Amendment To The Monsanto/Paradigm Genetics Collaboration Agreement

Exhibit 10.2


Redacted Version


THIS IS AN AMENDMENT, effective , to the Monsanto/Paradigm Genetics Collaboration Agreement dated as of November 17, 1999, and amended May 10, 2000, August 30, 2001, September 23, 2002, and January 28, 2003 (the " Agreement" ) by and between Paradigm Genetics, Inc., a Delaware corporation, having a principal place of business at 108 Alexander Drive, Building 1A, P.O. Box 14528, Research Triangle Park, North Carolina 27709-4528 (" Icoria" ) and Monsanto Company, a Delaware corporation, having a principal place of business at 800 N. Lindbergh Blvd., St. Louis, Missouri 63167 (" Monsanto" ).

WHEREAS, the parties have agreed to modify the Agreement as set forth herein (the " Amendment" );


WHEREAS the parties are entering into an Asset Purchase Agreement as of the same date as this Amendment;


WHEREAS the parties agree and acknowledge that there is a substantial uncertainty related to whether any future royalty payments will be owed by Monsanto to Icoria pursuant to the Agreement, and, in addition, even if a future royalty will be paid, it is also uncertain as to the timing and amount of the royalty payment, and as a result of such uncertainties, have agreed to the lump sum Royalty Buyout Payment pursuant to Section 4.2 below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:


ARTICLE I

1.1 In August, 2004, Paradigm Genetics, Inc., changed its name to Icoria, Inc., and shall hereafter be referred to as Icoria in this Amendment. 1.2 Other than as amended herein, the Agreement shall remain in full force and effect.

1.3 In the event of a conflict of provisions between this Amendment and the Asset Purchase Agreement, the Asset Purchase Agreement shall control.

ARTICLE II

LICENSES

2.1 Paragraph 2.3 of the Agreement shall be amended to read as follows:

2.3 License to Monsanto: Icoria Gene Patent Rights

Subject to the terms and conditions of this Agreement and for the consideration as set forth in the Asset Purchase Agreement, Icoria hereby grants to Monsanto, Subsidiaries of Monsanto and wholly-owned Affiliates of Monsanto under Icoria' s interest in the Icoria Gene Patent Rights and for the life of such Icoria Gene Patent Rights


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company' s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Redacted Version


a perpetual exclusive, world-wide license to make and use Project Technology and Monsanto DNA Information and a perpetual exclusive, world-wide license to develop, make, have made, import, use, sell, have sold, and offer to sell Monsanto Licensed Products. Icoria further grants Monsanto the right to sublicense any of the above rights.

2.2 Paragraph 2.4 of the Agreement shall be deleted in its entirety and the restrictions provided therein shall be considered to be removed. 2.3 Paragraph 2.8 of the Agreement shall be amended to read as follows:

2.8 License to Icoria: research license - Project Technology

Monsanto grants Icoria and those Subsidiaries of Icoria at the Effective Date of this Agreement under Monsanto' s interest in Licensed Patent Rights except for those patent rights directed to DNA other than Arabidopsis DNA and Project Technology a non-exclusive, world-wide license to use Project Technology and Monsanto DNA Information directed to Arabidopsis DNA for research purposes only and only to the extent required for conducting work contemplated by the Excluded Contracts (defined in the Asset Purchase Agreement) as of the Closing Date of the Asset Purchase Agreement, and such license shall remain in effect until the earlier of (1) the date of termination of the last to terminate of the Excluded Contracts or (2) December 31, 2006. This license may not be amended, altered, extended or expanded in any way by means of any amendment to any such Excluded Contract after the Closing Date of the Asset Purchase Agreement. Such right shall not extend to any other Monsanto owned or inlicensed technology, including Monsanto DNA Information that is not from Arabidopsis except as set forth in Article 2.9. 2.4 Paragraph 2.9 of the Agreement shall be amended to read as follows:

2.9 License to Icoria: research license - Monsanto Enabling Technology in research crops


Monsanto grants Icoria and Subsidiaries of Icoria under Monsanto' s interest in Monsanto Enabling Technology a, nonexclusive, U.S. and Europe only, license to use Monsanto Enabling Technology in Arabidopsis and tobacco for research purposes only and only to the extent required for conducting work contemplated by the Excluded Contracts (defined in the Asset Purchase Agreement) as of the Closing Date of the Asset Purchase Agreement, and such license shall remain in effect until the earlier of (1) the date of termination of the last to terminate of the Excluded Contracts or (2) December 31,


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company' s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Ac ...