Negative Pledge Agreement

Exhibit 10.4


NEGATIVE PLEDGE AGREEMENT

This Negative Pledge Agreement (this "Pledge") is made as of July 10, 2003, by and between PARADIGM GENETICS, INC., a Delaware corporation, ("Borrower") and SILICON VALLEY BANK ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:

1. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of the Bank or as permitted under Section 7.1 of the Loan and Security Agreement) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower's intellectual property, including, without limitation, the following:


a. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and wheth ...