:  John E. Flowers
                                ---------------
                         Title: Vice President
                                --------------

                                       16


                                  Exhibit 1.8

                                Licensed Patents



  U.S. Patent No.                            Title                            Issue
                                                                               Date
                                                                      
  **


** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

                                       17


                             Exhibit 1.8 Continued

                                Licensed Patents




  U.S. Patent No.                            Title                            Issue
                                                                              Date
                                                                      
**


** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.


                                       18


                                  Exhibit 2.1

     **

     **

2.   Proteinaceous polymers containing the amino acid sequences RGD or IKVAV
(defined by standard single letter amino acid designations) useful in promoting
cell culture, including derivatives and coated products thereof, for in vitro
cell attachment and culture and/or for use under the limitations of a For
Research Use Only label, where the use is based upon the cellular receptor
binding activity of the RGD or IKVAV amino acid sequence, including uses for:
(i) screening of drugs and other bioactive materials; (ii) quality control and
other analytical applications in research and/or development; and (iii) quality
control and other analytical applications in the manufacture of other products.

** Material is confidential and has been omitted and filed seperately with the
Securities and Exchange Commission.
                                       19


                                Exhibit 3.2(b-c)



**

** Material is confidential and has been omitted and filed seperately with the
   Securities and Exchange Commission.

                                       20



                                                                  Exhibit 3.3(a)

                                     [**]





** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

                                       21








                                     [**]







** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

                                      22



                                Exhibit 3.3(a)

                                     [**]





** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.

EX-10.36

                                                                   Exhibit 10.36



                                    WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                       PROTEIN POLYMER TECHNOLOGIES, INC.


THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND NEITHER THESE WARRANTS NOR ANY INTEREST THEREIN MAY
BE TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER
THAT ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

No. 00-GCOR-1                                      Warrant to Purchase Shares of
December 21, 2000                                  Common Stock, $.01 Par Value



                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                      PROTEIN POLYMER TECHNOLOGIES, INC.,
                             a Delaware corporation
          Void after the date set forth in the first paragraph hereof


          This certifies that, for value received, Genencor International Inc.,
or registered assigns ("Holder") is entitled, subject to the terms set forth
                        ------
below, to purchase from Protein Polymer Technologies, Inc., a Delaware
corporation (the "Company"), the number of shares of Common Stock, $.01 par
                  -------
value, of the Company (such class of stock being referred to herein as "Common
                                                                        ------
Stock") equal to five hundred thousand dollars ($500,000) divided by the
- -----
Purchase Price (as defined below), as constituted on December 21, 2000 (the
"Issue Date"), upon surrender of this Warrant, at the principal office of the
Company referred to below, with the subscription form attached hereto duly
executed, and simultaneous payment therefor in the consideration specified in
Section 1 hereof, **. The shares of Common Stock issued or issuable upon
exercise of this Warrant are sometimes referred to as the "Warrant Shares."
                                                           --------------

** Material is confidential and has been omitted and filed separately with the
Securities and Exchange Commission.







The term "Warrants" as used herein shall include this Warrant and any warrants
          --------
delivered in substitution or exchange therefor as provided herein.

     1. Exercise.  This Warrant may be exercised at any time or from time to
        --------
time, on any business day, for all or part of the full number of Warrant Shares
during the period of time called for hereby, by surrendering it at the principal
office of the Company, 10655 Sorrento Valley Road, First Floor, San Diego,
California 92121, with the subscription form duly executed, together with
payment for the Warrant Shares payable in cash, by check for same day funds
and/or by delivery and cancellation of promissory notes evidencing indebtedness
of the Company.  No other form of consideration shall be acceptable for the
exercise of this Warrant.  A Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of such shares of record as of the close of business on such date.
As soon as practicable on or after such date, and in any event within 10 days
thereof, the Company shall issue and deliver to the person or persons entitled
to receive the same a certificate or certificates for the number of shares of
Common Stock issuable upon such exercise.  Upon any partial exercise, the
Company will issue and deliver to Holder a new Warrant or Warrants with respect
to the shares of Common Stock not so transferred.  No fractional shares of
Common Stock shall be issued upon exercise of a Warrant.  In lieu of any
fractional share to which Holder would be entitled upon exercise, the Company
shall pay cash equal to the product of such fraction multiplied by the Purchase
Price.

     2. Payment of Taxes.  All shares of Common Stock issued upon the exercise
        ----------------
of a Warrant shall be duly authorized, validly issued and outstanding, fully
paid and non-assessable.  Holder shall pay all taxes and other governmental
charges that may be imposed in respect of the issue or delivery thereof and any
tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for shares of Common Stock in any name other than that
of the registered Holder of the Warrant surrendered in connection with the
purchase of such shares, and in such case the Company shall not be required to
issue or deliver any stock certificate until such tax or other charge has been
paid or it has been established to the Company's satisfaction that no tax or
other charge is due.

     3. Transfer and Exchange.  This Warrant and all rights hereunder are
        ---------------------
transferable, in whole but not in part, only with the prior approval of the
Company, which approval shall not be unreasonably withheld.  If such a proposed
transfer is so approved, this Warrant is transferable on the books of the
Company maintained for such purpose at its principal office referred to above by
Holder in person or by duly authorized attorney, upon surrender of this Warrant
properly endorsed and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer.  Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that this Warrant,
when endorsed in blank, shall be deemed negotiable and that when this Warrant
shall have been so endorsed, the Holder hereof may be treated by the Company and
all other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented hereby or
to the transfer hereof on

                                       2


the books of the Company, any notice to the contrary notwithstanding; but until
such transfer on such books, the Company may treat the registered Holder hereof
as the owner for all purposes.

     4. Certain Adjustments.
        -------------------

           4.1  Adjustment for Reorganization, Consolidation, Merger. In case of
                ----------------------------------------------------
any reorganization of the Company (or any other corporation, the stock or other
securities of which are at the time receivable on the exercise of this Warrant)
after the Issue Date, or in case, after the Issue Date, the Company (or any such
other corporation) shall consolidate with or merge into another corporation
(other than the merger of a wholly owned subsidiary into the Company) or convey
all or substantially all its assets to another corporation, then and in each
such case Holder, upon the exercise hereof as provided in Section 1 at any time
after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu of the stock receivable upon
the exercise of this Warrant prior to such consummation, the stock or other
securities or property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior
thereto.

           4.2  Adjustments for Dividends in Common Stock. If the Company at any
                -----------------------------------------
time or from time to time after the Issue Date makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive, a dividend
payable in additional shares of Common Stock, then and in each such event the
Purchase Price then in effect shall be decreased as of the time of such issuance
or, in the event such record date is fixed, as of the close of business on such
record date, by multiplying the Purchase Price then in effect by a fraction (1)
the numerator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date, and (2) the denominator of which shall be the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date plus
the number of shares of Common Stock issuable in payment of such dividend;
provided, however, that if such record date is fixed and such dividend is not
fully paid on the date fixed therefor, the Purchase Price shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Purchase Price shall be adjusted pursuant to this Section 4.2 as of the time of
actual payment of such dividends.

           4.3  Stock Split and Reverse Stock Split. If the Company at any time
                -----------------------------------
or from time to time after the Issue Date effects a subdivision of the
outstanding Common Stock, the Purchase Price then in effect immediately before
that subdivision shall be proportionately decreased and the number of shares of
Common Stock theretofore receivable upon the exercise of this Warrant shall be
proportionately increased. If the Company at any time or from time to time after
the Issue Date combines the outstanding shares of Common Stock into a smaller
number of shares, the Purchase Price then in effect immediately before that
combination shall be proportionately increased and the number of shares of
Common Stock theretofore receivable upon the exercise of this Warrant shall be
proportionately decreased. Each adjustment under this

                                       3


Section 4.3 shall become effective at the close of business on the date the
subdivision or combination becomes effective.

           4.4  Accountants' Certificate as to Adjustment. In each case of an
                -----------------------------------------
adjustment in the shares of Common Stock receivable on the exercise of the
Warrants, the Company at its expense shall cause independent public accountants
of recognized standing selected by the Company (who may be the independent
public accountants then auditing the books of the Company) to compute such
adjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment and showing the facts upon which such
adjustment is based. The Company will forthwith mail a copy of each such
certificate to each holder of a Warrant at the time outstanding.

     5. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory
        ------------------
to it (in the exercise of reasonable discretion) of the ownership of and the
loss, theft, destruction or mutilation of any Warrant and (in the case of loss,
theft or destruction) of indemnity satisfactory to it (in the exercise of
reasonable discretion), and (in the case of mutilation) upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof a new
Warrant of like tenor.

     6. Reservation of Common Stock.  The Company shall at all times reserve and
        ---------------------------
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the exercise of the Warrant, such number of its
shares of Common Stock as shall from time to time be sufficient to effect
exercise of the Warrant; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect such exercise,
the Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

     7. Notices of Record Date. In the event of (i) any taking by the Company of
        ----------------------
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or (ii) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
merger or consolidation of the Company with or into any other corporation (other
than a merger of a wholly owned subsidiary into the Company), or any transfer of
all or substantially all of the assets of the Company to any other person or any
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the Company shall mail to the Holder at least thirty (30) days prior to the
record date specified therein, a notice specifying (1) the date on which any
such record is to be taken for the purpose of such dividend or distribution and
a description of such dividend or distribution, (2) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective, and (3) the date, if
any, that is to be fixed, as to when the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other securities) for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up.

                                       4


     8. Investment Representation and Restriction on Transfer.
        -----------------------------------------------------

           8.1  Securities Law Requirements.
                ---------------------------

                (a)  By its acceptance of this Warrant, Holder hereby represents
and warrants to the Company that this Warrant and the Warrant Shares will be
acquired for investment for its own account, not as a nominee or agent, and not
with a view to the sale or distribution of any part thereof, and that it has no
present intention of selling, granting participations in or otherwise
distributing the same. By acceptance of this Warrant, Holder further represents
and warrants that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to any
person, with respect to this Warrant or the Warrant Shares.

                (b)  By its acceptance of this Warrant, Holder understands that
this Warrant is not, and the Warrant Shares will not be, registered under the
Securities Act of 1933, as amended (the "Act"), on the basis that the issuance
                                         ---
of this Warrant and the Warrant Shares are exempt from registration under the
Act pursuant to Section 4(2) thereof, and that the Company's reliance on such
exemption is predicated on Holder's representations and warranties set forth
herein.

                (c)  By its acceptance of this Warrant, Holder understands that
the Warrant and the Warrant Shares may not be sold, transferred, or otherwise
disposed of without registration under the Act, or an exemption therefrom, and
that in the absence of an effective registration statement covering the Warrant
and the Warrant Shares or an available exemption from registration under the
Act, the Warrant and the Warrant Shares must be held indefinitely. In
particular, Holder is aware that the Warrant and the Warrant Shares may not be
sold pursuant to Rule 144 promulgated under the Act unless all of the conditions
of Rule 144 are satisfied. Among the conditions for use of Rule 144 are the
availability of current information about the Company to the public, prescribed
holding periods which will commence only upon Holder's payment for the
securities being sold, manner of sale restrictions, volume limitations and
certain other restrictions. By its acceptance of this Warrant, Holder represents
and warrants that, in the absence of an effective registration statement
covering the Warrant or the Warrant Shares, it will sell, transfer or otherwise
dispose of the Warrant and the Warrant Shares only in a manner consistent with
its representations and warranties set forth herein and then only in accordance
with the provisions of Section 8.1(d).

                (d)  By its acceptance of this Warrant, Holder agrees that in no
event will it transfer or dispose of any of the Warrants or the Warrant Shares
other than pursuant to an effective registration statement under the Act, unless
and until (i) Holder shall have notified the Company of the proposed disposition
and shall have furnished the Company with a statement of the circumstances
surrounding the disposition, and (ii) if reasonably requested by the Company, at
the expense of the Holder or transferee, it shall have furnished to the Company
an opinion of counsel, reasonably satisfactory to the Company, to the effect
that (A) such transfer may be made without registration under the Act and (B)
such transfer or disposition will not cause the termination or the non-
applicability of any exemption to the registration and prospectus delivery
requirements of

                                       5


the Act or to the qualification or registration requirements of the securities
laws of any other jurisdiction on which the Company relied in issuing the
Warrant or the Warrant Shares.

           8.2  Legends; Stop Transfer.
                ----------------------

                (a)  All certificates evidencing the Warrant Shares shall bear a
legend in substantially the following form:

           The securities represented by this certificate have not been
           registered under the Securities Act of 1933. These securities
           have been acquired for investment and not with a view to
           distribution and may not be offered for sale, sold, pledged
           or otherwise transferred in the absence of an effective
           registration statement for such securities under the
           Securities Act of 1933 or an opinion of counsel reasonably
           satisfactory in form and content to the issuer that such
           registration is not required under such Act.

                (b)  The certificates evidencing the Warrant Shares shall also
bear any legend required by any applicable state securities law.

                (c)  In addition, the Company shall make, or cause its transfer
agent to make, a notation regarding the transfer restrictions of the Warrant and
the Warrant Shares in its stock books, and the Warrant and the Warrant Shares
shall be transferred on the books of the Company only if transferred or sold
pursuant to an effective registration statement under the Act covering the same
or pursuant to and in compliance with the provisions of Section 8.1(d).

     9. Piggyback Registration Rights.
        -----------------------------

           9.1  Registration Rights. If at any time during the "Registration
                -------------------
Period" (as hereinafter defined) the Company proposes to file a registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
relating to a proposed sale to the public of its Common Stock, whether or not
for its own account and whether or not pursuant to the exercise of any demand
registration rights held by other security holders (but excluding registrations
relating solely to employee stock option or purchase plans or to transactions
employing Forms S-4 or S-8, a registration in which the only stock being
registered is Common Stock issuable upon conversion of securities which are also
being registered, and any registration on any form which does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Warrant Shares), the Company
will each such time give prompt written notice to the Holder of its intention to
do so and of the Holder's rights under this Section 9, at least ten (10) days
prior to the anticipated filing date of the registration statement. Such notice
shall offer Holder the opportunity to include in such registration statement
such number of Warrant Shares as Holder may request. For purposes hereof, the
term "Registration Period" shall mean the period commencing on the date hereof
and ending

                                       6


when all the Warrant Shares may be sold within any three (3) month period
pursuant to Rule 144 of the Securities Act.

           9.2  Registration Procedures. Upon the written request of Holder made
                -----------------------
within ten (10) days after receipt of the Company's notice (which request shall
specify the number of Warrant Shares intended to be disposed of by Holder), the
Company will use its best efforts to effect the registration under the
Securities Act and the qualification under any applicable state securities or
Blue Sky laws of all Warrant Shares which the Company has been so requested to
register by Holder; provided that: (i) if the registration involves an
underwritten public offering, Holder requesting that Warrant Shares be included
in the Company's registration statement must, upon request by the
underwriter(s), sell their Warrant Shares to such underwriter(s) selected by the
Company or the security holders for whose account the registration is being
effected on the same terms and conditions as apply to the Company or the selling
security holders on whose account the registration is being effected; and (ii)
if a registration involves an underwritten public offering, Holder requesting to
be included in such registration may elect in writing at least ten (10) days
prior to the effective date of the registration statement filed in connection
with such registration, not to register any Warrant Shares thereunder. The
Company shall have the right to terminate or withdraw any registration initiated
by it prior to the effectiveness of the registration statement whether or not
any Holder has elected to include any Warrant Shares in the registration.

           9.3  Priority on Registration. Further, and notwithstanding the
                ------------------------
foregoing, if a registration involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the total
number of shares to be included in such registration, including the Warrant
Shares requested to be included pursuant to this Section 9, exceeds the maximum
number of shares of Common Stock specified by the managing underwriter that may
be distributed without adversely affecting the price, timing or distribution of
such shares of Common Stock, then the Company, subject to any pre-existing
agreements giving any other security holders priority, shall include in such
registration only such maximum number of shares which, in the reasonable opinion
of such underwriter or underwriters can be sold in the following order of
priority: (i) first, all of the shares of Common Stock that the Company proposes
to sell for its own account or, in the case of a demand registration effected
for the account of other security holders, all of the shares of Common Stock
that such security holders propose to sell for their own account, and (ii)
second, the Warrant Shares and all other shares requested to be included by
other holders of Common Stock (except those exercising a demand right) and, in
the case of a demand registration, all shares to be included for the account of
the Company. To the extent that shares of Common Stock to be included in the
registration must be allocated among Holder and/or other security holders and/or
the Company, such shares shall be allocated pro rata among Holder and all other
holders of Common Stock who requested inclusion in the registration (except
those holders, if any, exercising a demand right) and, in the case of a demand
registration, the Company, based upon the number of Warrant Shares or other
securities that such holders and/or the Company shall have requested be included
in the registration.

                                       7


     10. Notices. All notices and other communications from the Company to the
         -------
Holder of this Warrant shall be mailed by first-class registered or certified
mail, postage prepaid, to the address furnished to the Company by Holder.

     11. Change; Waiver. Neither this Warrant nor any term hereof may be
         --------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

     12. Headings.  The headings in this Warrant are for purposes of convenience
         --------
in reference only, and shall not be deemed to constitute a part hereof.

     13. Governing Law.  This Warrant is delivered in California and shall be
         -------------
construed and enforced in accordance with and governed by the internal laws, and
not the law of conflicts, of such State; provided however, that to the extent
that an issue of determination is one of corporation law, then the Delaware
General Corporation Law shall govern.

                         PROTEIN POLYMER TECHNOLOGIES, INC.,
                         a Delaware corporation


                         By______________________________________
                               J. Thomas Parmeter, President

                                       8


                               SUBSCRIPTION FORM
                 (To be executed only upon exercise of Warrant)


     The undersigned, registered owner of this Warrant, irrevocably exercises
this Warrant and purchases ____________ of the number of shares of Common
Stock, $.01 par value, of PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware
corporation, purchasable with this Warrant, and herewith makes payment therefor,
all at the price and on the terms and conditions specified in this Warrant.

DATED:______________

                                  ______________________________
                                  (Signature of Registered Owner)

                                  ______________________________
                                  (Street Address)

                                  ______________________________
                                  (City)        (State)    (Zip)

                                       9


                               FORM OF ASSIGNMENT
                               ------------------

     FOR VALUE RECEIVED the undersigned, registered owner of this Warrant,
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock, $.01 par value, set forth below:

Name of Assignee                  Address                No. of Shares
- ----------------                  -------                -------------




and does hereby irrevocably constitute and appoint _________________________
_________________________________________________ Attorney to make such transfer
on the books of PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation,
maintained for the purpose, with full power of substitution in the premises.

DATED: ___________________

                                           ________________________
                                                  (Signature)


                                           ________________________
                                                   (Witness)

                                       10

EX-23.1

                                                                    Exhibit 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements on
Forms S-3 (Nos. 333-19695, 333-62761, 333-45759) and Forms S-8 (Nos. 33-61704,
33-61708, 33-68046), of our report dated February 8, 2001 with respect to the
financial statements of Protein Polymer Technologies, Inc. included in the
Annual Report (Form 10-KSB) for the year ended December 31, 2000.



                              ERNST & YOUNG LLP


San Diego, California
February 21, 2001