-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5AoubZZ/2ufNF2GReDCTVXEWtxEWhWy/Du8epSZc1swa+gm3u2SDOzNbPhhtFYf eiNk35q98L0vpr5GhVJO7A== 0000941655-07-000029.txt : 20070627 0000941655-07-000029.hdr.sgml : 20070627 20070626215051 ACCESSION NUMBER: 0000941655-07-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070626 GROUP MEMBERS: ATLAS CAPITAL CORP. GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS INC. GROUP MEMBERS: RHO CAPITAL PARTNERS VERWALTUNGS GMBH GROUP MEMBERS: RHO INVESTMENT PARTNERS "H" L.P. GROUP MEMBERS: RHO MANAGEMENT PARTNERS, L.P. GROUP MEMBERS: RHO MANAGEMENT TRUST I GROUP MEMBERS: RHO MANAGEMENT TRUST II GROUP MEMBERS: RHO MANAGEMENT VENTURES IV, LLC GROUP MEMBERS: RHO VENTURES IV (QP), L.P. GROUP MEMBERS: RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: RHO VENTURES IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERENIUM CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60329 FILM NUMBER: 07942380 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 674 5300 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSA CORP DATE OF NAME CHANGE: 19991201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D/A 1 r_ver13dam2.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* VERENIUM CORP (formerly known as Diversa Corporation) (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 255064107 (CUSIP Number) JEFFREY I. MARTIN C/O RHO CAPITAL PARTNERS, INC. 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 212-784-8872 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 20, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following:[ ] CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Capital Partners, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 2,361,176 shares (includes 18,948 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 2,361,176 shares (includes 18,948 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,361,176 shares (includes 18,948 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.8% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Joshua Ruch 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Republic of South Africa 7. Sole Voting Power 772,873 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) Each Reporting 9. Sole Dispositive Power Person With 772,873 shares 10. Shared Dispositive Power 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,071,732 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 8.1% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Habib Kairouz 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Canada 7. Sole Voting Power 0 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) Each Reporting 9. Sole Dispositive Power Person With 0 shares 10. Shared Dispositive Power 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 6.9% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mark Leschly 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Kingdom of Denmark 7. Sole Voting Power 122,075 shares (includes 122,075 Shares under options exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) Each Reporting 9. Sole Dispositive Power Person With 122,075 shares (includes 122,075 Shares under options exercisable within the next 60 days) 10. Shared Dispositive Power 4,298,859 shares (includes 69,456 Shares under warrants exercisable within the next 60 days) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,420,934 shares (includes 122,075 Shares under options exercisable within the next 60 days, and 69,456 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 7.1% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Trust II 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 1,634,230 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 1,634,230 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,634,230 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 2.6% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Investment Partners "H" L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 698,150 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 698,150 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 698,150 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.1% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Partners, L.P.. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 771,463 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 771,463 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 771,463 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Atlas Capital Corp. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 771,463 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 771,463 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 771,463 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Trust I 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 726,946 shares (includes 18,948 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially 0 shares Owned by Each Reporting 9. Sole Dispositive Power Person With 726,946 shares (includes 18,948 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 726,946 shares (includes 18,948 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Ventures IV, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 333,629 shares (includes 8,697 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 333,629 shares (includes 8,697 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 333,629 shares (includes 8,697 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 0.5% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Ventures IV (QP), L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 785,497 shares (includes 20,473 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 785,497 shares (includes 20,473 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 785,497 shares (includes 20,473 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.3% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Ventures IV GmbH & Co. Beteiligungs KG 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Germany 7. Sole Voting Power 818,557 shares (includes 21,338 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 818,557 shares (includes 21,338 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 818,557 shares (includes 21,338 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.3% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Ventures IV, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 1,119,126 shares (includes 29,170 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 1,119,126 shares (includes 29,170 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,119,126 shares (includes 29,170 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.8% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Capital Partners Verwaltungs GmbH 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Germany 7. Sole Voting Power 818,557 shares (includes 21,338 Shares under warrants exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 818,557 shares (includes 21,338 Shares under warrants exercisable within the next 60 days) 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 818,557 shares (includes 21,338 Shares under warrants exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.3% 14. Type of Reporting Person (See Instructions) OO This Amendment No. 2 to Schedule 13D for Verenium Corporation (formerly known as Diversa Corporation), a Delaware corporation ("Verenium" or the "Company"), amends a statement on Schedule 13D originally dated March 9, 2007, as amended as of March 23, 2007, with respect to shares of Verenium Common Stock, par value $0.001 per share, beneficially owned by Rho Capital Partners, Inc. ("Rho"), a New York corporation; its controlling shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly; and those certain investment vehicles affiliated with Rho identified below as Reporting Persons. This Amendment amends and restates the previously filed Statement on Schedule 13D in its entirety. Item 1. Security and Issuer. This statement on Schedule 13D relates to shares (the "Shares") of Common Stock, $0.001 par value per share (the "Common Stock"), of Verenium Corporation (formerly Diversa Corporation). The executive offices of Verenium are located at 55 Cambridge Parkway, Cambridge, Massachusetts 02142. Item 2. Identity and Background. (a) Name. This statement is being filed by Rho Capital Partners, Inc. ("Rho"), a New York corporation, its controlling shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly, and the following affiliated investment vehicles: Rho Management Trust I ("Trust I") and Rho Management Trust II ("Trust II"), each a New York grantor trust; Rho Ventures IV, L.P. ("RV IV LP") and Rho Ventures IV (QP), L.P. ("RV IV QP"), each a Delaware limited partnership, and the general partner of such vehicles, Rho Management Ventures IV, LLC ("RMV"), a Delaware limited liability company; and Rho Ventures IV GmbH & Co. Beteiligungs KG, a German limited partnership ("RV IV KG"), and its general partner Rho Capital Partners Verwaltungs GmbH, a German limited liability company ("RCP Verwaltungs"); Rho Investment Partners "H", L.P. ("RIP H"), a Delaware limited partnership, its general partner Rho Management Partners L.P. ("RMP"), a Delaware limited partnership, and its general partner, Atlas Capital Corp. ("Atlas"), a Delaware corporation (collectively, the "Reporting Persons"). As the investment advisor to Trust I and Trust II, Rho may be deemed to exercise sole investment and voting control over Shares of Verenium Common Stock held of record in the name of such investment vehicles. As controlling shareholders of Rho, and as the managing members of RMV and as the managing directors of RCP Verwaltungs, Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to have shared authority over the Shares of Verenium Common Stock reported by Rho, RMV and RCP Verwaltungs. As the ultimate controlling person of RIP H, RMP and Atlas, Joshua Ruch may be deemed may be deemed to have sole authority over the Shares of Verenium Common Stock reported by such Reporting Persons herein. (b) Address. The business address for each of Rho Capital Partners, Inc., Joshua Ruch, Habib Kairouz, Mark Leschly, Trust I and Trust II is 152 West 57th Street, 23rd Floor, New York, New York 10019. The business address for each of RMP, RIP H, Atlas, Rho Ventures IV, L.P., Rho Ventures IV (QP), L.P., Rho Ventures IV GmbH & Co. Beteiligungs KG, and RMV IV is 4 Dune Road, East Quogue, New York 11959. The business address for Rho Capital Partners Verwaltungs GmbH is c/o Poellath & Partners, Funf Hofe, Kardinal-Faulhaber-Str. 10, 80333 Munich, Germany. (d)-(e) Certain Proceedings. During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the foregoing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship or Place of Organization. The information set forth in item 6 of the cover pages is hereby incorporated by reference into this Item 2(f). Item 3. Source and Amount of Funds or Other Consideration Of the 1,634,230 Shares of Verenium Common Stock reported on this Schedule 13D by Trust II, 1,578,616 Shares were acquired by the conversion or exercise of Verenium securities issued to Trust II in private offerings prior to the initial public offering of Verenium's shares, and 55,614 Shares were acquired by Trust II in the initial public offering of Verenium Common Stock. All such acquisitions were made with working capital of Trust II. 74,723 of the Shares reported by Joshua Ruch hereunder were acquired by conversion or exercise of Verenium securities issued to Mr. Ruch, or to affiliated entities over which he may be deemed to have sole investment and voting control, in private offerings prior to or in the initial public offering of Verenium shares. All such acquisitions were made with working capital of Mr. Ruch or such affiliated entities. Rho and Messrs. Ruch, Kairouz and Leschly are deemed to have shared voting and investment authority over the Shares reported by Trust II. The 698,150 Shares reported by RIP H hereby were acquired, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, on March 9, 2007 by acquisition pursuant to a loan modification agreement with a third party. The closing of the acquisition of such Shares was May 8, 2007. The consideration for such Shares was the cancellation of previously contracted indebtedness owing from such third party to RIP H. RMP, Atlas and Joshua Ruch are deemed to have shared voting and investment authority over the Shares reported by RIP H. 122,075 of the Shares reported by Mark Leschly hereby are Shares exercisable under options, exercisable within the next 60 days, granted by Verenium without consideration to Mr. Leschly in respect of his services as a director of Verenium. All Shares (including Shares issuable under warrants) reported hereunder by RV IV LP, RV IV QP, Trust I, RV IV KG, RMV, and RCP Verwaltungs, were acquired by such Reporting Persons as the result of a merger transaction between Verenium with Celunol Corp. ("Celunol"), a privately-held company in which such Reporting Persons held shares and warrants. In connection with such merger transaction, Verenium issued up to 15,000,000 shares of its Common Stock, of which an aggregate of 2,664,629 Shares (including 69,456 Shares issuable under immediately exercisable warrants) were issued to such Reporting Persons. The merger transaction between Verenium and Celunol closed on June 20, 2007 (hereinafter, the "Merger"). Item 4. Purpose of Transaction (a) - (b) The Shares reported hereby were acquired by the Reporting Persons for investment purposes. Mark Leschly and Joshua Ruch, both Managing Partners and shareholders of Rho, and Reporting Persons, are directors of Verenium. An aggregate of 2,529,178 Shares reported hereby were acquired by the Reporting Persons in Diversa Corporation, predecessor to the Company, prior to the Merger. On June 20, 2007, as a result of the Merger, RV IV (QP), RV IV KG, RV IV LP, and Trust I, previously shareholders in Celunol, received an aggregate of 2,664,629 Shares (including 69,456 Shares issuable under immediately exercisable warrants) of Verenium Common Stock as consideration for their shares and warrants in Celunol. As a result of such acquisition, the Reporting Persons collectively own of record 5,193,807 Shares (including 69,456 Shares under currently exercisable warrants and 122,075 Shares under currently exercisable options) in the Company. (c) Not applicable. (d) Upon closing of the Merger, the number of members of the board of directors of the Company was increased from six (6) to nine (9) persons, with the three (3) new directors consisting of members of the former board of directors of Celunol. One of such Celunol directors was Joshua Ruch, who upon consummation of the Merger became a director of the Company. (e) In connection with the Merger, the Company issued up to 15,000,000 shares of its Common Stock to the stockholders of Celunol in exchange for the fully diluted capital stock of Celunol, including an aggregate of 2,664,629 Shares (including 69,456 Shares issuable under immediately exercisable warrants) as consideration for shares and warrants in Celunol owned by RV IV QP, RV IV KG, RV IV LP, and Trust I. (f) - (j) Not applicable. Other than as described above, the Reporting Persons have no specific plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Company. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Company in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons will continue to evaluate the business and prospects of the Company, and their present and future interest in, and intentions with respect to, the Company, and in connection therewith expect from time to time to consult with management and other stockholders of the Company. Item 5. Interest in Securities of the Issuer (a)-(b) Amount and Nature of Beneficial Ownership. As the investment advisor to Trust I and Trust II, Rho may be deemed for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the 2,361,176 Shares of Verenium Common Stock held of record by such Trusts, constituting 3.8% of the 62,695,647 Shares of Verenium Common Stock outstanding as of June 20, 2007, based on share information provided by officials of the Company. Messrs. Ruch, Kairouz and Leschly may be deemed to share investment and voting control over the 4,298,859 shares of Verenium Common Stock reported hereunder by Trust I, Trust II, RV IV KG, RV IV QP, and RV IV LP. Mr. Ruch may be deemed to exercise, in addition, sole investment and voting control over a further 772,873 Shares by attribution of investment and voting control over the holdings of RIP H, a managed account, a foundation of which Mr. Ruch serves as trustee, and other direct and family holdings. Mr. Leschly directly holds options for Shares exercisable within the next 60 days, for an additional 122,075 Shares of Verenium Common Stock, over which he may be deemed to have sole voting and investment control. Messrs. Ruch, Kairouz and Leschly accordingly may be deemed beneficially to own in the aggregate 8.1%, 6.9% and 7.1%, respectively, of the 62,695,647 issued and outstanding shares of Verenium Common Stock outstanding as of June 20, 2007. Other than the shares of Verenium Common Stock in which they have a pecuniary interest, each of Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported in this statement. As the general partner of RIP H, RMP may be deemed to exercise sole voting and investment control over the 698,150 Shares held of record by RIP H. In addition, RMP exercises sole voting and investment control over an additional 47,931 Shares of Verenium Common Stock held directly, and an additional 25,382 Shares held in a managed account, for an aggregate of 771,463 Shares, constituting 1.2% of the 62,695,647 issued and outstanding shares of Verenium Common Stock outstanding as of June 20, 2007. Atlas, as general partner of RMP, may be deemed to exercise sole voting and investment control with respect to all 771,463 Shares deemed beneficially owned by RMP, also constituting 1.2% of the 62,695,647 issued and outstanding Verenium Shares outstanding as of June 20, 2007. (c) Recent Transactions. The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 5(c). There were no other transactions in the Shares by the Reporting Persons in the past 60 days. (d) Dividends. No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the Shares of Verenium Common Stock covered hereby. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On February 12, 2007, Trust II, RMP, and a managed account of Rho entered into "lock-up" letter agreements with the Company, by which such parties agreed, for the period from the closing of the Merger until the earlier of December 1, 2007, or 180 days following the closing of the Merger, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale or otherwise dispose of or transfer any Verenium Shares, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Verenium Shares, with exceptions as provided in such letter agreements. The foregoing summary of the terms of such letter agreements is qualified by reference to the full text of the lockup letter agreement, which is included as Exhibit C to this statement on Schedule 13D, and is incorporated herein by reference. In addition certain affiliates of Rho that are shareholders of Celunol, being Rho Ventures IV (QP), L.P., Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, L.P., and Rho Management Trust I, have entered into substantially similar agreements. On March 23, 2007, Verenium announced the pricing of a private placement (the "Offering") of $100,000,000 aggregate principal amount of 5.50% convertible senior notes due 2027 (the "Notes"). In connection with the Offering, Joshua Ruch, Mark Leschly, Trust II, RMP, Trust I, Rho Ventures IV (QP), L.P., Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, L.P. and a managed account of Rho, entered into a letter agreement (the "Note Offering Lockup Letter"), dated March 19, 2007, with the underwriters of the Offering. Under the terms of the Note Offering Lockup Letter, such persons agreed, subject to certain stated exceptions, from the date thereof until 90 days after the date of the final offering memorandum relating to the Offering, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any Verenium Common Stock, or any debt securities of Verenium or any other securities of Verenium substantially similar thereto or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Verenium Common Stock, any debt securities of Verenium or any other securities of the Company that are substantially similar to Common Stock or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing summary of the terms of such letter agreement is qualified by reference to the full text of the Note Offering Lockup Letter, which is included as Exhibit C filed with this Amendment No. 2 to Statement on Schedule 13D, and is incorporated herein by reference. A Voting Agreement, previously entered into among Trust II, RMP, Mark Leschly, a managed account of Rho, and certain other parties, and previously filed as an exhibit to this Statement on Schedule 13D, automatically terminated on June 20, 2007 upon the closing of the Merger and is no further force or effect. Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. The following documents are filed as exhibits: A. Joint Filing Agreement, dated June 26, 2007 B. Form of Lock-Up Agreement, dated February 12, 2007. C. Note Offering Lockup Letter, dated March 19, 2007. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 26, 2007 RHO CAPITAL PARTNERS, INC. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer JOSHUA RUCH By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer HABIB KAIROUZ By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer MARK LESCHLY By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST II By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO INVESTMENT PARTNERS "H" L.P. By: RHO MANAGEMENT PARTNERS, L.P. General Partner By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT PARTNERS, L.P. By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer ATLAS CAPITAL CORP. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV, L.P. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV (QP), L.P. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV GmbH & Co. BETEILIGUNGS KG By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST I By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT VENTURES IV, LLC By: /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO CAPITAL PARTNERS VERWALTUNGS GmbH By: /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer EX-99 2 r_ver13dam2-99a.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Verenium Corporation, and affirm that this Schedule 13D is being filed on behalf of each of the undersigned. Dated: June 26, 2007 RHO CAPITAL PARTNERS, INC. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer JOSHUA RUCH By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer HABIB KAIROUZ By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer MARK LESCHLY By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST II By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO INVESTMENT PARTNERS "H" L.P. By: RHO MANAGEMENT PARTNERS, L.P. General Partner By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT PARTNERS, L.P. By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer ATLAS CAPITAL CORP. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV, L.P. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV (QP), L.P. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV GmbH & Co. BETEILIGUNGS KG By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST I By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT VENTURES IV, LLC By: /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO CAPITAL PARTNERS VERWALTUNGS GmbH By: /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer EX-99 3 r_ver13dam2-99b.txt LOCK-UP AGREEMENT EXHIBIT B LOCK-UP AGREEMENT (Diversa Stockholders) THIS LOCK-UP AGREEMENT dated as of February 12, 2007 (this "Agreement") is entered into by and between the undersigned stockholder ("Stockholder") and DIVERSA CORPORATION, a Delaware corporation ("Parent"). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein). RECITALS WHEREAS, Stockholder is a stockholder of Parent; WHEREAS, Parent, Celunol Corp., a Delaware corporation (the "Company"), Concord Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and the Company Stockholders' Representative have entered into an Agreement and Plan of Merger and Reorganization dated as of February ___, 2007 (the "Merger Agreement"), providing for the merger of Merger Sub with and into the Company, with the Company being the surviving corporation (the "Merger"); WHEREAS, in order to induce the Company to execute the Merger Agreement, Stockholder has agreed to execute this Agreement; WHEREAS, Stockholder may own shares of Parent Common Stock and/or Parent warrants and/or Parent options or other securities convertible into or exchangeable or exercisable for Parent Common Stock upon the consummation of the Merger (collectively, the "Parent Shares"); and WHEREAS, Stockholder agrees that the Parent Shares held by the Stockholder upon the consummation of the Merger will be subject to certain restrictions on Disposition (as defined herein) as more fully set forth herein. AGREEMENT NOW, THEREFORE, as an inducement to and in consideration of the Company's agreement to enter into the Merger Agreement and proceed with the Merger, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Stockholder hereby agrees as follows: 1. Lock Up Period. For a period beginning on the Closing Date and ending on the earlier of (a) 180 days after the Closing Date or (b) December 1, 2007 (the "Lock-Up Period"), Stockholder will not, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale or otherwise dispose of or transfer any Parent Shares, whether now owned or hereafter acquired by Stockholder or with respect to which Stockholder has or hereafter acquires the power of disposition or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Parent Shares, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the above actions referred to herein as a "Disposition"). The foregoing restriction is expressly intended to preclude Stockholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any of Stockholder's Parent Shares even if such securities would be disposed of by someone other than Stockholder. Such prohibited hedging or other transaction would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of Stockholder's Parent Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Parent Shares. 2. Permitted Dispositions. Notwithstanding the restrictions on Dispositions contained in Section 1, Stockholder may (a) exercise options and warrants owned by Stockholder as of the date of the Merger Agreement that are exercisable for Parent Shares, it being understood and acknowledged that the Parent Shares acquired by Stockholder in connection with any such exercise shall be subject to this Agreement; (b) effect a Disposition with the prior written consent of Parent; (c) enter into a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that such plan does not provide for the Disposition of any of Stockholder's Parent Shares during the Lock-Up Period; or (d) effect a Disposition (i) pursuant to a bona fide gift or gifts, or (ii) by will or intestacy or to a trust, the beneficiaries of which are Stockholder or, if Stockholder is an individual, members of Stockholder's family, or (iii) as a distribution to limited partners, members or shareholders of Stockholder or affiliates of Stockholder, provided that in each case of clauses "(i)" through "(iii)", such gift, transfer or distribution shall be conditioned upon the donee's, transferee's or distributee's execution and delivery to Parent of a Lock-Up Agreement containing terms and conditions substantially identical to the terms and conditions contained herein. 3. Legends. (a) In addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each stock certificate representing Parent Shares which Stockholder receives or is entitled to receive shall be stamped or otherwise imprinted with the following legend: "THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT DATED FEBRUARY ___, 2007 BETWEEN THE HOLDER HEREOF AND THE ISSUER AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF." (b) Parent shall be obligated to reissue certificates at the request of Stockholder without the foregoing legend as and to the extent the restrictions on Disposition lapse in accordance with Section 1. (c) Stockholder hereby agrees and consents to the entry of stop transfer instructions with Parent's transfer agent against the transfer of the Parent Shares in compliance with this Agreement. 4. Additional Lock-Up Parties; Release. Notwithstanding any provision in this letter to the contrary, this letter and the agreements set forth herein shall be void and have no further force or effect unless each of Carlos Riva, John McCarthy, Braemar Energy Ventures LP, Charles River Partnership XII, LP, CRV XII Affiliates Fund, LP, Rho Ventures IV (QP) LP, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, LP, Rho Management Trust I and Khosla Ventures I, L.P., shall also have agreed to, and remain subject to, the terms of a lock-up agreement with Parent at least as restrictive as the provisions of this Agreement (each a "Lock-up Party"). Additionally, to the extent that any Lock-up Party is released from any provision of such Lock-Up Party's agreement, then Stockholder shall also be released from the provisions of this Agreement. Parent shall give prompt written notice to Stockholder of any such release of a Lock-Up Party or the waiver or termination of the provisions of such Lock-Up Party's agreement. 5. Miscellaneous. (a) Specific Performance. Stockholder agrees that in the event of any breach or threatened breach by Stockholder of any covenant, obligation or other provision contained in this Agreement, Parent shall be entitled (in addition to any other remedy that may be available to Parent) to seek: (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither Parent nor any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5, and Stockholder irrevocably waives any right he, she or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. (b) Other Agreements. Nothing in this Agreement shall limit any of the rights or remedies of Parent under the Merger Agreement, or any of the rights or remedies of Parent or any of the obligations of Stockholder under any agreement between Stockholder and Parent or any certificate or instrument executed by Stockholder in favor of Parent; and nothing in the Merger Agreement or in any other agreement, certificate or instrument shall limit any of the rights or remedies of Parent or any of the obligations of Stockholder under this Agreement. (c) Notices. Any notice or other communication required or permitted to be delivered to Stockholder or Parent under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (i) for Parent, to the address or facsimile telephone number set forth below, and (ii) for Stockholder, to the address or facsimile telephone number set forth beneath the Stockholder's signature to this Agreement (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party): if to Parent: Diversa Corporation 4955 Directors Place San Diego, CA 92121 Attention: Anthony E. Altig Facsimile: (858) 526-5553 (d) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. (e) Applicable Law; Jurisdiction. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of laws). (i) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced in any state or federal court located in the State of Delaware. Each of Stockholder and Parent: (1) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the State of Delaware in connection with any such legal proceeding; (2) agrees that service of any process, summons, notice or document by U.S. mail addressed to him or it at the address set forth on the signature page hereof shall constitute effective service of such process, summons, notice or document for purposes of any such legal proceeding; (3) agrees that each state and federal court located in the State of Delaware shall be deemed to be a convenient forum; and (4) agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the State of Delaware, any claim by Parent or Stockholder that it is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. (ii) EACH OF PARENT AND STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT. (f) Waiver; Termination. No failure on the part of Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate. (g) Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. (h) Further Assurances. Stockholder shall execute and/or cause to be delivered to Parent such instruments and other documents and shall take such other actions as Parent may reasonably request to effectuate the intent and purposes of this Agreement. (i) Entire Agreement. This Agreement sets forth the entire understanding of Parent and Stockholder relating to the subject matter hereof and supersede all other prior agreements and understandings between Parent and Stockholder relating to the subject matter hereof and thereof. (j) Non-Exclusivity. The rights and remedies of Parent hereunder are not exclusive of or limited by any other rights or remedies which Parent may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent under this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. Nothing in this Agreement shall limit Stockholder's obligations, or the rights or remedies of Parent, under any other agreement between Parent and Stockholder; and nothing in any such other agreement shall limit Stockholder's obligations, or any of the rights or remedies of Parent, under this Agreement. (k) Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent and Stockholder. (l) Assignment. This Agreement and all obligations of Stockholder hereunder are personal to Stockholder and may not be transferred or delegated by Stockholder at any time. Parent may freely assign any or all of its rights under this Agreement, in whole or in part, to any other person or entity without obtaining the consent or approval of Stockholder. (m) Binding Nature. Subject to Section 5(l), this Agreement will inure to the benefit of Parent and its successors and assigns and will be binding upon Stockholder and Stockholder's representatives, executors, administrators, estate, heirs, successors and assigns. (n) Survival. Each of the representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the Merger. (o) Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute one and the same instrument. (p) Fiduciary Duties. Stockholder is signing this Agreement in Stockholder's capacity as an owner of his, her or its Parent Shares, and nothing herein shall prohibit, prevent or preclude Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first set forth above. DIVERSA CORPORATION By: Name: Title: STOCKHOLDER By: Name: Title: Address: Attn: Fax: (___) EX-99 4 r_ver13dam2-99c.txt NOTE OFFERING LOCKUP LETTER EXHIBIT C Lock-Up Agreement March 19, 2007 UBS Securities LLC Together with the other Initial Purchasers named in Schedule A to the Purchase Agreement referred to herein c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Purchase Agreement (the "Purchase Agreement") to be entered into by Diversa Corporation, a Delaware corporation (the "Company"), and you and the other Initial Purchasers named in Schedule A to the Purchase Agreement, with respect to the offering (the "Offering") without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144A under the Act, of Convertible Senior Notes (the "Notes") of the Company. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement. In order to induce you to enter into the Purchase Agreement, the undersigned agrees that, for a period (the "Lock-Up Period") beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final offering memorandum relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the "Commission") in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the "Exchange Act") with respect to, any common stock (the "Common Stock"), $0.001 par value per share, of the Company, any debt securities of the Company or any other securities of the Company that are substantially similar to Common Stock or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, any debt securities of the Company or any other securities of the Company that are substantially similar to Common Stock or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement; (b) dispositions by will or intestacy, or to any trust, for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that the recipient agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement; (c) distributions to partners, limited partners, members, stockholders or affiliates of the undersigned, provided that such partner, limited partner, member, stockholder or affiliate agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement; and (d) the exercise of options and warrants owned by the undersigned that are exerciseable for Common Stock or for the capital stock of Celunol Corp. (the "Celunol Stock"), provided that any subsequent sale, transfer or disposition of any Common Stock or any Celunol Stock issued upon exercise of such options and warrants shall be subject to the restrictions set forth in this Lock-Up Agreement. For purposes of this paragraph, "immediate family" shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of any registration statement to be filed with the Commission pursuant to the Registration Rights Agreement. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLC, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. In addition, in connection with the Offering, the undersigned hereby waives, for the Lock-Up Period, any rights the undersigned may have pursuant to that Amended and Restated Stockholders' Agreement dated as of January 25, 1999 by and among Diversa Corporation and the Stockholders named therein. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes or the shares of Common Stock issuable upon conversion of the Notes. This Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder if (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) for any reason the Purchase Agreement shall be terminated (other than the provisions thereof which survive termination) prior to the "time of purchase" (as defined in the Purchase Agreement) or (iii) the Purchase Agreement has not been entered into as of April 15, 2007. [The remainder of this page intentionally left blank; signature page follows] Yours very truly, /s/ Joshua Ruch Name: Joshua Ruch /s/ Mark Leschly Name: Mark Leschly RHO MANAGEMENT PARTNERS, L.P. By: Atlas Capital Corp. Its General Partner By: /s/ Joshua Ruch Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST I By: Rho Capital Partners Inc. As Investment Advisor By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO MANAGEMENT TRUST II By: Rho Capital Partners Inc. As Investment Advisor By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO MANAGEMENT TRUST III By: Rho Capital Partners Inc. As Investment Advisor By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG By: Rho Capital Partners Verwaltungs GmbH General Partner By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO VENTURES IV (QP), L.P. By: Rho Management Ventures IV, L.L.C. General Partner By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO VENTURES IV, L.P. By: Rho Management Ventures IV, L.L.C. General Partner By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----