EXHIBIT 10.1

MONSANTO 2000 MANAGEMENT INCENTIVE PLAN

1. PURPOSES

The Monsanto 2000 Management Incentive Plan is designed to:

o focus management on business performance that creates stockholder value;

o encourage innovative approaches to the business of the Company;

o reward for results;

o encourage ownership of Monsanto common stock by management; and

o encourage taking higher risks with an opportunity for higher reward.

2. DEFINITIONS

2.1. "1933 Act" shall have the meaning set forth in Section 12.14(a).

2.2. "Adjustment Notice" shall have the meaning set forth in Section 6.2.

2.3. "Affiliate" means (i) any entity that is an Associated Company of the Company or a Subsidiary of the Company, and (ii) at a time when Pharmacia beneficially owns a majority of the then-outstanding Shares, Pharmacia and any entity that is an Associated Company of Pharmacia or a Subsidiary of Pharmacia.

2.4. "Associated Company" of the Company or Pharmacia means any corporation, partnership, joint venture, limited liability company, or other entity or enterprise, of which the Company or Pharmacia, as applicable, owns or controls, directly or indirectly, 10% or more of the outstanding shares of stock normally entitled to vote for the election of directors, or of comparable equity participation and voting power, other than a Subsidiary of the Company or Pharmacia, as applicable.

2.5. "Award" means any Option, Stock Appreciation Right, Restricted Share, unrestricted Share, dividend equivalent unit or other award granted under this Incentive Plan.

2.6. "Award Certificate" means a written document, in such form as the Committee may from time to time prescribe, setting forth the terms and conditions of an Award.

2.7. "Board" means the board of directors of the Company.

2.8. "Board People Committee" means the People Committee of the Board or such other committee consisting of two or more members of the Board as may be appointed by the Board to administer this Incentive Plan pursuant to Section 4.1.

2.9. "Change of Control" means a Monsanto Change of Control or a Pharmacia Change of Control.

2.10. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

2.11. "Committee" means the Board People Committee, or its permitted delegate.

2.12. "Company" means Monsanto Company, a Delaware corporation incorporated February 9, 2000 (originally under the name Monsanto Ag Company), and any successors thereto.

2.13. "Covered Employee" means a Participant designated prior to or at the time of the grant of an Award by the Committee as an individual who is or may be a "covered employee" of the Company within the meaning of Section 162(m)(3) of the Code, in the year in which the Company is expected to be entitled to a federal income tax deduction with respect to the Award.

2.14. "Director Plan" means the Monsanto Company Non-Employee Director Equity Incentive Compensation Plan.

2.15. "Disability" means a physical or mental disability that causes a Participant to be considered disabled under the terms of the disability income plan applicable to such Participant, whether or not such Participant actually receives such disability benefits, or, in the event that there is no disability income plan applicable to such Participant, as determined by the Committee.

2.16. "Effective Date" has the meaning set forth in Section 3.

2.17. "Eligible Participant" means any member of the Board and any employee of the Company or an Affiliate.

2.18. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

2.19. "Exercise Price" means the price at which a Participant may purchase a Share covered by an Option, or the price with respect to which the Stock Appreciation Right Fair Market Value of a Stock Appreciation Right is determined, as applicable.

2.20. "Fair Market Value" means, with respect to any given date on or before the date of the initial public offering of the Shares, the fair market value of a Share as determined by the Committee, and with respect to any given date after the date of the initial public offering of the Shares, the average of the highest and lowest per-share sales prices for the Shares during normal business hours on the New York Stock Exchange for the immediately preceding date, or if the Shares were not traded on the New York Stock Exchange on such date, then on the next preceding date on which the Shares were traded, all as reported by such source as the Committee may select.

2.21. "Grant Date" means the date as of which the Committee determines that a grant of an Award shall be effective.

2.22. "Incentive Option" means an Option that is designated as an Incentive Option and that meets the requirements of Section 422 of the Code for "incentive stock options."

2.23. "Incentive Plan" means the Monsanto 2000 Management Incentive Plan set forth herein.

2.24. "Monsanto Change of Control" means the happening of any of the events described in subsections (a) through (d) below, if immediately following such event, Pharmacia does not beneficially own a majority of the then-outstanding Shares:

(a) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of either (i) the Requisite Common Percentage (as defined herein) of the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the Requisite Voting Percentage (as defined herein) of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company or a Subsidiary of the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary of the Company; or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the common stock of the Company, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including without limitation a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, a Subsidiary of the Company, any corporation resulting from a Business Combination or any employee benefit plan (or related trust) thereof) beneficially owns, directly or indirectly, the Requisite Common Percentage of the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the Requisite Voting Percentage of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of such corporation, except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

2.25. "Monsanto Leadership Team" means those individuals who are, immediately before a Pharmacia Change of Control, members of the Monsanto Leadership Team or any successor group thereto.

2.26. "Non-Qualified Option" means an Option that is not intended to be treated as an Incentive Option or an Option that does not meet the requirements of
Section 422 of the Code for "incentive stock options."

2.27. "Option" means a right granted under this Incentive Plan to a Participant to purchase a Share at a specified price for a specified period of time.

2.28. "Participant" means an Eligible Participant to whom an Award has been granted pursuant to this Incentive Plan; provided, that in the case of the death or legal incapacity of a Participant, the term "Participant" shall refer to a beneficiary designated pursuant to Section 10.4 or Section 12.1 or the guardian or legal representative of the Participant acting in a fiduciary capacity on behalf of such Participant under state law and court supervision or comparable office and supervision under applicable foreign law.

2.29. "Performance Objective" means a performance objective adopted by the Committee pursuant to this Incentive Plan for Participants who have received Awards. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives to be unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate.

2.30. "Pharmacia" means Pharmacia Corporation, a Delaware corporation, and any successor thereto.

2.31. "Pharmacia Change of Control" means the happening of any of the events described in subsections (a) through (d) below, if immediately following such event, Pharmacia beneficially owns a majority of the then-outstanding Shares:

(a) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then-outstanding shares of common stock of Pharmacia (the "Outstanding Pharmacia Common Stock") or (ii) the combined voting power of the then-outstanding voting securities of Pharmacia entitled to vote generally in the election of directors (the "Outstanding Pharmacia Voting Securities"); provided, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from Pharmacia; (B) any acquisition by the Company, Pharmacia, or a Subsidiary of either of them; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, Pharmacia, or a Subsidiary of either of them; or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the Shares, constitute the Board of Directors of Pharmacia (the "Incumbent Pharmacia Board"), cease for any reason to constitute at least a majority of the Pharmacia Board; provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Pharmacia's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Pharmacia Board shall be considered as though such individual were a member of the Incumbent Pharmacia Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Pharmacia;

(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Pharmacia or the acquisition of assets or stock of another corporation (a "Pharmacia Business Combination"), in each case, unless, following such Pharmacia Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Pharmacia Common Stock and Outstanding Pharmacia Voting Securities immediately prior to such Pharmacia Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then- outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Pharmacia Business Combination (including without limitation a corporation that as a result of such transaction owns Pharmacia or all or substantially all of Pharmacia's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Pharmacia Business Combination of the Outstanding Pharmacia Common Stock and Outstanding Pharmacia Voting Securities, as the case may be, (ii) no Person (excluding the Company, Pharmacia, a Subsidiary of either of them, any corporation resulting from such Pharmacia Business Combination or any employee benefit plan (or related trust) thereof) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Pharmacia Business Combination or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Pharmacia Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Pharmacia Business Combination were members of the Incumbent Pharmacia Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Pharmacia, providing for such Pharmacia Business Combination; or

(d) approval by the stockholders of Pharmacia of a complete liquidation or dissolution of Pharmacia.

2.32. "Qualified Performance-Based Award" means an Award designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is a Covered Employee and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and made subject to performance goals satisfying the requirements for the Section 162(m) Exemption.

2.33. "Reporting Person" means a person subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Shares.

2.34. "Requisite Common Percentage" means, as of any given time, a percentage equal to or greater than the higher of (i) 20 percent and (ii) the percentage of the then-outstanding Shares then beneficially owned by Pharmacia.

2.35. "Requisite Voting Percentage" means, as of any given time, a percentage equal to or greater than the higher of (i) 20 percent and (ii) the percentage of the voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors then beneficially owned by Pharmacia.

2.36. "Restricted Shares" means Shares that are granted or delivered subject to restrictions in accordance with Section 10.3.

2.37. "Retirement" means a Participant's Termination of Service on or after the date on which the Participant attains age 50.

2.38. "Second Trigger" shall be considered to have occurred (i) with respect to all Participants if, during the one-year period immediately following a Pharmacia Change of Control, one of the following occurs: (A) more than half of the members of the Monsanto Leadership Team experience a Termination without Cause or a Termination for Good Reason; (B) the headquarters of the Company is relocated by more than 35 miles from its location immediately before the Pharmacia Change of Control, or a plan to effect such a relocation is publicly announced; (C) it is publicly announced that Pharmacia intends to take steps that will result in its ceasing to beneficially own a majority of the then- outstanding Shares or that would otherwise result in a Monsanto Change of Control, and such steps have not previously been approved by a majority of the members of the Monsanto Leadership Team; and (ii) with respect to a given Participant if, during the period of one year immediately following a Pharmacia Change of Control, or the Participant experiences a Termination without Cause, or a Termination for Good Reason.

2.39. "Section." Unless otherwise indicated, all "Section" references are to sections of this Incentive Plan.

2.40. "Section 162(m) Exemption" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

2.41. "Shares" means shares of Company common stock. If there has been an adjustment or substitution pursuant to Section 6, the term "Shares" shall also include any shares of stock or other securities that are substituted for Shares or into which the Shares are adjusted pursuant thereto.

2.42. "Stock Appreciation Right" means a right described in Section 9.

2.43. "Stock Appreciation Right Fair Market Value" means the excess of (i) the Fair Market Value of a Share on the date of exercise of a Stock Appreciation Right, over (ii) the Exercise Price of the Stock Appreciation Right.

2.44. "Subsidiary" of the Company or Pharmacia means any corporation, partnership, joint venture, limited liability company, or other entity or enterprise of which the Company or Pharmacia, as applicable, owns or controls, directly or indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors, or of comparable equity participation and voting power.

2.45. "Termination for Cause" of a Participant or any other individual means a Termination of Service for "cause," "just cause," "misbehavior," or any similar term, as defined in any unexpired employment agreement between the Participant or other individual and the Company or an Affiliate, as the case may be (including without limitation any employment agreement the effectiveness of which has been triggered by a change of control as defined therein), or, in the absence of such an agreement, or if such agreement exists but does not define any such term, an involuntary Termination of Service of the Participant or other individual on account of the Participant's or other individual's engaging in (i) any willful or intentional neglect in performing his duties, including, but not limited to, fraud, misappropriation or embezzlement involving property of the Company or an Affiliate, or (ii) any other intentional wrongful act that may impair the goodwill or business of the Company or an Affiliate, or that may cause damage to any of their businesses.

2.46. "Termination without Cause" of a Participant or any other individual means a Termination of Service that is involuntary on the part of the Participant or other individual, other than a Termination for Cause or as a result of the Participant's death or Disability.

2.47. "Termination for Good Reason" with respect to a Participant means the Participant's Termination of Service for "good reason," "just cause," "material breach by the employer" or any similar term, as defined in any unexpired employment agreement between the Participant and the Company or an Affiliate, as the case may be (including without limitation any employment agreement the effectiveness of which has been triggered by a change of control as defined therein), or, in the absence of such an agreement, or if such agreement exists but does not define any such term, the Participant's Termination of Service by action of the Participant following: (i) any change affecting the position of the Participant (whether resulting from a transfer of the Participant to another position, a change in the Company's business, or any other event) such that the Participant no longer has a position substantially equivalent to the Participant's position immediately before the Pharmacia Change of Control for which the Participant is qualified by education, training and experience; (ii) a decrease in the Participant's salary; (iii) a material decrease in the Participant's opportunity to earn annual and long-term incentive compensation as compared to the opportunities provided to the Participant before the Pharmacia Change of Control; (iv) a material decrease in the aggregate value of the Participant's employee benefits and fringe benefits as compared to those provided to the Participant before the Pharmacia Change of Control; or (v) a requirement that the Participant relocate his or her place of employment by more than 35 miles.

2.48. "Termination of Service" of a Participant or any other individual occurs when the Participant or other individual is no longer either an employee of the Company or any of the Affiliates (including without limitation because the entity that employs the Participant or other individual has ceased to be an Affiliate), or a member of the Board.

3. EFFECTIVE DATE OF THIS INCENTIVE PLAN

The effective date (the "Effective Date") of this Incentive Plan is ___________, 2000, the first date as of which this Incentive Plan had been both adopted by the Board and approved by Pharmacia as the Company's sole stockholder.

4. ADMINISTRATION

4.1. Delegation. This Incentive Plan shall be administered by the Board People Committee except to the extent the Board People Committee delegates administration pursuant to this

paragraph. The Board People Committee may delegate all or a portion of the administration of this Incentive Plan to one or more committees, and may authorize further delegation by the committees to senior managers of the Company, its Subsidiaries, or Pharmacia; provided, that determinations regarding the timing, pricing, amount and terms of any Award to a Reporting Person shall be made only by the Board People Committee; and provided, further, that no such delegation may be made that would cause Awards or other transactions under this Incentive Plan to cease to be exempt from Section 16(b) of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption; and provided, finally, that no delegation may be made of the powers granted to the Board People Committee under Section 12.16. Any such delegation may be revoked by the Committee at any time.

4.2. Scope of Authority. The Committee shall have full power and authority to administer and interpret this Incentive Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of this Incentive Plan as the Committee deems necessary or advisable. The Committee's powers include, but are not limited to (subject to the specific limitations described herein), the authority to determine the employees to be granted Awards under this Incentive Plan; to determine the size and applicable terms and conditions of grants to be made to such employees; to determine the time when Awards will be granted; to determine the terms and conditions of any grant, including, without limitation, the Exercise Price, any vesting condition, restriction or limitation (which may contain Performance Objectives relating to the performance of the Participant, the Company or an Affiliate) and any acceleration of vesting or waiver of forfeiture regarding any grant and the Shares relating thereto; to determine whether a resignation was voluntary and whether a Termination of Service was a Termination for Cause; and to modify, amend or adjust the terms and conditions of any grant made to a Participant, at any time, provided, that the Committee may not reduce the Exercise Price of, or cancel and regrant, any outstanding Option or Stock Appreciation Right.

4.3. Actions and Interpretations. The Committee's interpretations of this Incentive Plan and of Award Certificates, and all actions taken and determinations made by the Committee concerning any matter arising under or with respect to this Incentive Plan or any Awards granted hereunder, shall be in its sole discretion and final, binding and conclusive on all interested parties, including the Company, an Affiliate, stockholders of any of those entities, and all former, present and future employees thereof. The Committee may, with respect to all questions of accounting, rely conclusively upon any determination made by the internal accountants of the Company.

4.4. Board Authority. Any authority granted to the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

4.5. Award Certificates. Each Award shall be evidenced by an Award Certificate.

5. SHARES AUTHORIZED

5.1. Total Number. The total number of Shares that may be delivered pursuant to Awards under this Incentive Plan shall not exceed the number of Shares that equals 8.85% of the outstanding Shares immediately after the initial public offering of the Shares. Awards of Options, Restricted Stock and Deferred Stock under the Director Plan shall automatically be granted under this Incentive Plan as and when provided for in the Director Plan.

5.2. Individual Limit. The total number of Shares for which Awards may be granted under this Incentive Plan to any one Eligible Participant shall not exceed, in any three-year period, 15% of the total number of Shares for which Awards may be made under this Incentive Plan.

5.3. Source of Shares. The Shares that may be delivered pursuant to Awards granted under this Incentive Plan may be authorized but unissued Shares not reserved for any other purposes or Shares held in or acquired for the treasury of the Company, or both.

5.4. Forfeitures, Etc. If any Award is forfeited, any Option (and the related Stock Appreciation Right, if any) or any Stock Appreciation Right not related to an Option terminates, expires or lapses without being exercised, or any Stock Appreciation Right is exercised for cash, the Shares subject to such Awards that are, as a result, not delivered to the Participant shall again be available for delivery in connection with Awards. If the Exercise Price of any Option is satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares issued net of the Shares delivered or attested to shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery pursuant to Awards other than Incentive Options under this Incentive Plan. To the extent any Shares subject to an Award are not delivered to a Participant because such Shares are used to satisfy an applicable tax withholding obligation, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under this Incentive Plan.

6. SHARE ADJUSTMENTS

6.1. Adjustments. In the event of any change in corporate capitalization such as a stock split, any corporate transaction such as a merger, consolidation, separation, spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of reorganization in Section 368 of the Code), or any partial or complete liquidation of the Company, then notwithstanding any other provision of this Incentive Plan, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for delivery pursuant to Awards under this Incentive Plan, in the limitations set forth in
Section 5, in the number and kind of shares subject to outstanding Awards, in the Exercise Price of outstanding Options and Stock Appreciation Rights, and/or such other equitable substitution or adjustments as it may determine to be appropriate; provided, that the number of shares subject to any Award shall always be a whole number and that no adjustment will be permissible hereunder to the extent it would cause any Qualified Performance-Based Award to fail to qualify for the Section 162(m) Exemption.

6.2. Adjustment Notices. Notice of any adjustment or substitution pursuant to this Section 6 (the "Adjustment Notice") shall be given by the Company to each Participant holding an affected Award; provided, that such adjustment or substitution shall be effective and binding for all purposes of this Incentive Plan whether or not an Adjustment Notice is given. An Adjustment Notice may be given by making it generally available to Participants via a newsletter or other written employee communication, whether such communication is made available on paper or electronically. Adjustment Notices, when given, shall be considered to be part of the Award Certificate for each affected Award.

7. AWARDS OF OPTIONS AND STOCK APPRECIATION RIGHTS

7.1. Grants. Options and Stock Appreciation Rights may be granted at such time or times determined by the Committee following the Effective Date to any Eligible Participant, except that Incentive Options may not be granted to Eligible Participants who are not employees of a parent or

subsidiary corporation, as defined in Sections 424(e) and (f), respectively, of the Code, with respect to the Company. Each Option and each Stock Appreciation Right shall be granted subject to such terms and conditions, if any, not inconsistent with this Incentive Plan, as shall be determined by the Committee and set forth in the applicable Award Certificate, including any provisions as to continued employment or continued service as consideration for the grant or exercise of such Option or Stock Appreciation Right, provisions as to performance conditions, and any provisions that may be advisable to comply with applicable laws, regulations or the rulings of any governmental authority.

7.2. Consideration. The Committee may offer Eligible Participants the opportunity to elect to receive an Option or Stock Appreciation Right in lieu of a salary increase or a bonus, or may offer Eligible Participants the opportunity to purchase Options or Stock Appreciation Rights for cash or such other consideration as the Committee determines.

7.3. Exercise of Options or Stock Appreciation Rights. An Option or Stock Appreciation Right, or portion thereof, may be exercised during the period beginning on the date when it first becomes exercisable in accordance with its terms, and ending upon the expiration of its term or, if sooner, when it is forfeited as a result of a Termination of Service or otherwise in accordance with the terms and conditions of the Option or Stock Appreciation Right. The term of an Option or Stock Appreciation Right shall expire on such date, not later than the tenth anniversary of the Grant Date, as set forth in the applicable Award Certificate. The exercise of all or a portion of a Stock Appreciation Right granted with a related Option shall result in the forfeiture of all or a corresponding portion of the related Option and vice versa. To exercise an Option or Stock Appreciation Right, a Participant shall give notice to the Company or its agent, specifying the number of Shares with respect to which the Option or Stock Appreciation Right is being exercised, and otherwise complying with such procedures as the Committee may from time to time establish.

7.4. Effect of Termination of Service. Unless otherwise set forth in the applicable Award Certificate, the effect of a Participant's Termination of Service on any Option or Stock Appreciation Right then held by the Participant, to the extent it has not previously expired or been exercised, shall be as follows:

(a) Before Vesting has Commenced. If such Termination of Service occurs before any portion of the Option or Stock Appreciation Right has become exercisable, the Participant shall forfeit such Option or Stock Appreciation Right;

(b) After Vesting has Commenced. If such Termination of Service occurs after the Option or Stock Appreciation Right has become exercisable in whole or in part:

(i) Voluntary Resignation. As a result of the Participant's voluntary resignation, such Option or Stock Appreciation Right shall be exercisable for a period of 90 days following such Termination of Service, to the extent it is exercisable immediately before such Termination of Service, and shall then be forfeited to the extent not exercised;

(ii) Termination for Cause. In a Termination for Cause, the Participant shall forfeit such Option or Stock Appreciation Right;

(iii) Retirement. By reason of the Participant's Retirement, such Option or Stock Appreciation Right shall be exercisable for a period of five years following such

Termination of Service, to the extent it is exercisable immediately before such Termination of Service, and shall then be forfeited to the extent not exercised; and

(iv) Other Involuntary Termination. In the case of any other Termination of Service (including by reason of death or Disability), such Option or Stock Appreciation Right shall be exercisable for a period of one year following such Termination of Service, to the extent it is exercisable immediately before such Termination of Service, and shall then be forfeited to the extent not exercised.

(c) Limitation. Notwithstanding the foregoing, in no event shall an Option or Stock Appreciation Right be exercisable after the expiration of its term.

7.5. No Obligation to Exercise Option or Stock Appreciation Right. The granting of an Option or Stock Appreciation Right shall impose no obligation upon the Participant or upon a beneficiary of a Participant to exercise such Option or Stock Appreciation Right.

8. OPTIONS

8.1. Exercise Price. The per-Share Exercise Price of an Option shall be established by the Committee in connection with the grant thereof, but shall not be less than 100% of the Fair Market Value of a Share on the Grant Date. No exercise of an Option shall be effective before payment of the Exercise Price therefor.

8.2. Method of Payment. The Exercise Price for Shares purchased upon exercise of an Option shall be paid upon such terms as shall be set forth in the applicable Award Certificate. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Options that permit the Participant to deliver Shares (or other evidence of ownership of Shares satisfactory to the Company), including, at the Committee's option, Restricted Shares, with a Fair Market Value equal to the Exercise Price as payment; provided, that any such Shares have been owned by the Participant for at least six months free of any restrictions and without being subject to forfeiture. The payment terms for an Incentive Option must be established in connection with the grant thereof.

9. STOCK APPRECIATION RIGHTS

9.1. Nature of Right. A Stock Appreciation Right shall entitle its holder to receive, upon exercise, a payment in cash or Shares having an aggregate value equal to the Stock Appreciation Right Fair Market Value. A Stock Appreciation Right may be granted either (i) with a related Option at the time the Option is originally granted or, in the case of a Non-Qualified Option, thereafter, or
(ii) without a related Option.

9.2. Exercise Price. The Exercise Price per Share of a Stock Appreciation Right that has a related Option shall equal the Exercise Price per Share of the related Option. The Exercise Price per Share of a Stock Appreciation Right that does not have a related Option shall be established in connection with the grant thereof, but shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.

9.3. Terms and Conditions. Except as expressly provided herein, each Stock Appreciation Right that is granted hereunder shall be subject to the terms and conditions specified in the applicable Award Certificate. A Stock Appreciation Right that is granted with a related Option shall be subject to the same terms and conditions as the Option, shall be exercisable only to the extent its

related Option is exercisable, and shall terminate or be forfeited and cease to be exercisable when the term of the related Option expires or the related Option is forfeited.

9.4. Form of Payment. The Committee shall determine, in each case, whether the payment to a Participant upon exercise of a Stock Appreciation Right will be in the form of all cash, all Shares (which may be Restricted Shares) or any combination thereof. If payment is to be made in Shares, the number of Shares shall be equal to the value of the Stock Appreciation Right, divided by the Stock Appreciation Right Fair Market Value of Shares on the date of exercise.

9.5. Proceeds. The Committee shall determine the timing of any payment made in cash, Shares or a combination thereof upon exercise of a Stock Appreciation Right hereunder, whether in a lump sum, in annual installments or otherwise deferred, and the Committee shall determine whether such payments may bear interest or dividend equivalents pursuant to Section 11.

10. BONUS SHARES AND RESTRICTED SHARES

10.1. Awards. An Award of Shares or Restricted Shares may be made at such time or times determined by the Committee following the Effective Date to any person who is an Eligible Participant. The terms and conditions of payment of any Award, including, without limitation, what part of such Award shall be paid in unrestricted Shares or Restricted Shares, the time or times of payment of any Award, and the time or times of the lapse of the restrictions on Restricted Shares shall be set forth in the applicable Award Certificate.

10.2. Shares. For the purpose of determining the number of Shares to be used in payment of an Award denominated in cash but payable in whole or in part in Shares or Restricted Shares, the cash value of the Award to be so paid shall be divided by the Fair Market Value of a Share on the date of the determination of the amount of the Award by the Committee, or, if the Committee so directs, the date immediately preceding the date the Award is paid.

10.3. Restricted Shares. An Award of Restricted Shares shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including without limitation the Company or one or more of its employees) designated by the Committee, a certificate or certificates for such Restricted Shares, registered in the name of such Participant. Except to the extent otherwise provided in the applicable Award Certificate, the Participant shall have all of the rights of a stockholder with respect to such Restricted Shares.

10.4. Terms and Conditions. Restricted Shares shall be subject to such terms and conditions, and to such restrictions against sale, transfer or other disposition, as may be set forth in the applicable Award Certificate. Unless otherwise set forth in the applicable Award Certificate, new, additional or different Shares or other securities resulting from any adjustment to or substitution for Restricted Shares pursuant to Section 6 shall be subject to the same terms, conditions, and restrictions as the Restricted Shares prior to such adjustment or substitution. The Committee may remove, modify or accelerate the removal of forfeiture conditions and other restrictions on any Restricted Shares in the event of hardship or Disability of the Participant while employed (or while providing services as a director), in connection with the Participant's Termination of Service or relocation to another country, or for such other reasons as the Committee may deem appropriate, except to the extent that such action would cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. In the event of the death of a Participant following the transfer of Restricted Shares to him or her, the legal representative of the Participant, the beneficiary designated in writing by the Participant during his or her lifetime, or the person

receiving such Shares under the Participant's will or under the laws of descent and distribution shall take such Shares subject to the same restrictions, conditions and provisions in effect at the time of the Participant's death, to the extent applicable, unless otherwise set forth in the applicable Award Certificate.

11. DIVIDENDS, DIVIDEND EQUIVALENTS AND INTEREST EQUIVALENTS

11.1. No Cash Dividends. No cash dividends shall be paid on Shares that have been awarded but not registered or delivered. The applicable Award Certificate may provide for the payment of dividend equivalents with respect to any Option, Stock Appreciation Right or other Award pursuant to which Shares are or may become deliverable in the future, equal in value to the cash dividends that would have been paid with respect to each Share subject to such Award, if it had been outstanding during the period between the date of the Award and the time each such Share is delivered or the Award is forfeited as to such Share. "Dividend equivalents" may be:

(a) paid in cash or Shares, either from time to time prior to or at the time of the delivery of such Shares, or upon expiration of the Option or Stock Appreciation Right, if it shall not have been fully exercised (except that payment of the dividend equivalents on Incentive Options may not be made prior to exercise); or

(b) converted into contingently credited Shares (with respect to which dividend equivalents shall accrue) in such manner, at such value, and deliverable at such time or times as may be set forth in the applicable Award Certificate.

11.2. Interest Equivalents. The applicable Award Certificate may provide for payment of interest equivalents (i) on any portion of any Award payable at a future time in cash, and (ii) on dividend equivalents that are payable at a future time in cash.

11.3. Restricted Shares. The applicable Award Certificate may provide that dividends paid on Restricted Shares shall, during the applicable restricted period, be held by the Company to be paid upon the lapse of restrictions or to be forfeited upon forfeiture of the Shares.

12. MISCELLANEOUS PROVISIONS

12.1. Non-Transferability. During a Participant's lifetime, his or her Options and Stock Appreciation Rights shall be exercisable only by the Participant. No Awards shall be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution or levy of any kind; and any purported transfer in violation hereof shall be null and void. Without limiting the generality of the foregoing, no domestic relations order purporting to authorize a transfer of an Award shall be recognized as valid. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant's death, may be provided.

12.2. No Right to Continued Employment or Service. Nothing contained in this Incentive Plan, any Award Certificate or any booklet or document describing or referring to this Incentive Plan shall be deemed to confer on any Eligible Participant the right to continue as an employee or director of the Company or an Affiliate, whether for the duration of a Participant's Award vesting schedule or otherwise, or affect the right of the Company or an Affiliate to terminate the employment or service of any such person for any reason.

12.3. Governing Law; Construction. This Incentive Plan and any actions taken hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the application of the conflicts of laws provisions thereof. Titles and headings to Sections are for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation of this Incentive Plan.

12.4. Certain Tax Matters. Notwithstanding any other provision of this Incentive Plan, the Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the grant or exercise of any Option or otherwise in connection with any Option, any Stock Appreciation Right or the exercise thereof, or otherwise in connection with any Award, including without limitation the withholding of cash or Shares that would be paid or delivered pursuant to such exercise or Award or any other exercise or Award under this Incentive Plan until the Participant reimburses the Company for the amount the Company is required to withhold with respect to such taxes, or cancelling any portion of such Award or any other Award under this Incentive Plan in an amount sufficient to reimburse the Company for the minimum amount it is required to so withhold, or selling any property contingently credited by the Company for the purpose of paying such Award or any other Award under this Incentive Plan, in order to withhold or reimburse the Company for the minimum amount it is required to so withhold. In addition, the Committee may establish appropriate procedures to ensure that it receives prompt notice of any event that may make available to the Company or any Affiliate any tax deduction in connection with an Award.

12.5. Foreign Participants. In order to facilitate the granting of Awards to Eligible Participants who are foreign nationals or who are employed outside of the United States of America, the Committee may provide for such special terms and conditions, including without limitation substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions of this Incentive Plan as it may consider necessary or appropriate for the purposes of this Section 12.5 without thereby affecting the terms of this Incentive Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such documents as having been approved and adopted pursuant to properly delegated authority; provided, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Incentive Plan, as then in effect. Participants subject to the laws of a foreign jurisdiction may request copies of, or the right to view, any materials that are required to be provided by the Company pursuant to the laws of such jurisdiction.

12.6. No Rights as a Stockholder. No Participant shall have any rights as a stockholder with respect to any Shares to be delivered pursuant to an Award prior to the date that the Participant is recorded as the holder of such Shares on the records of the Company and such Shares are delivered to such Participant by book-entry registration or delivery of a certificate or certificates therefor to the Participant, or to a custodian or escrow agent designated by the Committee (which may include, without limitation, the Company or one or more of its employees).

12.7. No Right to Award. No employee or other person shall have any claim or right to be granted an Award under this Incentive Plan. Having received an Award under this Incentive Plan shall not give a Participant or other person any right to receive any other Award under this Incentive Plan. A Participant shall have no rights or interests in any Award, except as set forth herein and in the applicable Award Certificate.

12.8. Unfunded Plan. It is presently intended that this Incentive Plan shall be unfunded. Except for reserving a sufficient number of authorized Shares, to the extent required by law to meet the requirements of this Incentive Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the delivery of Shares relating to Awards granted pursuant to this Incentive Plan.

12.9. Exclusion from Pension and other Benefit Plan Computation. Except to the extent otherwise required by applicable law, by exercise of an Option or Stock Appreciation Right or receipt of another type of Award, (i) each Participant shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement or other employee benefit plan of the Company or an Affiliate, and (ii) each beneficiary of a deceased Participant shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided by the Company or an Affiliate on the life of the Participant that is payable to the beneficiary under any life insurance plan covering employees or directors of the Company or an Affiliate.

12.10. Notice. Except as otherwise provided in this Incentive Plan, all notices or other communications required or permitted to be given under this Incentive Plan to the Company shall be in writing and shall be deemed to have been duly given if delivered personally or mailed, postage pre-paid, as follows:
(i) if to the Company, at its principal business address to the attention of the Secretary; and (ii) if to any Participant, at the last address of the Participant known to the sender at the time the notice or other communication is sent.

12.11. Inurement of Rights and Obligations. The rights and obligations under this Incentive Plan and any related documents shall inure to the benefit of, and shall be binding upon, the Company, its successors and assigns, and the Participants and their beneficiaries.

12.12. Costs and Expenses of This Incentive Plan. Except as otherwise provided herein, the costs and expenses of administering this Incentive Plan shall be borne by the Company, and shall not be charged to any Award nor to any Participant receiving an Award. Costs and expenses associated with the redemption or exercise of any Award under this Incentive Plan, including, but not limited to, commissions charged by any agent of the Company, may be charged to the Participant.

12.13. No Limitation on Rights of the Company

(a) The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. Further, this Incentive Plan shall not restrict the authority of the Company, for proper corporate purposes, to grant or assume Awards, other than under this Incentive Plan, to or with respect to any other person.

(b) If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of this Incentive Plan. All Shares issued pursuant to Awards that are forfeited shall revert to the Company upon such forfeiture.

12.14. Legal Requirements

(a) Restrictions on Resale. Notwithstanding any other provision of this Incentive Plan, no Participant who acquires Shares pursuant to this Incentive Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act")), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) Registration, Listing and Qualification of Shares. Notwithstanding any other provision of this Incentive Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any securities exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under this Incentive Plan prior to the Committee's determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.

12.15. Fractional Shares. The Company shall not be required to issue any fractional Shares pursuant to this Incentive Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

12.16. Amendment or Termination

(a) The Board People Committee may, from time to time, amend or modify this Incentive Plan or any outstanding Awards, including, without limitation, to authorize the Committee to make Awards payable in other securities or other forms of property of a kind to be determined by the Committee, and such other amendments as may be necessary or desirable to implement such Awards, or terminate this Incentive Plan or any provision thereof; provided, that no amendments or modifications to this Incentive Plan shall, without the prior approval of the stockholders normally entitled to vote for the election of directors of the Company, permit the Company to decrease the Exercise Price of any outstanding Option or Stock Appreciation Right; and provided, further, that amendments to Section 5.1 shall require the approval of the Board.

(b) No amendment to or termination of this Incentive Plan or any provision hereof, and no amendment to or cancellation of any outstanding Award shall, without the written consent of the affected Participant, adversely affect any outstanding Award.

(c) Notwithstanding the above provisions, the Board People Committee shall have authority to amend outstanding Awards and this Incentive Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant Awards that qualify for beneficial treatment under such rules, without stockholder approval and without the consent of affected Participants.

12.17. Change of Control

(a) The provisions of this Section 12.17(a) shall apply notwithstanding any provision of this Incentive Plan other than Sections 12.4, 12.14, and 12.17(b), unless the Committee determines otherwise at the time of grant. Upon the occurrence of a Monsanto Change of Control, (i) any Awards outstanding as of the date of such Change of Control, and that are not then vested, shall become fully vested, (ii) all then-outstanding Options and Stock Appreciation Rights shall be exercisable, and (iii) any restrictions or other conditions applicable to any outstanding Awards shall lapse, and such Awards shall become free of all restrictions and conditions. In addition, upon the occurrence of a Second Trigger after a Pharmacia Change of Control with respect to a Participant, (i) any Awards held by such Participant that are outstanding as of the date of such Second Trigger, and that are not then vested, shall become fully vested, (ii) all then- outstanding Options and Stock Appreciation Rights held by such Participant shall be exercisable, and (iii) any restrictions or other conditions applicable to any outstanding Awards held by such Participant shall lapse, and such Awards shall become free of all restrictions and conditions.

(b) With respect to Awards held by a Participant who is also a Participant in the Monsanto Company Excess Parachute Tax Indemnity Plan (the "Indemnity Plan") or any comparable or successor plan at the time of a Change of Control, the vesting and lapse of restrictions and conditions provided for in Section 12.17(a) shall not occur as a result of that Change of Control, to the extent that the provisions of Section 4(b) of the Indemnity Plan (or any comparable provision of such comparable or successor plan) require that such vesting and lapse not occur.

Exhibit 10.2

THE MONSANTO COMPANY
NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE COMPENSATION PLAN

1. NAME OF PLAN. This plan shall be known as the "The Monsanto Company Non-Employee Director Equity Incentive Compensation Plan" and is hereinafter referred to as the "Plan."

2. PURPOSES OF PLAN. The purposes of the Plan are to enable Monsanto Company, a Delaware corporation (the "Company"), to retain qualified individuals to serve as Directors by providing for their compensation and permitting them to elect to defer a portion thereof, and to further align the interests of Directors with the interests of shareholders of the Company by providing them with equity-based compensation.

3. EFFECTIVE DATE AND TERM. The Plan shall be effective as of September 20, 2000 (the "Effective Date"). The Plan shall remain in effect until terminated by action of the Board, or until all Participants have received all amounts to which they are entitled hereunder, if earlier.

4. DEFINITIONS. The following terms shall have the meanings set forth below:

"Annual Meeting" means an annual meeting of the shareholders of the Company.

"Annual Retainer Amount" has the meaning set forth in Section 6(a).

"Beneficiaries" has the meaning set forth in Section 7(b)(iii).

"Beneficiary Designation" has the meaning set forth in Section 7(b)(iii).

"Board" means the Board of Directors of the Company.

"Cash Account" has the meaning set forth in Section 7(a).

"Chairman" means the Chairman of the Board.

"Committee" means the committee that administers the Plan, as more fully set forth in Section 12.

"Common Stock" means the common stock, par value $2.00 per share, of the Company.

"Company" has the meaning set forth in Section 2.

"Current Cash" has the meaning set forth in Section 6(a).

"Deferral Account" means a bookkeeping account maintained by the Company for a Director representing the Director's interest in the stock units or cash credited to such account pursuant to Sections 6 and 7.

"Deferred Cash" has the meaning set forth in Section 6(a).

"Deferred Stock" means shares of Common Stock credited to a Stock Unit Account pursuant to Section 6(d)(ii) and Section 7 and later delivered pursuant to Section 7.

"Delivery Election" has the meaning set forth in Section 7(b)(i).

"Designated Administrator" means Merrill Lynch & Co. or such other person or entity most recently specified by the Company as such for purposes of the Plan.

"Director" means an individual who is a non-employee member of the Board.

"Dividend Equivalent" for a given dividend or distribution means a number of shares (or fractions of a share) of Common Stock having a Value, as of the date such Dividend Equivalent is credited to a Stock Unit Account, equal to the amount of cash, plus the fair market value on the date of distribution of any property, that is distributed with respect to one share of Common Stock pursuant to such dividend or distribution; such fair market value to be determined by the Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Elective Amount" has the meaning set forth in Section 6(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Grant Date" has the meaning set forth in Section 6(b).

"Interest Rate" for a calendar year means the average Moody's Baa Bond Index Rate, as in effect from time to time.

"IPO Date" means the date on which the initial public offering of shares of Common Stock occurs.

"IPO Price" means the price at which shares of Common Stock are offered in the initial public offering of shares of Common Stock.

"Management Plan" means the Monsanto 2000 Management Incentive Plan.

"Month" means a period during a Plan Year that ends on a Month End Date and that starts on either (a) the first day of the Plan Year, or (b) the day following the last preceding Month End Date.

"Month End Date" means the date of a calendar month that has the same numerical value as the date on which a Plan Year ends (i.e., if a Plan Year ends on April 12th, the Month End Date with respect to any calendar month is the 12th of such month.)

"Options" has the meaning set forth in Section 6(a).

"Participant" has the meaning set forth in Section 5.

"Periodic Election" has the meaning set forth in Section 6(a).

"Plan" has the meaning set forth in Section 1.

"Plan Year" means the period from the Effective Date through the day before the date of the Company's 2001 Annual Meeting and each subsequent period beginning on the date of an Annual Meeting and ending on the day before the date of the next Annual Meeting.

"Required Deferred Stock Amount" has the meaning set forth in Section 6(a).

"Restricted Stock" means shares of Common Stock granted in accordance with
Section 6(d)(i).

"Section" means a section of the Plan except where otherwise specifically indicated.

"Starting Date" has the meaning set forth in Section 7(b)(i).

"Stock Unit Account" has the meaning set forth in Section 7(a).

"Term" means the term of years for which a Participant has been elected a Director.

"Termination Date" for a Participant means the date such Participant's service as a Director terminates for any reason.

"2000 Term" means the Term that commenced in May of 2000.

"Value" of a share of Common Stock, as of the IPO Date, means the IPO Price, and as of any other date, means the average of the highest and lowest per-share sales prices for the shares of Common Stock during normal business hours on the New York Stock Exchange, Inc. for the immediately preceding date, or if the shares of Common Stock were not traded on the New York Stock Exchange, Inc. on such date, then on the next preceding date on which the shares were traded, all as reported by such source as the Committee may select.

5. ELIGIBLE PARTICIPANTS. Each individual who is a Director on the Effective Date or becomes a Director thereafter while the Plan is in effect shall be a participant (a "Participant") in the Plan.

6. DIRECTOR COMPENSATION. (a) GENERAL. In consideration for his or her services as a Director, each Participant shall receive compensation having a total annual value (the "Annual Retainer Amount") equal to $120,000 in the case of a Participant who serves as the chair of a committee of the Board and $110,000 for all other Participants (which amount shall be pro-rated for partial years, as applicable);

provided, that the Chairman shall receive additional compensation having an annual value of $40,000 for serving as Chairman (which amount shall be pro-rated for partial years, as applicable); and provided, further, that the Board may specify different Annual Retainer Amounts from time to time. Such compensation for each Term shall be provided as follows: (i) half of such compensation (the "Required Deferred Stock Amount") shall take the form of Deferred Stock, as more fully set forth in Section 6(d); and (ii) the other half of the Annual Retainer Amount (the "Elective Amount") shall take the form of (A) options to purchase shares of Common Stock ("Options"), as more fully set forth in Section 6(b), (B) cash paid currently ("Current Cash") or deferred cash ("Deferred Cash"), as more fully set forth in Section 6(c), or (C) Restricted Stock or additional Deferred Stock, as more fully set forth in Section 6(d), or a combination thereof. Each Participant shall be provided with the opportunity, in accordance with procedures established by the Committee from time to time, to make an election with respect to each Term during which he or she is a Participant (a "Periodic Election") specifying what percentages, in increments of one percentage point, of the Elective Amount for such Term will be provided to the Participant in the form of Options, Current Cash, Deferred Cash, Restricted Stock and Deferred Stock. Each Periodic Election for a particular Term shall be filed with the Committee at least 30 days before the beginning of the Term; provided, that the Periodic Elections for Terms beginning before the Effective Date shall be made on or before September 15, 2000; and provided, further, that, with respect to an individual who becomes a Participant after the Effective Date, the Periodic Election for such Participant's first Term shall be filed with the Committee no later than 30 days after the first day of such Term. If a Participant fails to make a timely Periodic Election with respect to any Term, he or she shall be deemed to have elected to receive the entire Elective Amount in the form of Current Cash.

(b) OPTIONS. (i) Each Participant who elects to receive a portion of the Elective Amount in the form of Options shall be granted, for each of his or her Terms ending after the Effective Date, Options having a value on the applicable Grant Date equal to such portion, determined by the Committee in accordance with the Black-Scholes option valuation method. The effective date of each such grant (the "Grant Date") shall be the first day of the applicable Term; provided, that in the case of any options granted with respect to the 2000 Term, the Grant Date shall be the IPO Date. Each Option shall be evidenced by a certificate, shall have a per-share exercise price equal to the Value of a share of Common Stock on the Grant Date and shall have the other terms and conditions set forth below in this Section 6(b).

(ii) The Options, if any, granted to a Participant on a particular Grant Date shall vest in installments on the last day of each Plan Year ending during the Term for which they were granted, pro rata based upon the percentage of the Term that is included in such Plan Year, but, in each case, only if the Participant remains a Director on the last day of such Plan Year; provided, that if a Participant's Termination Date occurs other than on the last day of a Plan Year, a pro rata portion of the installment of the Participant's then-unvested Options that would otherwise have vested as of the last day of the Plan Year during which such Termination Date occurs, based on the number of full Months that have elapsed in the Plan Year on or before such Termination Date, shall instead vest on the Termination Date; and provided, further, that the number of shares with respect to which Options vest on a particular

day shall be rounded to the nearest whole number of shares, if necessary, to avoid vesting with respect to a fractional share.

(iii) Each Option that vests in accordance with the foregoing shall be exercisable from and after the date of such vesting through the earlier of (A) the tenth anniversary of the Grant Date and (B) in the case of the Participant's death during or after his or her service as a Director, the first anniversary of the date of death; in the case of the Participant's removal from the Board before the end of any Term, the Termination Date; and in all other cases, the fifth anniversary of the Participant's Termination Date. Any Options held by a Participant that have not become vested as of the Participant's Termination Date shall terminate on the Termination Date.

(iv) Subject to the limitations of this Section 6(b), Options may be exercised, in whole or in part, by giving written notice of exercise to the Designated Administrator specifying the number of shares of Common Stock subject to the Option to be purchased. Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. Payment, in full or in part, may also be made in the form of unrestricted Common Stock already owned by the Participant, based on the Value of the Common Stock on the date the Option is exercised; provided, that such already owned shares have been held by the Participant for at least six months at the time of exercise. Payment for any shares subject to an Option also may be made by delivering a properly executed exercise notice to the Designated Administrator, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. No shares of Common Stock shall be issued pursuant to the exercise of Options until full payment therefor has been made.

(v) No Option shall be transferable by the Participant other than by will or by the laws of descent and distribution. All Options shall be exercisable, subject to the terms of this Section 6(b), only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Option is transferred pursuant to the preceding sentence, it being understood that references to the Participant shall be deemed, where appropriate, to refer to such guardian, legal representative or other transferee.

(c) CASH. The portion, if any, of the Elective Amount for a particular Term that the Participant elects to have paid in Current Cash shall be paid, and the portion, if any, of the Elective Amount for a particular Term that the Participant elects to have paid in Deferred Cash shall be credited to a Cash Account maintained by the Company pursuant to Section 7, in each case, in installments on each Month End Date that occurs during the Term for which it is paid or credited (as applicable), pro rata based upon the percentage of the Term that is included in the Month that ends on such Month End Date, but, in each case, only if the Participant remains a Director on that day. If a Participant's Termination Date occurs other than on a Month End Date, the Participant shall forfeit any Current Cash and any Deferred Cash attributable to periods following the preceding Month End Date.

(d) STOCK. (i) The portion, if any, of the Elective Amount for a particular Term that the Participant elects to have provided in Restricted Stock shall be issued as of the IPO Date, in the case of Restricted Stock granted with respect to the 2000 Term, and as of the first day of such Term in all other cases, in the name of the Participant in the form of a number of shares of Common Stock having a Value, as of the date it is issued, equal to the amount of such portion. Such shares shall be forfeitable and nontransferable, until they vest in accordance with the provisions of Section 6(d)(iii). Dividends and other distributions with respect to Restricted Stock that has not yet vested as of the record date therefor shall vest together with the related Restricted Stock. The Restricted Stock shall be issued to Participants in accordance with procedures established by the Committee, and shall become transferable by Participants when and as it vests.

(ii) The Required Deferred Stock Amount for a particular Term and the portion, if any, of the Elective Amount for that Term that a Participant elects to have provided in Deferred Stock shall be provided to the Participant by crediting, as of the IPO Date in the case of the 2000 Term, and as of the first day of the Term in all other cases, to a Stock Unit Account maintained by the Company pursuant to Section 7, a number of stock units representing hypothetical shares of Common Stock having a Value, as of the date of such credit, equal to the Required Deferred Stock Amount to which the Participant is entitled and the portion, if any, that the Participant has elected to have provided in Deferred Stock. Such Deferred Stock shall vest as set forth in Section 6(d)(iii).

(iii) Deferred Stock and any Restricted Stock provided to a Participant for a particular Term shall vest in installments on each Month End Date that occurs during the Term for which they were granted, pro rata based upon the percentage of the Term that is included in the Month that ends on such Month End Date, but only if the Participant remains a Director on such day; provided, that if a Participant's Termination Date occurs other than on a Month End Date, the Participant shall forfeit any Restricted Stock or Deferred Stock that is attributable to periods following the last preceding Month End Date; and provided, further, that the number of shares with respect to which Restricted Stock and/or Deferred Stock vests on a particular day shall be rounded to the nearest whole number of shares, if necessary to avoid vesting with respect to a fractional share.

7. (a) DEFERRAL ACCOUNTS. The Company shall maintain a "Stock Unit Account" for each Participant with respect to that Participant's Deferred Stock and, for a Participant who makes a Periodic Election to receive Deferred Cash, a "Cash Account," and shall make credits to these Deferral Accounts as provided in
Section 6 and this Section 7. Whenever a dividend is paid or other distribution made with respect to the Common Stock, each Stock Unit Account shall be credited with a number of shares of Common Stock having a Value, as of the date such dividend is paid or such distribution is made, equal to (i) the number of stock units in such Stock Unit Account as of the record date for such dividend or distribution multiplied by (ii) the Dividend Equivalent for such dividend or other distribution. The shares so credited with respect to Deferred Stock that has not vested as of the record date for the dividend or distribution shall vest as and when such Deferred Stock vests. Each Cash Account shall accrue interest on the balance therein at the Interest Rate, to be credited and compounded monthly.

(b) DELIVERY OF ACCOUNT BALANCES. (i) Each Participant shall be provided the opportunity to elect, in accordance with procedures established by the Committee, the manner in which his or her Deferral Account balances will be distributed on or after his or her Termination Date (each such election, a "Delivery Election"). A separate Delivery Election may be made with respect to each amount of cash credited to a Cash Account pursuant to a single Periodic Election and each amount of stock units credited to a Stock Unit Account pursuant to a single Periodic Election. Each such Delivery Election may call for deferred delivery (A) in annual installments over a period of up to ten years, provided that such payments begin on the later of the Termination Date and the date that is six months after the Delivery Election is made, or (B) in a single sum on a specified date that is at least six months after the Delivery Election is made but not more than ten years after the Termination Date (in either case, the date on which delivery is to be made or is to begin is referred to as the "Starting Date").

(ii) The stock units in a Participant's Stock Unit Account and/or the cash in a Participant's Cash Account, as applicable, shall be delivered on or beginning on the Starting Date in accordance with the Participant's applicable Delivery Elections. In the case of deliveries from a Stock Unit Account, such delivery shall be made in the form of stock representing a number of shares of Common Stock equal to the number of stock units as and when they are to be delivered; provided, that if the number of shares to be delivered on any particular date includes a fractional share, such number of shares shall be rounded down to the nearest whole number, and if such delivery is the last to be made to the Participant, the Company shall pay the Participant cash in an amount equal to the Value of such fractional share on the date of delivery. If any such stock units or cash are to be delivered after the Participant has died or become legally incompetent, they shall be delivered to the Participant's Beneficiary or legal guardian, as the case may be, in accordance with the foregoing.

(iii) Participants shall be provided with the opportunity to designate, in accordance with procedures to be established by the Committee, the person or persons ("Beneficiaries") who will receive distributions of his or her interests in the Plan upon the death of the Participant (a "Beneficiary Designation"). Once made, a Beneficiary Designation or Delivery Election may be superseded by another Beneficiary Designation or Delivery Election (as applicable) or revoked in writing by the Participant. However, in order for any initial or superseding Delivery Election or revocation thereof to be valid, it must be received by the Committee before the Participant's Termination Date, and it shall in any event be subject to the approval of the Board or of a committee of the Board if the Committee determines that such approval is required in order for such Delivery Election and/or transactions resulting therefrom to be exempt under Rule 16b-3 under Section 16 of the Exchange Act. In the case of multiple Beneficiary Designations, Delivery Elections and/or revocations by any Participant, the most recent valid Beneficiary Designation, Delivery Election or revocation (as applicable) in effect as of the date of death or Termination Date, as applicable, shall be controlling. If a Participant does not have a valid Beneficiary Designation in effect as of the date of his or her death, his or her Beneficiary shall be his or her estate. If a Participant does not have a valid Delivery Election in effect as of his or her Termination Date with respect to any portion of his or her Cash Account or

Stock Unit Account, he or she shall be deemed to have made an election to receive such portion in a single lump sum as of his or her Termination Date.

8. DELIVERY OF SHARES; VOTING AND OTHER RIGHTS. The shares delivered to a Participant pursuant to Section 6 or 7 shall be issued in the name of the Participant, and the Participant shall be entitled to all rights of a shareholder with respect to Common Stock for all such shares issued in his or her name, including the right to vote the shares, and the Participant shall receive all dividends and other distributions paid or made with respect thereto from and after the date of such issuance, except as specifically provided in
Section 6(d)(i).

9. GENERAL RESTRICTIONS. (a) Notwithstanding any other provision of the Plan or agreements or certificates created pursuant thereto, the Company shall not be required to issue or deliver any shares of Common Stock under the Plan prior to fulfillment of all of the following conditions:

(i) Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be a market for the Common Stock;

(ii) Any registration or other qualification of such shares under any U.S. federal or state law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and

(iii) Obtaining any other consent, approval, or permit from any U.S. federal or state governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b) Nothing contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements for the Participants.

(c) Except as specifically provided in the Plan with respect to Beneficiary Designations, no Participant or Beneficiary shall have the right to assign, pledge or otherwise dispose of his or her interest in any Deferral Account, nor shall the interest of a Participant or Beneficiary therein be subject to garnishment, attachment, transfer by operation of law, or any legal process.

(d) The Plan is intended to constitute an unfunded plan for incentive and deferred compensation of Directors, and the rights of Directors with respect to Deferral Accounts under the Plan shall be those of general creditors of the Company. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments, so long as the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

10. NUMBER AND SOURCE OF SHARES AVAILABLE. All Options, Deferred Stock and Restricted Stock provided for under the Plan shall automatically be granted under the Management Plan, and shall reduce the number of shares

available for awards under the Management Plan. Sections 5.1, 5.3, and 5.4 of the Management Plan shall apply with respect to awards made under the Plan.

11. CHANGE IN CAPITAL STRUCTURE. (a) In the event that there is, at any time after the Board adopts the Plan, any change in the Common Stock by reason of any stock dividend, stock split, combination of shares, exchange of shares, warrants or rights offering to purchase Common Stock at a price below its fair market value, reclassification, recapitalization, merger, consolidation, spin- off or other change in capitalization of the Company, appropriate adjustment shall be made in the number and kind of shares or other property held in the Stock Unit Accounts (taking into account whether any Dividend Equivalent is credited to the Stock Unit Accounts in connection therewith) and any other relevant provisions of the Plan by the Committee, whose determination shall be binding and conclusive on all persons. Options and Restricted Stock granted pursuant to the Plan and the Management Plan shall be subject to adjustment pursuant to Section 6 of the Management Plan.

(b) If the shares of Common Stock credited to the Stock Unit Accounts are converted pursuant to this Section 11 into cash or another form of property, references in the Plan to the Common Stock shall be deemed, where appropriate, to refer to such cash or other form of property, with such other modifications as may be required for the Plan to operate in accordance with its purposes. Without limiting the generality of the foregoing, references to delivery of certificates for shares of Common Stock shall be deemed to refer to delivery of cash and the incidents of ownership of any other property held in the Stock Unit Accounts.

12. ADMINISTRATION; AMENDMENT. (a) The Plan shall be administered by a committee consisting of the Chief Financial Officer, the General Counsel and the Corporate Vice President -- Human Resources of the Company (or the holder of any successor officer position thereto) (the "Committee"), which shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as it may deem necessary or desirable, including, without limitation, the determination of life expectancies and other assumptions and information to be used in determining the effect of Delivery Elections.

(b) The Board may from time to time make such amendments to the Plan as it may deem proper and in the best interest of the Company, and it may terminate the Plan at any time.

13. MISCELLANEOUS. (a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company's shareholders or to limit the rights of the shareholders to remove any Director.

(b) The Company shall have the right to require, prior to the issuance or delivery of any cash or shares of Common Stock pursuant to the Plan, that a Director make arrangements satisfactory to the Committee for the withholding of any taxes required by law to be withheld with respect to the issuance or delivery of such cash or shares, including, without limitation, by the withholding of shares that

would otherwise be so issued or delivered, by withholding from any other payment due to the Director, or by a cash payment to the Company by the Director.

14. GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

EXHIBIT 10.3

FORM OF PHANTOM SHARE AGREEMENT

PHANTOM SHARE AGREEMENT by and among Monsanto Company, a Delaware corporation (the "Company"), Pharmacia Corporation, a Delaware corporation formerly known as Monsanto Company ("Pharmacia"), which is the sole shareholder of the Company, and ___________ (the "Executive"), dated as of the ___ day of ___________, 2000.

WHEREAS, the Executive is an executive employee of Pharmacia; and

WHEREAS, Pharmacia and the Executive are parties to an Employment Agreement dated as of April 25, 1997 (the "Current Employment Agreement"); and

WHEREAS, in connection with the separation of the agricultural and pharmaceutical businesses of Pharmacia and its subsidiaries, the Executive has agreed to become an employee of the Company; and

WHEREAS, in that connection, the Company, Pharmacia and the Executive wish to replace the Current Employment Agreement with the new arrangement provided for in this Phantom Share Agreement;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

(b) [VERFAILLIE: EFFECTIVE NO LATER THAN THE EFFECTIVE DATE, THE EXECUTIVE SHALL BECOME THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND SHALL HAVE THE AUTHORITY, DUTIES AND RESPONSIBILITIES SET FORTH IN EXHIBIT A TO THIS AGREEMENT AND THE BY-LAWS OF THE COMPANY.] [OTHERS: EFFECTIVE NO LATER THAN THE EFFECTIVE DATE, THE EXECUTIVE SHALL BECOME AN EMPLOYEE OF THE COMPANY.]

tive Date and at a time when Phantom Shares remain in the Account, an additional number of Phantom Shares shall be credited to the Account equal to the number of shares and having a Share Value as of the payment date for such dividend or distribution equal to the fair market value (as determined by the Committee) of such dividend. In the event of any change in corporate capitalization such as a stock split, any corporate transaction such as a merger, consolidation, separation, spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of reorganization in Section 368 of the Code), or any partial or complete liquidation of the Company, then notwithstanding any other provision of this Agreement, the Committee shall make such substitution or adjustments in the aggregate number and kind of shares represented by the Phantom Shares, if any, as it may determine to be appropriate or necessary to preserve the value thereof.

(i) The balance in the Account shall vest as of the date of the termination of the Executive's employment with the Company and the other members of the Affiliated Group that includes the Company, if such termination is the result of the Executive's death, Disability, Termination without Cause or Termination for Good Reason, and

(A) such termination occurs before December 31, 2001; or

(B) such termination occurs on or after December 31, 2001 but before October 1, 2002, and the Committee certifies that the Performance Goal has been met.

(ii) The balance in the Account shall not vest if the termination of the Executive's employment with the Company and the other members of the Affiliated Group that includes the Company,

(A) occurs before December 31, 2001 for any other reason than death, Disability, Termination without Cause, or Termination for Good Reason; or

(B) occurs on or after December 31, 2001 but before October 1, 2002, and the Committee fails to certify that the Performance Goal has been met,

and then in either case the Executive shall forfeit all rights to the Account unless it has previously vested and been paid as provided below in this
Section 4.

Committee: the Company's Board People Committee or such other committee as may be designated by the Board; PROVIDED, that the Committee must consist solely of two or more members of the Board, each of whom qualifies as an "outside director" for purposes of Section 162(m) of the Code.

Disability: Before a Change of Control, "Disability" shall mean the Executive's long-term disability for purposes of any reasonable occupation as determined under the Company's disability plan that is applicable to the Executive. After a Change of Control, "Disability" shall be as defined in the Executive's Change-of-Control Employment Security Agreement.

(a) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of either (i) the Requisite Common Percentage of the then-outstanding Shares (the "Outstanding Company Common Stock") or (ii) the Requisite Voting Percentage of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company or a Subsidiary of the Company; (C) any acquisition

by any employee benefit plan (or related trust) sponsored or maintained by the Company, or a Subsidiary of the Company; or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and
(iii) of subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the Shares, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including without limitation a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their owner-ship, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, a Subsidiary of the Company, any corporation resulting from a Business Combination or any employee benefit plan (or related trust) thereof) beneficially owns, directly or indirectly, the Requisite Common Percentage of the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the Requisite Voting Percentage of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of such corporation, except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board

at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(a) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (1) the then-outstanding shares of common stock of Pharmacia (the "Outstanding Pharmacia Common Stock") or (2) the combined voting power of the then-outstanding voting securities of Pharmacia entitled to vote generally in the election of directors (the "Outstanding Pharmacia Voting Securities"); provided, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from Pharmacia; (B) any acquisition by the Company, Pharmacia, or a Subsidiary of either of them; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, Pharmacia, or a Subsidiary of either of them; or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the Shares, constitute the Board of Directors of Pharmacia (the "Incumbent

Pharmacia Board"), cease for any reason to constitute at least a majority of the Pharmacia Board; provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Pharmacia's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Pharmacia Board shall be considered as though such individual were a member of the Incumbent Pharmacia Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Pharmacia;

(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Pharmacia or the acquisition of assets or stock of another corporation (a "Pharmacia Business Combination"), in each case, unless, following such Pharmacia Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Pharmacia Common Stock and Outstanding Pharmacia Voting Securities immediately prior to such Pharmacia Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Pharmacia Business Combination (including without limitation a corporation that as a result of such transaction owns Pharmacia or all or substantially all of Pharmacia's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Pharmacia Business Combination of the Outstanding Pharmacia Common Stock and Outstanding Pharmacia Voting Securities, as the case may be, (ii) no Person (excluding the Company, Pharmacia, a Subsidiary of either of them, any corporation resulting from such Pharmacia Business Combination or any employee benefit plan (or related trust) thereof) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Pharmacia Business Combination or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Pharmacia Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Pharmacia Business Combination were members of the Incumbent Pharmacia Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Pharmacia, providing for such Pharmacia Business Combination;

(d) approval by the stockholders of Pharmacia of a complete liquidation or dissolution of Pharmacia;

-TION IN THE EXECUTIVE'S POSITION, AUTHORITY, DUTIES OR RESPONSIBILITIES FROM THOSE IN EFFECT AS OF THE EFFECTIVE DATE], unless such [VERFAILLIE ONLY:
ASSIGNMENT] [ OTHERS: DIMINUTION] is remedied by the Company within 30 days after receipt of notice thereof given by the Executive; (b) any reduction in the amount of, or failure to pay, the Executive's current annual base salary or any reduction in the amount of, or failure to pay, the Executive's other long-term aggregate incentive compensation opportunities, perquisites or other benefits, unless such reduction or failure is remedied by the Company within 30 days after receipt of notice thereof given by the Executive, or occurs as a result of a reduction that affects all senior executives of the Company similarly; (c) the Company's requiring the Executive to be based at any office or location more than 35 miles from the office where the executive is employed on the Effective Date or to be based at a location other than the principal executive offices of the Company. After a Change of Control, "Termination for Good Reason" shall mean a termination of employment by the Executive for Good Reason, as that term is defined in the Executive's Change-of-Control Employment Security Agreement.

that, in the good faith opinion of the Board, the Executive is guilty of conduct described in either (a) or (b) above, and specifying the particulars thereof in detail. After a Change of Control, "Termination Without Cause" shall mean a termination of the Executive's employment by the Company other than for Cause or Disability, as those terms are defined in the Executive's Change-of-Control Employment Security Agreement.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives

(e) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

800 North Lindbergh Boulevard St. Louis, Missouri 63167

800 North Lindbergh Boulevard St. Louis, Missouri 63167

Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f) The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to due authorization, the Company and Pharmacia have each caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

MONSANTO COMPANY

PHARMACIA CORPORATION

[Verfaillie Only]

EXHIBIT A

In addition to any other authority granted to the Chief Executive Officer pursuant to the By-Laws of the Company, the Executive shall have such duties, authority and responsibilities as are customarily associated with the position of Chief Executive Officer and such other duties and responsibilities as the

EXHIBIT 10.6

TAX SHARING AGREEMENT

This Tax Sharing Agreement (this "Agreement"), dated as of September 1, 2000, by and between Pharmacia Corporation, a Delaware corporation ("Parent") and Monsanto Company, a Delaware corporation ("Sub"). Each of Parent and Sub is referred to herein as a "Party" and, collectively, as "Parties".

WHEREAS, Parent owns 100 percent of the issued and outstanding shares of common stock of Sub and Sub is a member of an affiliated group within the meaning of Section 1504(a) of the Code of which Parent is the common parent corporation (the "Parent Group");

WHEREAS, prior to the formation of Sub, Parent was engaged in, directly and indirectly, the Transferred Ag Businesses;

WHEREAS, pursuant to the Separation Agreement, Parent transferred the Transferred Ag Businesses to Sub;

WHEREAS, Sub contemplates issuing less than 20 percent of its stock to the public in a public offering (the "Ag IPO");

WHEREAS, in contemplation of the Ag IPO, the Parties have determined to enter into this Agreement, setting forth their agreement with respect to certain tax matters.

NOW THEREFORE, in consideration of the premises and the mutual promises, undertakings, agreements and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

(a) the expiration of 30 days after the IRS' acceptance of a waiver of restrictions on assessment and collection of deficiency in tax and acceptance of overassessment on federal revenue (Form 870 or 870-AD (the "Waiver")) or any successor comparable form, except as to reserved matters specified therein, or the expiration of 30 days after acceptance by any other taxing authority of a comparable agreement or form under the laws of any other jurisdiction, including State, local, and foreign, unless, within such period, the taxpayer gives notice to the other Party to this Agreement of the taxpayer's intention to attempt to recover all or part of any amount paid pursuant to the Waiver by filing of a timely claim for refund;

(b) a decision, judgment, decree, or other order by a court of competent jurisdiction that is not subject to further judicial review (by appeal or otherwise) and has become final;

(c) the execution of a closing agreement under Section 7121 of the Code, or the acceptance by the IRS of an offer on compromise under Section 7122 of the Code, or comparable agreements under the laws of any other jurisdiction, including State, local, and foreign, except as to reserved matters specified therein;

(d) the expiration of the time for filing a claim for refund or for instituting suit in respect of a claim for refund that was disallowed in whole or part by the IRS or any other taxing authority;

(e) the expiration of the applicable statute of limitations; or

(f) an agreement by the Parties that a Final Determination has been made.

governmental fee or other like assessment or charge of any kind whatsoever, together with any interest thereon and any penalty, addition to tax or additional amount thereto.

(a) Notwithstanding anything to the contrary herein, except for any IPO Restructuring Tax, any DeKalb Tax Liability, any property taxes attributable to Sub assets, and any sales and use taxes attributable to Sub's assets or businesses, Parent shall be liable for (and shall indemnify and hold Sub harmless from and against), any Tax liability of Parent, any Subsidiary of Parent, Sub and any Subsidiary of Sub, attributable to periods through and including August 31, 2000, whether or not such period constitutes a fiscal period under applicable law.

(b) For purposes of Section 2.1(a) hereof, the determination of Tax liability shall be made on the basis of a closing of the books of each relevant entity and indemnity payments required under Section 2.1(a) hereof shall be made in accordance with the following procedures:

(i) No later than 30 days prior to the due date of each applicable Tax Return, Sub shall deliver to Parent pro forma Tax Returns for Sub and each Subsidiary of Sub whose income or items will not be reflected in Tax Returns of Parent or its Subsidiaries (other

than Sub and its Subsidiaries) for the period commencing with the first day of any fiscal year for which a Tax Return has not been filed as of the Contribution Date and ending on August 31, 2000.

(a) No later than 5 days prior to the date on which an estimated Federal Tax installment or an estimated State Tax installment of the Parent Group is due, Sub shall determine the Estimated Tax Amount

(b) No later than the Federal Tax payment date or the State Tax payment date, as the case may be, Sub shall pay to Parent the Estimated Tax Amount

(a) No later than 10 days prior to the due date (including all applicable and valid extensions) for the Parent Group's consolidated Federal Tax Return for each Tax Period, Sub shall deliver to Parent a pro forma Federal Tax Return of Sub reflecting Sub's Consolidated Tax Amount for such Tax Period prepared by Sub in good faith. No later than 10 days prior to the due date (including all applicable and valid extensions) for each State Tax Return that includes Sub and another member of the Parent Group for each Tax Period, Sub shall deliver to Parent a pro forma State Tax Return reflecting Sub's Consolidated Tax Amount for such Tax Period prepared by Sub in good faith. Each pro forma Tax Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 4.3(c) below.

(b) Upon receipt of a pro forma Tax Return from Sub, Parent may adjust such return if it determines that the calculation of the Consolidated Tax Amount reflected on such return or returns is incorrect or incomplete. Any adjustment made by Parent under this Section 4.3(b) shall be treated as though it had always been reflected on such pro forma return. Sub shall not be permitted to invoke the dispute resolution procedures in Section 8 of this Agreement until it shall have paid any amounts required under Section 4.3(c) of this Agreement.

(c) No later than the due date for any Parent Tax Return to which a pro forma Return prepared pursuant to Section 4.3(a) of this Agreement is attributable, Sub shall pay to Parent an amount equal to the difference, if any, between the Consolidated Tax Amount reflected on such pro forma Tax Return for the applicable Tax Period and the aggregate Estimated Tax Amount paid by Sub with respect to such Tax Return and Tax Period under Section 4.2(a) of this Agreement.

(d) If a pro forma Tax Return described in Section 4.2(a) of this Agreement reflects a Tax Asset that may under applicable law be used to reduce a Federal or State Tax liability in each case for any Tax Period of a member of the Parent Group other than Sub and its subsidiaries, Parent shall pay to Sub an amount equal to the actual tax saving produced by such Tax Asset within 30 days of the realization of such tax saving, and the pro forma Tax Returns of Sub and other relevant determinations hereunder shall thereafter reflect such use. The amount of tax saving under this Section 4.3(d) for any Tax Period shall be the amount of the reduction in Federal or State Taxes that are payable to a taxing authority with respect to such Tax Period, as compared to the federal or state taxes that would have been payable to a taxing authority with respect to such Tax Period in the absence of such Tax Asset. Without limiting the generality of the foregoing, the determination of the tax saving under this Section 4.3(d) shall take into account any net decrease in the foreign tax credits and business credits which would otherwise have been available to the Parent Group by reason of the use of such Tax Asset.

the case may be and as appropriate, (i) the difference between (A) all payments actually made, net of all refunds or recoupments received or otherwise realized, by Sub (or treated as such) in accordance with the principles of this Article 3 with respect to such item for the Tax Period covered by such Return, and (B) all payments that would have been made by Sub (or treated as such) in accordance with the principles under Article 3 with respect to such item for the Tax Period covered by such Return taking such adjustment into account and (ii) related adjustments to penalties and interest.

(a) Notwithstanding anything in this Agreement to the contrary, Parent shall have full control over any and all matters relating to Parent or any member of the Parent Group and Sub and its affiliates with respect to (i) the conduct, management, prosecution, defense, contest, compromise or settlement of (A) any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return or claim for Tax refund, or (B) any other Tax proceeding, (ii) the determination of the taxable years that a settlement of a Tax proceeding may impact and other timing considerations, (iii) the determination as to whether any refunds shall be received by way of refund, credited against tax liability or otherwise applied to any tax period, (iv) the determination as to the treatment of Tax Assets that are allowed under applicable law to be carried back or carried forward, (v) the determination as to whether any Tax elections shall be made or modified, (vi) the determination as to whether any extensions shall be requested or granted, and (vii) the making of payments to, or collection of refunds from, any Taxing authority.

(b) Without limiting the generality of Section 5.1(a), Parent may, in its sole and absolute discretion, settle any Tax proceeding (including, without limitation, any Tax proceeding relating to any and all matters that would give rise to an indemnity from Sub). Any such settlement shall be binding on the parties to this Agreement without further recourse.

(i) the retention and provision on reasonable request of any information (including, without limitation, any books, records, documentation or other information) pertaining to Tax matters relating to Sub and members of the Parent Group other than Sub, any necessary explanations of information, and access to personnel, until the

expiration of the applicable statute of limitation (giving effect to any extension, waiver, or mitigation thereof);

(ii) the execution, acknowledgement and delivery of any instrument or document that may be necessary or helpful in connection with (A) any Return, (B) any Tax proceeding or other litigation, investigation or action relating to Taxes, or (C) the carrying out of the parties' respective obligations under this Agreement; and

(iii) the use of the parties' best efforts to obtain any documentation from a Taxing authority, another governmental authority or another third party that may be necessary or helpful in connection with the foregoing.

If to Parent, to it at:

Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
Attention: General Counsel

Facsimile Number: 908-901-8379

With a copy to:

Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
Attention: Vice President - Tax Facsimile Number: 908-901-8379

With a copy to:

Allen & Overy
10 East 50th Street
New York, New York 10022
Attention: Robert W. DeJoy, Jr.

Facsimile Number: 212-610-6399

If to Sub, to it at:

Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
Attention: General Counsel
Facsimile Number: 314-694-3011

With a copy to:

Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
Attention: Vice President - Tax Facsimile Number: 314.694.5423

With a copy to:

Allen & Overy
10 East 50th Street
New York, New York 10022
Attention: Robert W. DeJoy, Jr.

Facsimile Number: 212-610-6399

Or such other address as any Party may, from time to time, designate in a written notice given in like manner. Notice given by telegram shall be deemed delivered when received by the recipient. Notice given by mail as set out above shall be deemed delivered five calendar days after the date the same is mailed. Notice given by facsimile transmission shall be deemed delivered on the day of transmission provided telephone confirmation or receipt is obtained promptly after completion of transmission.

IN WITNESS WHEREOF, the Parties, by their duly authorized officers, have executed this Agreement as of the date first written above.

PHARMACIA CORPORATION

By: _________________________
Name:
Title:

MONSANTO COMPANY

By: _________________________
Name:
Title:

EXHIBT 10.7

EMPLOYEE BENEFITS

AND

COMPENSATION ALLOCATION AGREEMENT

BETWEEN

PHARMACIA CORPORATION

AND

MONSANTO COMPANY

DATED AS OF SEPTEMBER 1, 2000

TABLE OF CONTENTS

                                                                                            PAGE
                                                                                            ----
ARTICLE I.     EMPLOYEE ALLOCATION; SEVERANCE.................................................1
   1.1        Employees.......................................................................1
   1.2        Former Employees................................................................2
   1.3        Severance and Severance Pay.....................................................3
   1.4        Employment Agreements...........................................................3


ARTICLE II.    U.S. PLANS AND STOCK PLANS.....................................................3
   2.1        Qualified Pension Plans.........................................................3
   2.2        Nonqualified Pension Plans......................................................5
   2.3        SIPs............................................................................5
   2.4        SIP Parity Plan.................................................................7
   2.5        Welfare Plans...................................................................7
   2.6        Individual Supplemental Retirement Agreements...................................9
   2.7        Deferred Payment Plan...........................................................9


ARTICLE III.   FOREIGN PLANS AND TCN POLICY...................................................9
   3.1        In General......................................................................9
   3.2        Monsanto Company Third Country National Policy..................................9


ARTICLE IV.    GENERAL PROVISIONS....,.......................................................10
   4.1        Recognition of Employment Service..............................................10
   4.2        Benefit Expenses...............................................................10
   4.3        Audits and Disputes............................................................11
   4.4        Indemnification................................................................12
   4.5        Transferred Employees..........................................................12
   4.6        Administration.................................................................13
   4.7        Workers' Compensation Excluded.................................................14
   4.8        Merger Agreement...............................................................14


ARTICLE V.     MISCELLANEOUS.................................................................15
   5.1        Guarantee of Subsidiaries' Obligations.........................................15
   5.2        Sharing of Information.........................................................15
   5.3        Termination....................................................................15
   5.4        Rights to Amend or Terminate Plans.............................................15
   5.5        Complete Agreement.............................................................15
   5.6        Governing Law..................................................................15
   5.7        Notices........................................................................16
   5.8        Amendment and Modification.....................................................16
   5.9        Successors and Assigns; No Third-Party Beneficiaries...........................16
   5.10       Counterparts...................................................................16
   5.11       Interpretation.................................................................16

         5.12       Legal Enforceability...........................................................16
         5.13       References; Construction.......................................................16


      ARTICLE VI.    DEFINITIONS...................................................................16
         6.1        General........................................................................16

      SCHEDULE I.    CERTAIN INDIVIDUAL EMPLOYMENT AGREEMENTS

      SCHEDULE II.   HOST GROUPS

      SCHEDULE III.  COMPUTATION OF TRANSFER VALUE

      SCHEDULE IV.   TREATMENT OF FOREIGN PLANS AND CERTAIN
                     MONSANTO FOREIGN FORMER EMPLOYEES

SCHEDULE V.          INITIAL COMMITTEE MEMBERS

EMPLOYEE BENEFITS AND COMPENSATION
ALLOCATION AGREEMENT

EMPLOYEE BENEFITS AND COMPENSATION ALLOCATION AGREEMENT, dated as of September 1, 2000, by and between Pharmacia Corporation, a Delaware corporation ("Pharmacia"), and Monsanto Company, a newly formed Delaware corporation ("AgCo").

W I T N E S S E T H:

WHEREAS, AgCo and Pharmacia are entering into a Separation Agreement of even date herewith (the "Separation Agreement"), which, among other things, sets forth the principal corporate transactions required to effect the Separation and the IPO (as those terms are defined in the Separation Agreement) and sets forth other agreements that will govern certain other matters prior to and following the Separation and the IPO; and

WHEREAS, pursuant to the Separation Agreement, AgCo and Pharmacia desire to provide for the allocation of assets and liabilities and other matters relating to employee benefit plans and compensation arrangements;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

EMPLOYEE ALLOCATION; SEVERANCE

1.1 EMPLOYEES.

(a) ALLOCATION. Monsanto Employees shall be classified as AgCo Employees or Pharmacia Employees for purposes of this Agreement as set forth in this Section
1.1(a). Foundation Employees who work primarily outside the U.S. shall be AgCo Employees if the AgCo Group is the Host Group for the country in which they are based, and Pharmacia Employees if the Pharmacia Group is the Host Group in such country. The Foundation Employees providing shared services under the Services Agreement shall be Pharmacia Employees. Except as set forth above or as agreed by AgCo and Pharmacia and reflected in their human resources data bank, (i) individuals who are, immediately before the Separation Date, Monsanto Employees working exclusively in the Monsanto Business, including those in corporate staff positions that support exclusively the Monsanto Business, shall be considered AgCo Employees; (ii) individuals who are, immediately before the Separation Date, Monsanto Employees working exclusively in the Pharmacia Business, including those in corporate staff positions that support exclusively the Pharmacia Business, shall be considered Pharmacia Employees; (iii) Foundation Employees who work primarily in St. Louis, Missouri shall be AgCo Employees; and
(iv) Foundation Employees who work primarily in Chicago, Illinois, shall be Pharmacia Employees.

(b) TRANSFERS. AgCo and Pharmacia shall take all steps necessary and appropriate so that, on or immediately after the Separation Date, all AgCo Employees are employed by a member of the AgCo Group and all Pharmacia Employees are employed by a member of the Pharmacia Group. Such steps shall include, where employment does not continue by operation of law or where otherwise necessary or appropriate under local law, making employment offers and/or transferring contracts of employment.

(c) RESIGNATIONS. Except as otherwise agreed by Pharmacia and AgCo, effective as of the Separation Date, all AgCo Employees who are acting as directors or officers of any member of the Pharmacia Group shall resign from such positions, and all Pharmacia Employees who are acting as directors or officers of any member of the AgCo Group other than AgCo shall resign from such positions.

1.2 FORMER EMPLOYEES.

(a) U.S. FORMER EMPLOYEES. Monsanto U.S. Former Employees who are, as of the Separation Date, participating in any of the subplans of the Monsanto Retiree Medical Plan other than the Pharmacia Retained Retiree Medical Subplans, or who would be so participating if they had been eligible for retiree medical benefits at the time they ceased to be Employees of the Monsanto Group, shall be classified as AgCo Former Employees. Monsanto U.S. Former Employees who are, as of the Separation Date, participating in the Pharmacia Retained Retiree Medical Subplans, or who would be so participating if they had been eligible for retiree medical benefits at the time they ceased to be Employees of the Monsanto Group, shall be classified as Pharmacia Former Employees. Notwithstanding any other provision of this Agreement, in the event that an AgCo Employee has announced his or her intention to retire under the Monsanto Pension Plan with a retirement date that occurs on or before the IPO Closing Date, such individual shall be transferred to the Pharmacia Group before his or her retirement date and shall be treated, from and after such retirement, as a Pharmacia Former Employee.

(b) FOREIGN FORMER EMPLOYEES. Except as specifically provided in Schedule IV, individuals who are Monsanto Foreign Former Employees immediately before the Separation Date shall be classified as AgCo Former Employees or Pharmacia Former Employees based upon a good faith determination by AgCo and Pharmacia of which of the following categories properly characterizes such individuals' most recent active employment with any member of the Monsanto Group. If such employment was primarily in the Monsanto Business, such individual shall be classified as an AgCo Former Employee. If such employment was primarily in the Pharmacia Business, such individual shall be classified as a Pharmacia Former Employee. If such employment was not primarily in one such business (for example, a corporate staff position), such individual shall be classified as an AgCo Former Employee if such employment was in a country for which the AgCo Group is the Host Group, and a Pharmacia Former Employee if it was in a country for which the Pharmacia Group is the Host Group. Notwithstanding the foregoing, if at any time on or before December 31, 2000, AgCo and Pharmacia determine that any one or more such individuals were so classified in error and agree to correct such error, such individuals shall be re-classified, and AgCo and Pharmacia shall use their reasonable best efforts to implement the terms of this Agreement as they apply to such individuals as if such individuals had been correctly classified as of the Separation Date.

1.3 SEVERANCE AND SEVERANCE PAY.

(a) NO TERMINATION. AgCo and Pharmacia agree that, except as specifically provided by law, individuals who become AgCo Employees pursuant to Section 1.1 shall not be deemed to have experienced a termination or severance of employment from the Pharmacia Group for purposes of any Plan that provides for the payment of severance, redundancy, salary continuation or similar benefits (a "Severance Plan").

(b) SEPARATION PAY PLANS. AgCo shall establish a separation pay plan (the "AgCo Separation Pay Plan"), effective as of the Separation Date, that is substantially similar to the Monsanto Separation Plan. Effective as of the Separation Date, the AgCo Employees shall cease to be covered by the Monsanto Separation Plan and shall begin to be covered by the AgCo Separation Pay Plan.

(c) SEVERANCE LIABILITIES. The AgCo Group shall assume and be solely responsible for all Severance Liabilities of the Monsanto Group arising in connection with claims made by or on behalf of AgCo Employees and AgCo Former Employees arising before, on or after the Separation Date. Notwithstanding the foregoing, Pharmacia shall be solely responsible for all Severance Liabilities arising in connection with actual or constructive terminations of employment on or before the second anniversary of the Separation Date to or with respect to
(i) AgCo Employees who are Foundation Employees and whose employment with the AgCo Group subsequently terminates, and (ii) Employees designated as AgCo Employees or Pharmacia Employees who exercise their rights, under local law, to refuse transfer to the employment of a member of the AgCo Group or the Pharmacia Group, as applicable.

1.4 EMPLOYMENT AGREEMENTS. Effective as of the Separation Date: (a) the members of the AgCo Group shall assume or retain and be responsible for all Liabilities of the Monsanto Group (i) pursuant to Sections 3, 4 and 5 of the agreements listed on Schedule I and (ii) to or relating to AgCo Employees under individual employment agreements other than those listed on Schedule I; and (b) the members of the Pharmacia Group shall assume or retain and be responsible for (A) all Liabilities of the Monsanto Group to or relating to Pharmacia Employees under individual employment agreements and (B) all other Liabilities of the Monsanto Group under the individual employment agreements listed on Schedule I, in each case, with such modifications as may be agreed to by the AgCo Group and such AgCo Employees or the Pharmacia Group and such Pharmacia Employees, respectively.

ARTICLE II.

U.S. PLANS AND STOCK PLANS

2.1 QUALIFIED PENSION PLANS.

(a) MONSANTO PENSION PLAN. Until the Pension Transfer Date, the members of the AgCo Group shall be participating employers, and AgCo Participants shall continue to participate, in the Monsanto Pension Plan.

(b) AGCO PENSION PLAN.

(i) At such time as Pharmacia may request, AgCo shall establish a defined benefit pension plan designed to be a qualified plan under Section 401(a) of the Code (the "AgCo Pension Plan") to provide benefits to AgCo Employees, and to accept the transfer of assets and assumption of Liabilities provided for in Section 2.1(b)(ii). Initially, the AgCo Pension Plan shall be identical in all material respects to the Monsanto Pension Plan (including without limitation the DEKALB frozen benefits structure), subject to such changes as AgCo may determine to be necessary or appropriate to comply with the requirements of qualification under Section 401(a) of the Code. AgCo shall seek a determination letter with respect to the AgCo Pension Plan, and the AgCo Employees shall not begin to accrue benefits under the AgCo Pension Plan, and such transfer and assumption shall not take place, until the first business day of the first month that begins at least 60 days after AgCo receives such determination letter or such later date as Pharmacia may determine (the date on which such accruals begin and such transfer and assumption is effective, the "Pension Transfer Date").

(ii) Except as specifically set forth in Section 2.1(b)(iii) and Article IV, subject to the completion of the asset transfer described in the next sentence, and effective as of the Pension Transfer Date: (A) the Monsanto Pension Plan shall transfer to the AgCo Pension Plan, and the AgCo Pension Plan and the members of the AgCo Group shall assume and be responsible for, all Liabilities of the Monsanto Pension Plan with respect to benefits accrued by AgCo Participants through the Pension Transfer Date (including without limitation pursuant to the DEKALB frozen benefits structure); and (B) the members of the Pharmacia Group shall have no further responsibility for such Liabilities. As soon as administratively feasible after the Pension Transfer Date, there shall be transferred from the trust funding the Monsanto Pension Plan to the trust designated to fund the AgCo Pension Plan (which may have the same trustee as the former trust and which may be part of a master trust with the former trust) a portion of each of the assets thereof, having a value, as of the Pension Transfer Date, equal to the Transfer Value, but in no event less than the amount required to be transferred under Section 414(l) of the Code. All determinations required to implement the foregoing transfer of assets shall be reasonably and equitably made by the Enrolled Actuary in accordance with Schedule III hereto. The Enrolled Actuary shall make an initial estimate of the Transfer Value within 30 days after the Pension Transfer Date, and an initial transfer of assets equal to such estimated Transfer Value shall be made promptly thereafter. The final calculation of the Transfer Value shall be completed as soon as practicable, and a true-up transfer will be made promptly following the expiration of the 30-day period provided for in Section 2.1(c) and, if applicable, the resolution of any disagreement pursuant to Section 2.1(c), such transfer to include an interest adjustment from the Pension Transfer Date to the date of the true-up transfer at the Interest Rate, as defined on Schedule III.

(iii) Notwithstanding the foregoing, if Pharmacia determines that the transfer of liabilities and assets in the manner provided for in Section 2.1(b)(ii) would violate any applicable requirements of the Code or ERISA, or could reasonably be expected to result in the PBGC's taking action to terminate the Monsanto Pension Plan, then Pharmacia and AgCo shall cooperate to implement such transfer in a manner that reaches as close as possible to the same results without any such violation.

(c) IMPLEMENTATION. AgCo and Pharmacia shall cooperate in (i) making all amendments to the Monsanto Pension Plan and all appropriate filings required under the Code or ERISA and any applicable securities laws, (ii) implementing all appropriate communications with participants, (iii) transferring appropriate records, and (iv) taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 2.1 in a timely manner. If AgCo or Pharmacia disagrees with any determination by the Enrolled Actuary pursuant to this Section 2.1, the disagreeing party shall have the right, within 30 days after receipt of notice of such determination, to engage, at its own expense, an independent expert to make the determination of such amount. If the amount determined by such independent experts should differ, such amount shall be reasonably and equitably determined by another independent expert selected by agreement between or among the Enrolled Actuary and such independent experts.

(d) RETENTION OF LIABILITIES. Except as specifically set forth in this
Section 2.1 or in Article IV, the members of the Pharmacia Group shall assume or retain, as the case may be, and be solely responsible for, all Liabilities of the Monsanto Group under the Monsanto Pension Plan.

2.2 NONQUALIFIED PENSION PLANS. From the Separation Date through the Pension Transfer Date, the members of the AgCo Group shall be participating employers, and the AgCo Participants shall continue to participate, in the Monsanto Non-Qualified Pension Plans. Effective as of the Pension Transfer Date, the AgCo Group shall establish non-qualified pension plans that initially are substantially similar to the Monsanto Non-Qualified Pension Plans to provide benefits to AgCo Participants from and after the Pension Transfer Date. From and after the Pension Transfer Date, except as specifically set forth in Article IV, the AgCo Group shall assume and be solely responsible for all Liabilities of the Monsanto Group for or relating to benefits accrued through the Pension Transfer Date by or with respect to AgCo Participants under the Monsanto Non-Qualified Pension Plans and the Pharmacia Group shall retain and be solely responsible for all other Liabilities under the Monsanto Non-Qualified Pension Plans.

2.3 SIPS.

(a) MONSANTO SIP. Until the SIP Transfer Date, the members of the AgCo Group shall be participating employers, and AgCo Participants shall continue to participate, in the Monsanto SIP.

(b) AGCO SIP. Effective as of, or as soon as administratively feasible after, January 1, 2001, AgCo shall establish a defined contribution plan designed to be a qualified plan under Section 401(a) of the Code (the "AgCo SIP") and a related trust (the "AgCo SIP Trust") (which may have the same trustee as the Monsanto SIP Trust and which may be part of a master trust with the Monsanto SIP Trust) to assume Liabilities of and receive the transfers of assets from the Monsanto SIP and the Monsanto SIP Trust as provided for in this
Section 2.3 (the date on which such transfers are effective, the "SIP Transfer Date"). Initially, the AgCo SIP shall be identical in all material respects to the Monsanto SIP.

(c) TRANSFER OF ACCOUNTS. AgCo and Pharmacia shall cause the balances of all accounts established pursuant to and/or governed by the Monsanto SIP of the participants in the Monsanto SIP who are, as of the SIP Transfer Date, AgCo Participants to be transferred to the AgCo SIP and the AgCo SIP Trust. The transfer of such accounts shall be made (i) in kind, to the extent the assets thereof consist of Employer Securities, and (ii) otherwise in cash, securities, other property or a combination thereof, as agreed by Pharmacia and AgCo, but shall be effected, where practicable, in kind, so as to preserve each such participant's investment elections as in effect on the date of such transfer. Any Employer Securities transferred to the AgCo SIP in accordance with the foregoing that constituted ESOP Financed Shares immediately before the SIP Transfer Date shall be considered ESOP Financed Shares in the AgCo SIP.

(d) ESOP RESTRUCTURING. Effective as of the SIP Transfer Date, in a manner and on such terms and conditions as are consistent with applicable fiduciary requirements, one or more of the Existing Monsanto ESOP Securities shall be restructured into two separate obligations, with one of such obligations (each, an "AgCo ESOP Security") being assumable or issued by the AgCo SIP and the remainder thereof (each, a "New Monsanto ESOP Security") being issued by the Monsanto SIP. The aggregate principal amount of the AgCo ESOP Securities shall be as nearly as possible equal to (i) the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring times (ii) the ESOP Fraction, and the aggregate principal amount of the New Monsanto ESOP Securities and any Existing Monsanto ESOP Securities that are not so restructured shall equal the excess of (I) the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring over (II) the aggregate principal amount of the AgCo ESOP Securities. The AgCo ESOP Securities may include one or more loans from AgCo and/or one or more loans from Pharmacia that are assignable to AgCo (collectively, the "AgCo ESOP Loan"). Pharmacia and AgCo shall use their reasonable best efforts, in a manner and on such terms and conditions as are consistent with applicable fiduciary requirements, to cause the terms of the AgCo ESOP Securities and New Monsanto ESOP Securities to be as favorable to AgCo and the AgCo SIP Trust and to Pharmacia and the Monsanto SIP Trust, respectively, as the terms of the Existing Monsanto ESOP Securities, to the extent possible. Effective as of the SIP Transfer Date: (i) the AgCo SIP Trust shall assume all obligations of the Monsanto SIP Trust (if any) under the AgCo ESOP Securities; (ii) Pharmacia shall be released from any guarantees it has given with respect to the AgCo ESOP Securities, and AgCo shall provide such guarantees; and (iii) Pharmacia shall assign all of its rights (if any) under the AgCo ESOP Loan to AgCo. Subject to and upon the completion of the restructuring, assumption, release and assignment described in the preceding sentences of this Section 2.3(d), the trustee of the Monsanto SIP Trust shall transfer to the AgCo SIP Trust a PRO RATA portion of each of the assets held in each of the ESOP Interim Account, the Monsanto ESOP Payment Account and the ESOP Suspense Account established pursuant to Section 19 of the Monsanto SIP, representing a percentage of such assets that equals the ESOP Fraction, and such accounts shall be accepted by the AgCo SIP and the AgCo SIP Trust.

(e) IMPLEMENTATION. AgCo and Pharmacia shall cooperate in making all appropriate plan amendments, making all filings required under the Code or ERISA and any applicable securities laws, implementing all appropriate communications with participants, maintaining and transferring appropriate records, and taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 2.3 and to cause the transfers of assets and Liabilities pursuant to Sections 2.3(c) and 2.3(d) to take place effective as

of or as soon as administratively feasible after January 1, 2001; PROVIDED, HOWEVER, that such transfers shall not take place before the receipt of an opinion of counsel satisfactory to Pharmacia and AgCo to the effect that the AgCo SIP is in form qualified under Section 401(a) of the Code, the employee stock ownership plan portion of the AgCo SIP is in form qualified under Section 4975 of the Code and the AgCo SIP Trust is in form exempt under Section 501(a) of the Code.

(f) ASSUMPTION OF LIABILITIES. Except as specifically set forth in this
Section 2.3 or in Article IV, subject to the completion of the transfers provided for in Sections 2.3(c) and 2.3(d), and effective as of the SIP Transfer Date, the members of the AgCo Group and the AgCo SIP shall assume or retain, as the case may be, and shall be solely responsible for all Liabilities of the Monsanto Group to or with respect to AgCo Participants under the Monsanto SIP, and the members of the Pharmacia Group shall assume or retain, as the case may be, and be solely responsible for, all other Liabilities of the Monsanto Group under the Monsanto SIP. The members of the AgCo Group and the AgCo SIP shall be solely responsible for all Liabilities arising out of or relating to the AgCo SIP.

2.4 SIP PARITY PLAN. From the Separation Date through the SIP Transfer Date, the members of the AgCo Group shall be participating employers, and AgCo Participants shall continue to participate, in the Monsanto SIP Parity Plan. Effective as of the SIP Transfer Date, the AgCo Group shall establish a non-qualified defined contribution plan that initially is identical in all material respects to the Monsanto SIP Parity Plan to provide benefits to AgCo Participants from and after the SIP Transfer Date. From and after the SIP Transfer Date, except as specifically set forth in Article IV, the members of the AgCo Group shall assume and be solely responsible for all Liabilities of the Monsanto Group for or relating to benefits accrued through the SIP Transfer Date by or with respect to AgCo Participants under the Monsanto SIP Parity Plan and the Pharmacia Group shall retain and be solely responsible for all other Liabilities under the Monsanto SIP Parity Plan.

2.5 WELFARE PLANS.

(a) IN GENERAL. Except as specifically set forth in this Section 2.5, AgCo and Pharmacia shall take, and shall cause the members of their respective Groups to take, all actions necessary or appropriate so that, (i) effective as of, or as soon as practicable after, the Separation Date, AgCo shall have assumed sponsorship of the Monsanto U.S. Welfare Plans, (ii) the members of the Pharmacia Group shall be participating employers therein, and (iii) Pharmacia Participants shall continue to participate therein, through December 31, 2001 or such earlier date as AgCo and Pharmacia may agree. AgCo and Pharmacia shall use reasonable best efforts to assign to AgCo all insurance contracts that insure benefits under any of the Monsanto U.S. Welfare Plans. Effective as of January 1, 2002 or such earlier date as AgCo and Pharmacia may agree, the Pharmacia Group shall establish its own U.S. Welfare Plans (the "New Pharmacia U.S. Welfare Plans") to cover Pharmacia Participants, and the members of the Pharmacia Group shall cease to be participating employers, and Pharmacia Participants shall cease to participate, in the Monsanto U.S. Welfare Plans. Each New Pharmacia U.S. Welfare Plan shall, to the extent permitted by applicable law, provide benefits to Pharmacia Participants without interruption or change solely as a result of the transition from the corresponding Monsanto U.S. Welfare Plan, and, without limiting the generality of the foregoing, shall:
(i) to the extent applicable, recognize

all amounts applied to deductibles, out-of-pocket maximums and lifetime maximum benefits with respect to Pharmacia Participants under the corresponding Monsanto U.S. Welfare Plan for the plan year (if any) during which they begin to participate in the New Pharmacia U.S. Welfare Plan and for prior periods (if applicable); (ii) to the extent applicable, not impose any limitations on coverage of pre-existing conditions of Pharmacia Participants, except to the extent such limitations applied to such Pharmacia Participants under the corresponding Monsanto U.S. Welfare Plan immediately before they begin to participate in such New Pharmacia U.S. Welfare Plan; and (iii) not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by Pharmacia Participants who were participating in the corresponding Monsanto U.S. Welfare Plan immediately before such New Pharmacia U.S. Welfare Plan became effective.

(b) RETIREE WELFARE PLANS. AgCo shall establish, effective as of the Separation Date, one or more retiree medical and life insurance benefit plans (collectively, the "AgCo 2000 Retiree Welfare Plan"), to provide benefits to eligible AgCo Participants. The AgCo 2000 Retiree Welfare Plan initially shall include subplans that provide benefits that are identical in all material respects to the benefits provided immediately before the Separation Date under each of the subplans of the Monsanto Retiree Welfare Plans other than the Pharmacia Retained Retiree Welfare Subplans. From and after the Separation Date, except as set forth in Article IV: (i) the members of the AgCo Group shall be solely responsible for all Liabilities under all subplans of the AgCo 2000 Retiree Welfare Plans; and (ii) the members of the Pharmacia Group shall assume or retain, as the case may be, and be solely responsible for, all Liabilities of the Monsanto Group under the Pharmacia Retained Retiree Welfare Subplans. Effective as of the Separation Date, Pharmacia shall cause all subplans of the Monsanto Retiree Welfare Plans other than the Pharmacia Retained Retiree Welfare Subplans to be terminated.

(c) PREMIUM HOLIDAY. It is anticipated that because of the receipt of proceeds attributable to the demutualization of the Metropolitan Life Insurance Company allocable to employee-paid premiums, participants in certain of the Monsanto U.S. Welfare Plans will enjoy a premium holiday for some portion of the period during which both AgCo Participants and Pharmacia Participants will be participating in those plans. AgCo and Pharmacia agree that any such premium holiday will apply to AgCo Participants and Pharmacia Participants on the same basis, without discrimination on the basis of their status as AgCo Participants or Pharmacia Participants, respectively.

(d) SPLIT DOLLAR POLICIES. AgCo and Pharmacia shall take all actions necessary or appropriate to assign to AgCo, effective as of the Separation Date, all of the rights and interests of the Monsanto Group in the split dollar life insurance policies insuring the lives of AgCo Participants pursuant to the Split Dollar Life Insurance Program (such policies, the "Assigned Split Dollar Policies"). Such actions shall include AgCo's acceptance of any collateral assignments, policy endorsements or such other documentation executed by or on behalf of such AgCo Participants or any trustee of any trust to which any AgCo Participant's policy rights or incidents of ownership under the Assigned Split Dollar Policies have been assigned, and AgCo's entering into such agreements as may be necessary to fulfill any obligations of Pharmacia to any insurance company or insurance agent or broker under the Assigned Split Dollar Policies. From and after the date of the assignment of any Assigned Split Dollar Policy to AgCo, AgCo shall assume and be solely responsible for all Liabilities, and shall

be entitled to all benefits, of the Monsanto Group to the applicable AgCo Participant under the Split Dollar Life Insurance Program, including under such policies and any related agreements entered into by such AgCo Participant or any such trustee.

(e) CERTAIN RESERVES. AgCo and Pharmacia shall take all action necessary or appropriate to cause Metropolitan Life Insurance Company to partition between AgCo and Pharmacia, effective as of the Separation Date, the rate stabilization reserves maintained in connection with the Monsanto Company Salaried and Non-Union Hourly Employees' Term Life Insurance Plan, the Monsanto Company Salaried and Non-Union Employees' Dependent Term Life Insurance Plan, the Monsanto Company Hourly-Paid Employees' Group Life Insurance and Sickness Plan-Union, and the Monsanto Company Optional Life Insurance Plan-Union, based upon the relative dollar amount of premiums to be paid by each of them with respect to the coverage to which such reserves relate, determined immediately after the Separation Date.

2.6 INDIVIDUAL SUPPLEMENTAL RETIREMENT AGREEMENTS. Except as specifically set forth in Article IV, and effective as of the Separation Date, the members of the AgCo Group shall assume and be solely responsible for all Liabilities of the Monsanto Group to or relating to AgCo Participants under all Monsanto Individual Supplemental Retirement Agreements. Except as specifically set forth in Article IV, and effective as of the Separation Date, Pharmacia shall assume or retain, and be solely responsible for, all Liabilities of the Monsanto Group to or relating to Pharmacia Participants under all Monsanto Individual Supplemental Retirement Agreements.

2.7 DEFERRED PAYMENT PLAN. Effective as of the Separation Date, the AgCo Group shall establish a non-qualified deferred compensation plan that initially is substantially similar to the Monsanto Deferred Payment Plan to provide benefits to AgCo Participants from and after the Separation Date. From and after the Separation Date, except as specifically set forth in Article IV, the AgCo Group shall assume and be solely responsible for all Liabilities of the Monsanto Group for or relating to benefits accrued through the Separation Date by or with respect to AgCo Participants under the Monsanto Deferred Payment Plan and the Pharmacia Group shall retain and be solely responsible for all other Liabilities under the Monsanto Deferred Payment Plan.

ARTICLE III.

FOREIGN PLANS AND TCN POLICY

3.1 IN GENERAL. The manner in which Foreign Plans shall be treated is set forth on Schedule IV.

3.2 MONSANTO COMPANY THIRD COUNTRY NATIONAL POLICY. From and after the Separation Date, except as specifically set forth in Article IV, the members of the AgCo Group shall assume or retain, as applicable, and be solely responsible for all Liabilities of the Monsanto Group to or relating to benefits accrued through the Separation Date by or with respect to AgCo Participants under the TCN Policy, and the members of the Pharmacia Group shall assume or retain, as applicable, and be solely responsible for all other Liabilities under the TCN Policy.

ARTICLE IV.

GENERAL PROVISIONS

4.1 RECOGNITION OF EMPLOYMENT SERVICE. To the extent permitted by applicable law, and except as would result in duplication of benefits: (a) all AgCo Plans shall recognize, as service with the AgCo Group, service by AgCo Employees with any member of the Monsanto Group before the Separation Date and, in the case of any Transferred Employee, service with any member of the Pharmacia Group before the Transfer; (b) all Pharmacia Plans shall recognize, as service with the Pharmacia Group, service by any Transferred Employee with any member of the AgCo Group before the Transfer; (c) all AgCo Plans shall recognize, as compensation from the AgCo Group, all compensation from any member of the Monsanto Group before the Separation Date, and, in the case of any Transferred Employee, compensation from any member of the Pharmacia Group before the Transfer, for purposes of determining pay and benefits under any Severance Plan; and (d) all Pharmacia Plans shall recognize, as compensation from the Pharmacia Group, all compensation of any Transferred Employee from any member of the AgCo Group before the Transfer, for purposes of determining pay and benefits under any Severance Plan.

4.2 BENEFIT EXPENSES.

(a) IN GENERAL. During all periods when AgCo Participants are participating in U.S. Plans sponsored by the Pharmacia Group or Pharmacia Participants are participating in U.S. Plans sponsored by the AgCo Group, AgCo or Pharmacia, as applicable, shall bear the expenses of such participation, in accordance with this Section 4.2. In addition, through December 31, 2000, Pharmacia shall provide joint payment services with respect to U.S. Welfare Plans and AgCo shall reimburse Pharmacia for the expenses of benefits under U.S. Welfare Plans provided to AgCo Participants, as set forth in Section 4.2(b). Finally, if the AgCo Group or the Pharmacia Group is obligated to pay any third party administrative expenses or similar charges with respect to any U.S. Plans in which Pharmacia Participants or AgCo Participants, as applicable, are participating, then Pharmacia shall reimburse AgCo, or AgCo shall reimburse Pharmacia, as applicable, for its share thereof, as follows: (i) the Group paying such expenses and charges shall seek to have the third party provide separate statements of such expenses and charges attributable to AgCo Participants, on the one hand, and Pharmacia Participants, on the other hand, and if such separate statements are provided, each Group shall bear the expenses and charges shown on its separate statement; and (ii) if such separate statements are not provided, the AgCo Group and the Pharmacia Group shall share such expenses and charges in proportion to the relative numbers of participants in the relevant U.S. Plan, determined as of the beginning of the period to which the expenses and charges relate, who are AgCo Participants and Pharmacia Participants.

(b) U.S. WELFARE PLANS. During the period ending December 31, 2001, Pharmacia shall make all payments to third parties required to be made pursuant to all Monsanto U.S. Welfare Plans (including the AgCo 2000 Retiree Welfare Plans), and AgCo shall reimburse Pharmacia for the expense of providing benefits with respect to claims incurred by AgCo Participants on or before December 31, 2000, based upon the payroll overhead loader rate that has previously been established for the year 2000. As soon as practicable after December 31,

2000, the administrator of each such Plan shall determine, in a manner consistent with the current practice of the Monsanto Group, the actual costs of such participation by AgCo Participants, and there shall be a true-up payment, as and to the extent necessary to reflect the differences between such actual costs and the periodic charges already reimbursed. AgCo shall pay directly all expenses of the AgCo 2000 Retiree Welfare Plan for claims incurred on or after January 1, 2001. In addition, AgCo and Pharmacia shall cooperate to ensure that each third-party provider to any U.S. Welfare Plan provides separate invoices for AgCo Participants and Pharmacia Participants for all claims incurred on or after January 1, 2001, and each of them shall pay such invoices directly.

(c) MONSANTO SIP. AgCo shall pay to Pharmacia an amount equal to the cost basis of the Monsanto SIP Trust for all shares of Pharmacia common stock that are allocated to the accounts of AgCo Participants in the Monsanto SIP during the period from the Separation Date through the day before the SIP Transfer Date, as and when such allocations are made pursuant to the Monsanto SIP.

(d) MONSANTO PENSION PLAN. If Pharmacia becomes obligated to make any contribution to the Monsanto Pension Plan with respect to any plan year or portion of a plan year that ends before the Pension Transfer Date, AgCo shall pay to Pharmacia a percentage of such contribution, equal to the percentage of the normal costs, as determined pursuant to Section 412 of the Code, for such plan year or portion thereof that is attributable to AgCo Participants.

(e) FUNDED FOREIGN PENSION PLANS. If any member of the AgCo Group or the Pharmacia Group becomes obligated to make any contribution to any Foreign Plan that is a funded pension plan at a time when both AgCo Participants and Pharmacia Participants are actively participating therein, such contribution shall be borne by AgCo and Pharmacia as set forth in Schedule IV.

(f) NONQUALIFIED AND UNFUNDED PENSION PLANS. AgCo shall pay directly, or reimburse Pharmacia for the amount of all benefit payments made after the Separation Date to AgCo Participants pursuant to the Monsanto Non-Qualified Pension Plans, the SIP Parity Plan and all Foreign Plans that are "pension plans" within the meaning of Section 3(3) of ERISA to the extent benefits under such Foreign Plans are not provided from any trust fund, insurance policy or other funding vehicle.

(g) FOREIGN WELFARE PLANS. AgCo and Pharmacia shall cooperate to develop and implement appropriate methodologies to accomplish a similar cost-sharing for Foreign Plans that are Welfare Plans which methodologies shall, where possible and consistent with the foregoing, be consistent with the current practice of the Monsanto Group with respect to such Foreign Plans.

4.3 AUDITS AND DISPUTES

(a) ALLOCATION OF LIABILITIES. (i) If any audit, examination or similar proceeding with respect to any Old Monsanto Plan, AgCo Plan or Pharmacia Plan by the U.S. Internal Revenue Service, the U.S. Department of Labor or any other governmental authority, or any litigation arising out of such an audit, examination or similar proceeding, that pertains (in

whole or in part) to a period before the Separation Date (with respect to an Old Monsanto Plan) or to a period during which both AgCo Participants and Pharmacia Participants are participating in such AgCo Plan or Pharmacia Plan, as applicable, results in the imposition of any Liability, then the portion of such Liability that pertains to a period before the Separation Date or during such joint participation, as applicable (an "Audit Liability"), shall be allocated between AgCo and Pharmacia as set forth in this Section 4.3, PROVIDED that the term "Audit Liability" shall not include any portion of such a Liability that results from the loss of any compensation deduction or any related interest or penalties (which shall be governed by the Tax Sharing Agreement); and PROVIDED, FURTHER, that AgCo and Pharmacia shall each bear half of any legal fees and expenses reasonably incurred by either of them in connection with any such proceeding or litigation.

(ii) To the extent that an Audit Liability takes the form of a payment to any AgCo Participant or Pharmacia Participant of a benefit under a Plan, a payment in lieu of such a benefit, a contribution to a trust or other funding vehicle relating to a Plan, or interest on such a payment or contribution, such Audit Liability shall be allocated between AgCo and Pharmacia in accordance with the extent to which it is attributable to AgCo Participants or Pharmacia Participants, respectively.

(iii) To the extent that an Audit Liability relates to any event or circumstance involving the employee stock ownership plan portion of the Monsanto SIP (other than an Audit Liability addressed in Section 4.3(a)(ii)) that occurred or arose on or before the SIP Transfer Date, a portion of such Audit Liability equal to the ESOP Fraction shall be allocated to AgCo, and the remainder thereof shall be allocated to Pharmacia.

(iv) Any Audit Liability not addressed in Section 4.3(a)(ii) or 4.3(a)(iii) above that takes the form of a penalty, fine or other Liability imposed as a result of the manner in which a Plan was administered (including as a result of the failure to make a required filing or participant communication) shall be allocated between AgCo and Pharmacia in proportion to the relative numbers of participants in the relevant Plan, determined immediately before the Separation, who are classified as AgCo Participants and Pharmacia Participants as of the Separation Date.

(b) OTHER. If an Audit Liability arises, the allocation of which is not addressed in Section 4.3(a), or if there arises any other dispute concerning the allocation of Audit Liabilities, such allocation or dispute shall be subject to Article VI of the Separation Agreement. Any dispute arising under Section 2.1(c) or any other dispute, controversy or claim arising out of or relating to this Agreement shall also be governed by Article VI of the Separation Agreement.

4.4 INDEMNIFICATION. All Liabilities retained or assumed by or allocated to the AgCo Group pursuant to this Agreement shall be deemed to be Monsanto Liabilities pursuant to the Separation Agreement, and all Liabilities retained or assumed by or allocated to Pharmacia or any other members of the Pharmacia Group pursuant to this Agreement shall be deemed to be Pharmacia Liabilities pursuant to the Separation Agreement, and, in each case, shall be subject to the indemnification provisions set forth in Sections 3.03 and 3.04 of the Separation Agreement.

4.5 TRANSFERRED EMPLOYEES. As a result of uncertainties regarding the respective business needs of the AgCo Group and the Pharmacia Group, certain individuals who

become AgCo Employees or Pharmacia Employees at the Separation Date may subsequently Transfer to the Pharmacia Group or the AgCo Group, respectively. AgCo and Pharmacia shall use reasonable best efforts to provide such Transferred Employees with a smooth transition with respect to employee benefits, including, where appropriate, by transfer of Plan assets and Liabilities with respect to the benefits of Transferred Employees under Plans in a manner similar to that provided under Articles II and III.

4.6 ADMINISTRATION.

(a) COMMITTEE STRUCTURE. For so long as AgCo and Pharmacia are treated as a single employer pursuant to Section 414(b) or (c) of the Code, the committee structure set forth in this Section 4.6 shall govern with respect to all AgCo Employee Benefit Plans and Pharmacia Employee Benefit Plans.

(b) OVERSIGHT COMMITTEE. A committee called the Global Employee Benefits Oversight Committee (the "Oversight Committee"), consisting initially of the persons holding the offices set forth in Schedule V, shall exercise all settlor functions with respect to all AgCo Employee Benefit Plans and Pharmacia Employee Benefit Plans that either are subject to ERISA or are Foreign Plans, in each case, to the extent any one exercise of such a function is expected to involve contributions and/or expenses in excess of $100,000 per year. The Chief Executive Officer of AgCo shall have the power to remove, replace and appoint the members of the Oversight Committee who represent AgCo, and the Chief Executive Officer of Pharmacia shall serve as the chairperson of the Oversight Committee and shall have the power to remove, replace and appoint the members of the Oversight Committee who represent Pharmacia; PROVIDED, that such committee shall at all times include voting members representing both AgCo and Pharmacia, with the latter not to exceed the former by more than two members.

(c) INVESTMENT COMMITTEE. A committee called the Global Benefits Investment Committee (the "Investment Committee") shall serve as the named fiduciary responsible for investment of assets of all funded AgCo Employee Benefit Plans and Pharmacia Employee Benefit Plans that are subject to ERISA, and shall have responsibility for overseeing the investment of plan assets of all AgCo Employee Benefit Plans and Pharmacia Employee Benefit Plans that are funded Foreign Plans. The Oversight Committee shall have the power to remove, replace and appoint members of the Investment Committee, PROVIDED that such committee shall at all times include voting members representing both AgCo and Pharmacia, with the latter not to exceed the former by more than two members.

(d) AGCO COMMITTEES. A committee called the "Monsanto Internal People Committee," consisting initially of the individuals identified on Schedule V, shall (i) exercise with respect to all AgCo Plans all settlor and employer functions that are not made the responsibility of the Oversight Committee pursuant to Section 4.6(b) and (ii) shall make recommendations to the Oversight Committee as to how the Oversight Committee shall exercise its responsibilities with respect to all AgCo Plans. A Committee called the "Monsanto Employee Benefits Plan Committee," consisting initially of the individuals identified on Schedule V, shall be the named fiduciary with responsibility for administering all AgCo Plans, except as provided in Section 4.6(f). The Board of Directors of AgCo or its delegee shall have the power to remove,

replace and appoint members of the Monsanto Internal People Committee and the Monsanto Employee Benefits Plan Committee.

(e) PHARMACIA ADMINISTRATIVE COMMITTEE - U.S. PLANS. A committee called the "Pharmacia Administrative Committee - U.S. Plans" shall (i) be the named fiduciary with responsibility for administering all Pharmacia Employee Benefit Plans that are subject to ERISA, except as provided in Section 4.6(f), and (ii) exercise with respect to all Pharmacia Employee Benefit Plans all settlor and employer functions that are not made the responsibility of the Oversight Committee pursuant to Section 4.6(b). The Oversight Committee shall have the power to remove, replace and appoint members of the Pharmacia Administrative Committee - U.S. Plans.

(f) JOINT ADMINISTRATIVE COMMITTEE. A committee called the "Joint Administrative Committee," consisting initially of the same individuals who constitute the Monsanto Employee Benefit Plans Committee, shall be the named fiduciary with responsibility for such administrative functions as may be delegated to it by the Monsanto Employee Benefits Plan Committee or the Pharmacia Administrative Committee - U.S. Plans, as applicable, with respect to AgCo Plans and Pharmacia Plans in which both AgCo Participants and Pharmacia Participants are participating. The chairperson of the Monsanto Employee Benefits Plan Committee shall have the power to remove, replace and appoint the members of the Joint Administrative Committee who represent AgCo, and the chairperson of the Pharmacia Administrative Committee - U.S. Plans shall have the power to remove, replace and appoint the members of the Joint Administrative Committee who represent Pharmacia; PROVIDED, that such committee shall at all times include an equal number of voting members representing AgCo and Pharmacia.

(g) DELEGATIONS; NON-VOTING MEMBERS. The committees provided for above and the Chief Executive Officers of AgCo and Pharmacia shall have the power to delegate the powers given to them pursuant to this Section 4.6, as they deem appropriate. In addition, each of AgCo and Pharmacia shall be permitted to appoint, from time to time, up to two non-voting members to each of the above committees (or more with the approval of the chairperson of the affected committee).

4.7 WORKERS' COMPENSATION EXCLUDED. Notwithstanding any other provision of this Agreement, this Agreement shall have no application to, and shall not govern the allocation of, any Liabilities for or relating to workers' compensation, which are governed by the Separation Agreement.

4.8 MERGER AGREEMENT. AgCo and Pharmacia agree that, notwithstanding any provision of this Agreement, they shall comply with, and shall cause the other members of their respective Groups to comply with, the provisions of Sections 5.6(a) and 5.6(b) of the Merger Agreement.

ARTICLE V.

MISCELLANEOUS

5.1 GUARANTEE OF SUBSIDIARIES' OBLIGATIONS. AgCo and Pharmacia shall cause to be performed, and each hereby guarantees the performance and payment of, all actions, agreements, obligations and Liabilities set forth herein to be performed or paid by their respective Subsidiaries.

5.2 SHARING OF INFORMATION. Each of AgCo and Pharmacia shall, and shall cause each of the other members of their respective Groups to, provide to the other all such information in its possession as the other may reasonably request to enable it to administer its employee benefit plans and programs, and to determine the scope of, and fulfill, its obligations under this Agreement. Such information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the party providing such information be obligated to incur any direct expense not reimbursed by the party making such request, nor to make such information available outside its normal business hours and premises. The right of AgCo and Pharmacia to receive information hereunder shall, without limiting the generality of the foregoing, extend to any and all reports, and the data underlying such reports, prepared by the Enrolled Actuary in making any determination under this Agreement. Any such information that is covered by attorney-client privilege or any similar privilege, protection or right of confidentiality shall be handled in such a manner as to preserve such privilege or right.

5.3 TERMINATION. This Agreement shall be terminated in the event that the Separation Agreement is terminated and the Separation abandoned prior to the Separation Date. In the event of such termination, no party hereto shall have any Liability or obligation of any kind to any Person by reason of this Agreement.

5.4 RIGHTS TO AMEND OR TERMINATE PLANS. No provision of this Agreement shall be construed (a) to limit the right of any member of the AgCo Group to amend or terminate any AgCo Plan, or the right of any member of the Pharmacia Group to amend or terminate any Pharmacia Plan, or (b) to create any right or entitlement whatsoever in any Employee, former Employee or Beneficiary, including a right to continued employment or to any benefit under a Plan or any other compensation; PROVIDED, that any amendment to or termination of a Plan that would materially affect the benefits of AgCo Participants or Pharmacia Participants or result in a material increase in the benefit expenses borne by the AgCo Group or the Pharmacia Group may be made only with the approval of AgCo or Pharmacia, as applicable.

5.5 COMPLETE AGREEMENT. This Agreement and the agreements and other documents referred to herein shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

5.6 GOVERNING LAW. Subject to applicable U.S. federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding choice of laws and conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

5.7 NOTICES. All notices, requests, claims, demands and other communications hereunder shall be given in accordance with the provisions of
Section 10.05 of the Separation Agreement.

5.8 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified or supplemented only by a written agreement signed by both AgCo and Pharmacia.

5.9 SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). This Agreement is solely for the benefit of the parties hereto and their respective Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

5.10 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.11 INTERPRETATION. The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties hereto and shall not in any way affect the meaning or interpretation of this Agreement.

5.12 LEGAL ENFORCEABILITY. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each of AgCo and Pharmacia acknowledges that money damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that their respective obligations hereunder shall be specifically enforceable.

5.13 REFERENCES; CONSTRUCTION. References to any "Article," "Schedule" or "Section," without more, are to Articles, Schedules and Sections to or of this Agreement. Unless otherwise expressly stated, clauses beginning with the term "including" set forth examples only and in no way limit the generality of the matters thus exemplified.

ARTICLE VI.

DEFINITIONS

6.1 GENERAL. Any capitalized terms that are used in this Agreement but not defined herein (other than the names of Plans) shall have the meanings set forth in the Separation Agreement, and, as used herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

AGCO EMPLOYEE: as of the Separation Date, any individual who is classified as an AgCo Employee under Section 1.1(a), and thereafter, any individual who is, at the relevant time, an Employee of any member of the AgCo Group.

AGCO EMPLOYEE BENEFIT PLAN: any AgCo Plan that is an Employee Benefit Plan.

AGCO ESOP LOAN: defined in Section 2.3(d).

AGCO ESOP SECURITY: defined in Section 2.3(d).

AGCO FORMER EMPLOYEE: any individual who is classified as an AgCo Former Employee under Section 1.2 and any individual who is an AgCo Employee on or after the Separation Date and who has, before the relevant time, ceased to be an AgCo Employee, other than as a result of a Transfer.

AGCO GROUP: the Monsanto Group as defined in the Separation Agreement.

AGCO PARTICIPANT: any individual who is an AgCo Employee, an AgCo Former Employee, or a Beneficiary of such an individual.

AGCO PENSION PLAN: defined in Section 2.1(b)(i).

AGCO PLAN: any Plan sponsored by one or more members of the AgCo Group.

AGCO SEPARATION PAY PLAN: defined in Section 1.3(b).

AGCO SIP: defined in Section 2.3(b).

AGCO SIP TRUST: defined in Section 2.3(b).

AGCO 2000 RETIREE WELFARE PLAN: defined in Section 2.5(b).

AGREEMENT: this Employee Benefits and Compensation Allocation Agreement, including the Schedules, in each case as amended and supplemented in accordance with the terms hereof.

ALTERNATE PAYEE: an alternate payee under a domestic relations order which has been determined by the appropriate Plan administrator to be qualified under Section 414(p) of the Code and Section 206(d) of ERISA and that creates or recognizes an alternate payee's right to, or assigns to an alternate payee, all or a portion of the benefits payable to a participant under any Plan, or an alternate recipient under a medical child support order that has been determined by the appropriate Plan administrator to be qualified under Section 609(a) of ERISA and that creates or recognizes the existence of an alternate recipient's right to, or assigns to an alternate recipient the right to, receive benefits for which a participant or beneficiary is eligible under any Plan.

ASSIGNED SPLIT DOLLAR POLICIES: defined in Section 2.5(d).

AUDIT LIABILITY: defined in Section 4.3(a).

BENEFICIARY: a beneficiary, dependent or Alternate Payee of a participant in a Plan or the estate of a deceased participant in a Plan, in each case, in his, her or its capacity as such a beneficiary, dependent, Alternate Payee or estate.

CODE: the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

ELIGIBLE EARNINGS: "Eligible Earnings" as defined in the Monsanto SIP, except that base pay shall be determined as of the Separation Date, annual incentive compensation shall be deemed to equal the annual incentive opportunity at outstanding performance as in effect on the Separation Date, and overtime and shift differentials shall be deemed to equal the overtime and shift differentials for the calendar year 1999.

EMPLOYEE: with respect to any entity, an individual who is considered, according to the payroll and other records of such entity, to be employed by such entity, regardless of whether such individual is, at the relevant time, actively at work or on leave of absence (including vacation, holiday, sick leave, family and medical leave, disability leave, military leave, jury duty, layoff with rights of recall, and any other leave of absence or similar interruption of active employment that is not considered, according to the policies or practices of such entity, to have resulted in a permanent termination of such individual's employment by reason of long-term disability or otherwise).

EMPLOYEE BENEFIT PLAN: any Plan that is an "employee benefit plan" within the meaning of Section 3(3) of ERISA (whether or not such Plan is subject to ERISA).

EMPLOYER SECURITIES: shares of common stock of Pharmacia that are held in the Monsanto SIP immediately before the Separation Date.

ENROLLED ACTUARY: Towers Perrin or another enrolled actuary selected by AgCo with the approval of Pharmacia, which approval shall not be unreasonably withheld.

ERISA: the Employee Retirement Income Security Act of 1974, as amended, or any successor legislation, and the regulations promulgated thereunder.

ESOP FINANCED SHARES: shares of Employer Securities that were acquired with the proceeds of any loans pursuant to the terms of Section 19 of the Monsanto SIP or the corresponding provisions of the AgCo SIP.

ESOP FRACTION: the ratio of the Eligible Earnings of all AgCo Employees who are participating in the Monsanto SIP as of the relevant date to the Eligible Earnings of all Employees who are participating in the Monsanto SIP as of the relevant date. For purposes of any Audit Liability described in Section 4.3(a)(iii) that is imposed before the SIP Transfer Date, the relevant date shall be the last day of the month immediately before the month in which such Audit Liability is imposed, and for all other purposes, the relevant date shall be the SIP Transfer Date.

EXISTING MONSANTO ESOP SECURITY: any unpaid portion of (a) the promissory note entered into on December 16, 1991 between Pharmacia and the Monsanto SIP Trust, (b)

the 7.09% Guaranteed Amortizing ESOP Notes due December 15, 2000 issued by the Monsanto SIP Trust, and (c) and the 8.13% Guaranteed Amortizing ESOP Debentures due December 15, 2006 issued by the Monsanto SIP Trust.

FOREIGN PLAN: any Plan maintained outside of the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens with respect to the United States, other than the TCN Policy.

FOUNDATION EMPLOYEE: an individual who is, immediately before the Separation Date, a Monsanto Employee in a corporate staff position that supports both the Agriculture Business and the Pharmacia Business.

GROUP: the AgCo Group, the Monsanto Group, or the Pharmacia Group, as the context requires.

HOST GROUP: with respect to each country set forth in Schedule II, either the AgCo Group or the Pharmacia Group, as indicated in Schedule II.

INVESTMENT COMMITTEE: defined in Section 4.6(c).

IPO: defined in the recitals.

JOINT ADMINISTRATIVE COMMITTEE: defined in Section 4.6(f).

MERGER: the Merger of MP Sub, Incorporated with and into Pharmacia & UpJohn, Inc. on March 31, 2000, as contemplated by the Merger Agreement.

MERGER AGREEMENT: the Agreement and Plan of Merger among Monsanto Company, MP Sub, Incorporated and Pharmacia & Upjohn, Inc. dated as of December 19, 1999, as amended.

MONSANTO EMPLOYEE: an individual who is an Employee of any member of the Pharmacia Group or the AgCo Group immediately before the Separation Date and who either (i) was an Employee of a member of the Monsanto Group immediately before the Merger or (ii) was hired after the Merger but before the Separation Date in a position such that he or she was eligible to participate in one or more of the Old Monsanto Plans.

MONSANTO EMPLOYEE BENEFITS PLAN COMMITTEE: defined in Section 4.6(d).

MONSANTO FOREIGN FORMER EMPLOYEES: any Monsanto Former Employee as to whom the Plans providing him or her with benefits are primarily Foreign Plans.

MONSANTO FORMER EMPLOYEE: any individual who is not, as of the Separation Date, a Monsanto Employee but who was a Monsanto Employee at any time before the Separation Date, and who is, as of the Separation Date, entitled to any benefits (whether or not contingent and whether or not currently in pay status) under any Old Monsanto Plan or under any Monsanto Individual Supplemental Retirement Agreement.

MONSANTO GROUP: the corporation now known as Pharmacia (then known as Monsanto Company) and its Subsidiaries, as they existed before the consummation of the Merger on March 31, 2000.

MONSANTO INDIVIDUAL SUPPLEMENTAL RETIREMENT AGREEMENT: any agreement between any member of the Monsanto Group and any single Employee or former Employee of any member of the Monsanto Group providing for post-retirement income, pension or welfare benefits (other than pursuant to a Welfare Plan, a Qualified Plan, a Monsanto Non-Qualified Pension Plan, the Monsanto SIP Parity Plan or the TCN Policy).

MONSANTO INTERNAL PEOPLE COMMITTEE: defined in Section 4.6(d).

MONSANTO NON-QUALIFIED PENSION PLANS: the Monsanto Company ERISA Parity Pension Plan, the Monsanto Company Supplemental Retirement Plan, and any successors thereto.

MONSANTO PENSION PLAN: the Monsanto Company Pension Plan and any successor thereto, other than the AgCo Pension Plan.

MONSANTO RETIREE LIFE INSURANCE PLAN: the Monsanto Company Salaried and Non-Union Hourly Retiree Group Life Insurance Plan, consisting of the 1971, 1976, 1981, 1986, 1991, 1995, DeKalb and Searle/Nutrasweet Subplans.

MONSANTO RETIREE MEDICAL PLAN: the Monsanto Company Salaried and Non-Union Hourly Retirees' Medical Benefits Plan, consisting of the 1971, 1976, 1981, 1986, 1991, 1995, DeKalb and Searle/Nutrasweet Subplans.

MONSANTO RETIREE WELFARE PLANS: the Monsanto Retiree Life Insurance Plan and the Monsanto Retiree Welfare Plan.

MONSANTO SEPARATION PLAN: the Monsanto Company Salaried and Non-Union Hourly Employees' Separation Plan.

MONSANTO SIP: the Monsanto Savings and Investment Plan and any successor thereto, other than the AgCo SIP.

MONSANTO SIP PARITY PLAN: the Monsanto Company ERISA Parity Savings and Investment Plan and any successor thereto, other than a Plan sponsored by one or more members of the AgCo Company.

MONSANTO SIP TRUST: the Monsanto Company Defined Contribution and Employee Stock Ownership Trust and any successor thereto, other than the AgCo SIP Trust.

MONSANTO U.S. FORMER EMPLOYEES: any Monsanto Former Employee who is not a Monsanto Foreign Former Employee.

MONSANTO U.S. WELFARE PLAN: any Welfare Plan of one or more members of the Monsanto Group that is a U.S. Plan, but excluding Severance Plans.

NEW MONSANTO ESOP SECURITY: defined in Section 2.3(d).

NEW PHARMACIA U.S. WELFARE PLANS: defined in Section 2.5(a).

OLD MONSANTO PLANS: those Plans that were, immediately before the Merger, sponsored by any member of the Monsanto Group.

OVERSIGHT COMMITTEE: defined in Section 4.6(b).

PBGC: the Pension Benefit Guaranty Corporation.

PENSION TRANSFER DATE: defined in Section 2.1(b)(i).

PHARMACIA: defined in the preamble.

PHARMACIA ADMINISTRATIVE COMMITTEE - U.S. PLANS: defined in Section

4.6(e).

PHARMACIA EMPLOYEE: as of the Separation Date, any individual who is classified as a Pharmacia Employee under Section 1.1(a) and thereafter, any individual who becomes, on or before the relevant date, an Employee of any member of the Pharmacia Group in a position such that he or she is eligible to participate in any Old Monsanto Plans.

PHARMACIA EMPLOYEE BENEFIT PLAN: any Pharmacia Plan that is an Employee Benefit Plan.

PHARMACIA FORMER EMPLOYEE: any individual who is classified as a Pharmacia Former Employee under Section 1.2, and any individual who is a Pharmacia Employee on or after the Separation Date and who has, as of the relevant time, ceased to be a Pharmacia Employee, other than as a result of a Transfer.

PHARMACIA PARTICIPANT: any individual who is a Pharmacia Employee, a Pharmacia Former Employee, or a Beneficiary of such an individual.

PHARMACIA PLAN: any Plan sponsored by a member of the Pharmacia Group.

PHARMACIA RETAINED RETIREE LIFE INSURANCE SUBPLANS: the

Searle/Nutrasweet Subplan of the Monsanto Retiree Life Insurance Plan, the 1995 Subplan of the Monsanto Retiree Life Insurance Plan, and any successors thereto.

PHARMACIA RETAINED RETIREE MEDICAL SUBPLANS: the Searle/Nutrasweet
Subplan of the Monsanto Retiree Medical Plan, the 1995 Subplan of the Monsanto Retiree Medical Plan, and any successors thereto.

PHARMACIA RETAINED RETIREE WELFARE SUBPLANS: the Pharmacia Retained Retiree Life Insurance Subplans and the Pharmacia Retained Retiree Medical Subplans.

PLAN: any written or unwritten plan, policy, program, payroll practice, ongoing arrangement, trust, fund, contract, insurance policy or other agreement or funding vehicle provided by, contributed to or sponsored by one or more members of the AgCo Group or the Monsanto Group, providing benefits to AgCo Participants or Pharmacia Participants, regardless of whether it is mandated under local law or negotiated or agreed to as a term or condition of employment or otherwise, and regardless of whether it is governmental, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory, but excluding individual agreements.

SEPARATION AGREEMENT: defined in the recitals.

SEVERANCE LIABILITIES: all Liabilities in respect of severance, redundancy and similar pay, salary continuation, and similar obligations relating to the termination or alleged termination of any such individual's employment, whether or not arising under a Severance Plan, but excluding Liabilities under individual employment agreements.

SEVERANCE PLAN: defined in Section 1.3(a).

SIP TRANSFER DATE: defined in Section 2.3(b).

SPLIT DOLLAR LIFE INSURANCE PROGRAM: the Monsanto Company Executive Life Insurance Program, including all individual life insurance contracts, split dollar agreements and collateral assignments thereunder.

TCN POLICY: the Monsanto Company Third Country National Policy.

TRANSFER: the transfer of a Transferred Employee from the AgCo Group to the Pharmacia Group or from the Pharmacia Group to the AgCo Group, as applicable.

TRANSFERRED EMPLOYEE: a Monsanto Employee who is an AgCo Employee or a Pharmacia Employee immediately before the Separation Date and who, at any time within one year after the Separation Date, becomes a Pharmacia Employee or an AgCo Employee, respectively, by agreement of AgCo and Pharmacia.

U.S. WELFARE PLAN: any Welfare Plan that is a U.S. Plan.

U.S.: the fifty states of the United States of America.

U.S. PLAN: any Plan that is not a Foreign Plan.

TRANSFER VALUE: defined in Schedule III.

WELFARE PLAN: any Foreign Plan or U.S. Plan that is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA, whether or not such plan is subject to ERISA.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

PHARMACIA CORPORATION

By:   /s/ Christopher J. Coughlin
     ---------------------------------------------
      Christopher J. Coughlin
      Executive Vice President and Chief
      Financial Officer

MONSANTO COMPANY

By:   /s/ Hendrik A. Verfaillie
     ---------------------------------------------
      Hendrik A. Verfaillie
      President and Chief Executive Officer

EXHIBIT 10.8

INTELLECTUAL PROPERTY TRANSFER AGREEMENT

BY AND BETWEEN

PHARMACIA CORPORATION,

A DELAWARE CORPORATION

AND

MONSANTO COMPANY

A DELAWARE CORPORATION

as of SEPTEMBER 1, 2000

                                                         TABLE OF CONTENTS

ARTICLE                                                                                                                 PAGE
----------------------------------------------------------------------------------------------------------------------------

I.       DEFINITIONS......................................................................................................2


II.      TRANSFER OF MONSANTO TECHNOLOGY.................................................................................11


III.     TRANSFER OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS.............................................................22


IV.      TRANSFER OF MONSANTO TRADEMARKS.................................................................................23


V.       TRANSFER OF MONSANTO COPYRIGHTS.................................................................................25


VI.      TRANSFER OF MONSANTO EMPLOYEE AGREEMENTS .......................................................................26


VII.     LICENSE TO PHARMACIA OF MONSANTO TECHNOLOGY.....................................................................26


VIII.    LICENSE TO MONSANTO OF PHARMACIA TECHNOLOGY ....................................................................27


IX.      TRANSITIONAL LICENSE TO MONSANTO OF PHARMACIA TRADEMARKS........................................................28


X.       EXPORT REGULATIONS..............................................................................................29


XI.      CONFIDENTIALITY.................................................................................................29


XII.     NOTICES.........................................................................................................31


XIII.    ASSIGNABILITY AND CONSENTS......................................................................................32


XIV.     GOVERNING LAW...................................................................................................34


XV.      MISCELLANEOUS...................................................................................................34

TABLE OF EXHIBITS

1 SCHEDULE OF PATENTS, PATENT APPLICATIONS, AND INVENTION DISCLOSURES, BY CLASSIFICATION

2 ASSIGNMENT OF UNITED STATES MONSANTO PATENT RIGHTS

3 ASSIGNMENT OF MONSANTO KNOW-HOW

4 ASSIGNMENT OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS

5 ASSIGNMENT OF MONSANTO TRADEMARKS

6 ASSIGNMENT OF MONSANTO COPYRIGHTS

7 ASSIGNMENT OF MONSANTO EMPLOYEE AGREEMENTS

8 MONSANTO TECHNOLOGY LICENSE AGREEMENT

9 PHARMACIA TECHNOLOGY LICENSE AGREEMENT

10 TRADEMARK LICENSE AGREEMENT

INTELLECTUAL PROPERTY TRANSFER AGREEMENT

INTELLECTUAL PROPERTY TRANSFER AGREEMENT, dated as of September 1, 2000, by and between Pharmacia Corporation, a Delaware corporation, ("Pharmacia"), and Monsanto Company, a newly-formed Delaware corporation, which is a wholly-owned subsidiary of Pharmacia having a place of business at 800 North Lindbergh Blvd., St. Louis, Missouri 63167-("Monsanto").

W I T N E S S E T H:

WHEREAS, Pharmacia and Monsanto executed a Separation Agreement to transfer into Monsanto certain of the businesses currently owned and conducted by Pharmacia directly and through certain of its subsidiaries;

WHEREAS, Pharmacia and Monsanto agreed in the Separation Agreement to execute instruments of assignment and transfer to Monsanto all of the right, title, and interest of the Pharmacia Group in the Monsanto;

WHEREAS, the Monsanto Assets to be transferred to Monsanto pursuant to the Separation Agreement include Monsanto Intellectual Property; and,

WHEREAS, Pharmacia and Monsanto have determined that it is necessary and desirable to effect the transfer of Monsanto Intellectual Property to Monsanto;

NOW, THEREFORE, in furtherance of the transfers and assignments set forth in the Separation Agreement and in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereby agree as follows:

ARTICLE I - DEFINITIONS

1.0 Capitalized terms used herein, but not defined herein, shall have meanings ascribed to such terms as set forth in the Separation Agreement, which are hereby incorporated by reference. In addition for purposes of this Intellectual Property Transfer Agreement and the assignments and agreements attached hereto, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1.1 MONSANTO BUSINESS: as used in this Intellectual Property Transfer Agreement and in the assignments and agreements attached hereto as exhibits, shall mean (i) all businesses and operations (including related joint ventures and alliances) of the agricultural businesses of Pharmacia as described in the IPO Registration Statement and as conducted on the Separation Date, consisting principally of those businesses and operations set forth on Schedule M-5 of the Separation Agreement conducted by the Agricultural Unit and (ii) any other business or operation on the Separation Date conducted by or for the Agricultural Unit of the former "Monsanto Company" prior to the merger with Pharmacia & UpJohn through the ownership or use of the Monsanto Assets, as well as all businesses and operations referred to in the definition of Former Agricultural Business set forth in the Separation Agreement. For the sake of clarity, the products listed below will not be considered to be part of Monsanto Business: Cox-2 Inhibitors whether synthetic or naturally-occurring; IBAT (ASBT) inhibitors whether synthetic or naturally-occurring; Naxcel/Excenel Sterile Powder 4 gram (ceftiofur; antibiotic);

Excenel RTU Sterile Suspension 5 gram (ceftiofur; antibiotic); MGA Premix (Melengestrol Acetate; estrus suppression); Lutalyse Sterile Suspension (dinoprost tromethamine; estrus synchronization); Linco-Spectin Premix (66%) (mixture of lincomycin and spectinomycin; antibiotic); Lincomix Feed Additive 44 (mixture of lincomycin and spectinomycin; antibiotic); Pirsue Aqueous Gel (pirlimycin; antibiotic); Linco-Spectin Premix (44%) (mixture of lincomycin and spectinomycin; antibiotic); Lincomix 110 (mixture of lincomycin and spectinomycin; antibiotic); Depo Medrol (methylprednisone acetate; treatment of musculoskeletal conditions); Quartermaster (penicillin/dihydrostreptomycin; antibiotic); Winstrol V Injection (stanozolol; anabolic steroid to improve appetite, promote weight gain, increase strength and vitality); Naxcel/Excenel Sterile Powder 1 gram J-5 E.coli bacteria (ceftiofur; antibiotic) Lincomix injectible 300 mg/ml (mixture of lincomycin and spectinomycin; antibiotic); Lutalyse 10 ml (dinoprost tromethamine; estrus synchronization); UNIPRIM/TUCOPRIM 150 (trimethoprim and sulfadiazine; antibiotic); Linco-Spectin SS 100 ml (mixture of lincomycin and spectinomycin; antibiotic); Mitaban Liquid Concentrate (amitraz liquid concentrate; treatment of demodicosis in dogs) Adspec Sterile Suspension (spectinomycin sulfate; antibiotic); Lincocin Forte Solution (lincomycin; antibiotic) and Hylartin (sodium hyaluronate; treatment of equine arthritis).

1.2 MONSANTO BUSINESS TECHNOLOGY AGREEMENTS: shall mean all contracts which pertain to intellectual property, technology, or Information that is primarily applicable to the Monsanto Business, to which Pharmacia or a Subsidiary or Affiliate thereof is a party, including without limitation patent licenses, technology licenses, immunities from suit, settlement agreements, rights to grant licenses or to sublicense, agreements whereby Third Parties have become obligated to keep

confidential Information belonging to Pharmacia or a Subsidiary of Pharmacia, and agreements between Pharmacia or a Subsidiary of Pharmacia and Third Parties with respect to the confidentiality of Information belonging to such Third Parties.

1.3 MONSANTO COPYRIGHTS: shall mean all Copyrights that are primarily applicable to the Monsanto Business.

1.4 MONSANTO EMPLOYEE: shall mean any individual who (1) immediately prior to the Separation Date is an officer or employee of any member of the Monsanto Group or the Pharmacia Group and (a) is primarily employed in the Monsanto Business or (b) will be an officer or employee of the Monsanto Group immediately following the Separation Date or (2) were primarily employed by Monsanto during the 2 year period before the Separation Date and were not employed elsewhere in Pharmacia during that period.

1.5 MONSANTO EMPLOYEE AGREEMENTS: shall mean all agreements between Pharmacia or its Subsidiaries and Monsanto Employees regarding the employment of such Monsanto Employees by Pharmacia or one of its Subsidiaries.

1.6 MONSANTO INTELLECTUAL PROPERTY: shall mean any and all Monsanto Technology, Monsanto Trademarks, and Monsanto Copyrights.

1.7 MONSANTO KNOW-HOW: shall mean and include without limitation all information, inventions and discoveries made prior to the Separation Date that relate primarily to the Monsanto Business (including but not limited to inventions and discoveries disclosed in patents, patent applications or invention disclosures as listed in Classes 1 and 3 in the schedule attached hereto as Exhibit 1, with such changes as may be agreed to in writing by Pharmacia and Monsanto, and made a part hereof), Know-How primarily relating to the areas of technology to which such inventions and

discoveries are directed, and all other Know-How relating primarily to the Monsanto Business.

1.8 MONSANTO PATENT RIGHTS: shall mean all United States and foreign patents and all United States, Patent Cooperation Treaty ("PCT"), and foreign patent applications (both provisional and non-provisional) owned by Pharmacia or a Subsidiary of Pharmacia as of the Separation Date, which are primarily applicable to the Monsanto Business (including but not limited to patents and patent applications listed in Classes 1 and 3 in the schedule attached hereto as Exhibit 1, with such changes as may be agreed to in writing by Pharmacia and Monsanto, and made a part hereof). Any patents or patent applications of any country or jurisdiction that are counterparts of patents or patent applications listed in Class 1 or 3 of Exhibit 1 and that may erroneously or inadvertently be omitted from Class 1 or 3 of Exhibit 1 shall be deemed to be listed therein.

1.9 MONSANTO PROPRIETARY BUSINESS INFORMATION: shall mean all business Information of a confidential, trade secret, and/or proprietary nature primarily applicable to the Monsanto Business, including without limitation all cost Information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence, and lists, product literature, art work, design, development, and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports, lists of advertisers, records pertaining to advertisers and accounts, and other books, records, studies, surveys, reports, plans, and document forms and any other business information primarily applicable to the Monsanto Business.

1.10 MONSANTO TECHNOLOGY: shall mean any and all Monsanto Know-How and Monsanto Patent Rights.

1.11 MONSANTO TRADEMARKS: shall mean all trade names, registered and unregistered trademarks, service marks, service names, and trade styles, which belong to Pharmacia and are primarily applicable to the Monsanto Business.

1.12 COPYRIGHTS: shall mean all statutory, common law, and registered copyrights in computer programs and other software, product literature, labels, artwork, and other advertising materials, engineering drawings, operating, maintenance, and instructional manuals, and any other original works of authorship, which are owned by, or licensed to, Pharmacia or a subsidiary of Pharmacia, as of the Separation Date.

1.13 SEPARATION AGREEMENT: shall mean the Separation Agreement dated as of September 1, 2000, between Pharmacia and Monsanto to effect the allocation of assets and liabilities between Pharmacia and Monsanto.

1.14 KNOW-HOW: shall mean all trade secrets, research and development Information, research and technology reports, research notebooks and files, formulations, chemical library information, such as that in the Sample Research Center relating to experimental compounds and formulations including but not limited to "CP" and "SC" compounds, manufacturing and environmental procedures and Information, drawings of plants, equipment and apparatus, analytical methods and laboratory procedures, raw material and product specifications, operating manuals, pilot plant Information, library materials, software, databases and computer programs, financial, accounting, management, information technology, human resources, and other business systems and practices, improvements, formulae, practices,

processes, methods and other know-how, whether or not patentable, to the extent owned by, or licensed to, Pharmacia or a Subsidiary of Pharmacia, as of the Separation Date.

1.15 PHARMACEUTICALS BUSINESS: all businesses and operations (including related joint ventures and alliances) of all segments of Pharmacia as conducted on the Separation Date not constituting part of the Monsanto Business. For the sake of clarity, non-human somatotropins are not be considered to be part of the Pharmaceutical Business.

1.16 PHARMACEUTICALS COPYRIGHTS: shall mean all Copyrights that are not Monsanto Copyrights.

1.17 PHARMACEUTICALS KNOW-HOW: shall mean all inventions and discoveries made prior to the Separation Date that are not Monsanto Know-Know (including but not limited to inventions and discoveries disclosed in patents, patent applications or invention disclosures as listed in Classes 2 and 4 in the schedule attached hereto as Exhibit 1, with such changes as may be agreed to in writing by Pharmacia and Monsanto, and made a part hereof), Know-How relating to the areas of technology to which such inventions and discoveries are directed, and all other Know-How which is not Monsanto Know-How.

1.18 PHARMACIA COPYRIGHTS: shall mean all Pharmaceuticals Copyrights and Shared Copyrights retained by Pharmacia.

1.19 PHARMACIA EMPLOYEE: shall mean any individual who at any time prior to the Separation Date is or was an officer or employee of any member of the Monsanto Group or the Pharmacia Group, other than Monsanto Employees.

1.20 PHARMACIA EMPLOYEE AGREEMENTS: shall mean all agreements between Pharmacia or its Subsidiaries and Pharmacia Employees regarding the employment of such Pharmacia Employees by Pharmacia or one of its Subsidiaries.

1.21 PHARMACIA INTELLECTUAL PROPERTY: shall mean any and all Pharmacia Technology, Pharmacia Trademarks, and Pharmacia Copyrights.

1.22 PHARMACIA KNOW-HOW: shall mean all Pharmaceuticals Know-How and Shared Know-How retained by Pharmacia.

1.23 PHARMACIA PATENT RIGHTS: shall mean all United States and foreign patents and all United States, PCT, and foreign patent applications (both provisional and nonprovisional), owned by Pharmacia or an Affiliate or Subsidiary of Pharmacia as of the Separation Date, which are not Monsanto Patent Rights (including but not limited to patents and patent applications listed in Classes 2 and 4 in the schedule attached hereto as Exhibit 1, with such changes as may be agreed to in writing by Pharmacia and Monsanto, and made a part hereof). Exhibit 1 lists only a extremely limited number of Class 2 patents, patent applications, and invention disclosures that are being retained by Pharmacia with no rights therein being conveyed or licensed to Monsanto. The Class 2 items that are listed in Exhibit 1 are included only to indicate that their classification was considered and decided in the preparation of Exhibit 1. All of the substantial number of other United States and foreign patents and United States, PCT, and foreign patent applications (both provisional and nonprovisional), owned by Pharmacia or an affiliate of Pharmacia as of the Separation Date, which are not listed in Exhibit 1 or a later addendum to Exhibit 1 agreed to in writing by Pharmacia and Monsanto, are to be treated as Class 2 items with no rights therein being conveyed or licensed to Monsanto.

1.24 PHARMACIA PROPRIETARY BUSINESS INFORMATION: shall mean all of Pharmacia's business Information of a confidential, trade secret, and/or proprietary nature, including without limitation all cost Information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence, and lists, product literature, art work, design, development, and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports, lists of advertisers, records pertaining to advertisers and accounts, and other books, records, surveys, reports, plans, and document forms, and any other business information to the extent owned or otherwise controlled by Pharmacia as of the Separation Date and which are not Monsanto Proprietary Business Information.

1.25 PHARMACIA TECHNOLOGY: shall mean any and all Pharmacia Patent Rights and Pharmacia Know-How.

1.26 PHARMACIA TRADEMARKS: shall mean all trade names, registered and unregistered trademarks, service marks, service names, and trade styles which are not Monsanto Trademarks and which Pharmacia will license to Monsanto.

1.27 SHARED COPYRIGHTS: shall mean Copyrights that are either Monsanto Copyrights or Pharmaceuticals Copyrights that are useful or potentially useful in both the Monsanto Business and the Pharmaceuticals Business, including but not limited to those which are generally applicable to manufacturing, environmental, safety or control, engineering, plant equipment and operation, process control, analytical systems, quality control, maintenance, safety systems, transportation, management, or financial, business, or information technology systems.

1.28 SHARED KNOW-HOW: shall mean Know-How that is either Monsanto Know-How or Pharmaceuticals Know-How useful or potentially useful in both the Monsanto Business and the Pharmaceuticals Business, including but not limited to that which is generally applicable to manufacturing, environmental safety or control, engineering, plant equipment and operation, process control, analytical systems, quality control, maintenance, safety systems, transportation, management, or financial, business, or information technology systems.

1.29 THIRD PARTY: shall mean any Person, other than a member of the Pharmacia Group or a member of the Monsanto Group.

1.30 THIRD PARTY KNOW-HOW LICENSES: shall mean any know-how rights owned by a Third Party, not primarily applicable to the Pharmaceuticals Business, not covered by a Monsanto Business Technology Agreement and with respect to which Pharmacia or a Subsidiary of Pharmacia is licensed and given the right to sublicense a Subsidiary, Affiliate, or other entity or the right to assign a portion of its license pertaining to a particular business or filed of use to a Subsidiary, Affiliate, or other entity.

1.31 THIRD PARTY PATENT LICENSES: shall mean any patent rights owned by a Third Party, not primarily applicable to the Pharmaceuticals Business, not covered by a Monsanto Business Technology Agreement, and with respect to which Pharmacia or a Subsidiary of Pharmacia is licensed and given the right to sublicense a Subsidiary, Affiliate, or other entity or the right to assign a portion of its license pertaining to a particular business or filed of use to a Subsidiary, Affiliate, or other entity.

1.32              INTELLECTUAL PROPERTY shall mean all patents, patent
                  applications, invention disclosures, trademarks, copyrights
                  and Know-How owned by either party as of the date of the
                  Separation Agreement, and rights related thereto acquired
                  under any existing agreement with a third party.

                  ARTICLE II - TRANSFER OF MONSANTO TECHNOLOGY

2.0      The classifications indicated in Exhibit 1 entitled "Schedule of
         Patents, Patent Applications, and Invention Disclosures" shall include
         the following classes (which may be referenced herein by Class number)
         with the following meanings, subject to further definition and
         limitation pursuant to this Intellectual Property Transfer Agreement:

         Class                           Description
         -----      -----------------------------------------------------

            1       Assigned to Monsanto, with no rights retained by
                    Pharmacia.

            2       Retained by Pharmacia, with no rights conveyed or
                    licensed to Monsanto. (See the definition of
                    Pharmacia Patent Rights set forth in Article I for
                    information regarding Class 2 items listed in the
                    Exhibit 1 Schedule)

            3       Assigned to Monsanto, with a royalty-free license
                    granted to Pharmacia pursuant to Article VII hereof.

            4       Retained by Pharmacia, with a royalty-free license
                    granted to Monsanto pursuant to Article VIII hereof.

The parties agree that for three (3) years following the Separation Date, they will rectify by mutual agreement any bona fide mistakes or oversights which may have been made regarding the disposition of any Intellectual Property including any bona fide mistakes or oversights which may have been made in the classification of any patent, patent

application or invention disclosure in Exhibit 1 or any portion thereof incorporated into any schedule in any of the agreements exhibited to this Intellectual Property Transfer Agreement.

2.1 The parties agree that transfers of Monsanto Technology made pursuant to the Separation Agreement by Pharmacia to Monsanto shall comprise all worldwide right, title, and interest in and to Monsanto Technology (subject to the grant by Monsanto to Pharmacia of a royalty-free, worldwide license for the use of certain Monsanto Patent Rights pursuant to Article VII hereof) and shall be delivered to Monsanto as soon as is reasonably practicable on or after the Separation Date. The parties further agree that all costs associated with the transfers of Monsanto Technology set forth in this Intellectual Property Transfer Agreement including without limitation recordation of any assignment and name change documents shall be borne by Pharmacia or the relevant entity of the Pharmacia Group.

2.2 Monsanto Patent Rights in the United States of America shall be formally assigned by Pharmacia to Monsanto or a designated Subsidiary of Monsanto pursuant to the ASSIGNMENT OF UNITED STATES MONSANTO PATENT RIGHTS, as set forth substantially in the form to be executed which is attached hereto as Exhibit 2, with such changes as may be agreed to in writing by Pharmacia and Monsanto. Pharmacia covenants and agrees that its employees, attorneys, or other representatives will timely execute, whenever requested by Monsanto and without additional cost to Monsanto, all applications, assignments, lawful oaths, and any other papers which Monsanto may deem necessary or desirable for securing to Monsanto or for maintaining for Monsanto any of the rights being formally assigned by Pharmacia to Monsanto in the ASSIGNMENT OF UNITED STATES MONSANTO
PATENT RIGHTS.

2.3 Pharmacia agrees to cause relevant entities of the Pharmacia Group to execute an ASSIGNMENT OF UNITED STATES MONSANTO PATENT RIGHTS, generally in the form set forth in

Exhibit 2 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto, but with different schedules identifying the patents and patent applications being assigned. Pharmacia agrees to cause relevant entities of the Pharmacia Group to require their employees, attorneys, or other representatives to timely execute, whenever requested by Monsanto and without additional cost to Monsanto, all applications, assignments, lawful oaths, and any other papers which Monsanto may deem necessary or desirable for securing to Monsanto or for maintaining for Monsanto any of the rights to be formally assigned pursuant to this section 2.3.

2.4 Pharmacia hereby authorizes Monsanto, its successors and assigns, to file applications for Letters Patent in any foreign country or jurisdiction corresponding to the Letters Patent of Schedule 2 in Exhibit 2 and the applications for Letters Patent of Schedule 2 in Exhibit 2 and to secure in its own name the Letters Patent issued thereon, the same to be held and enjoyed by Monsanto, its successors and assigns, for the full term for which such Letters Patent are granted or may be extended, as fully and entirely as the same would have been held and enjoyed by Pharmacia had the Monsanto Patent Rights not been assigned to Monsanto.

2.5 Additional instruments of assignment sufficient for purposes of recordation or registration relating to patents and patent applications in countries other than the United States which are included in the Monsanto Patent Rights shall be promptly provided to Monsanto by Pharmacia or the relevant entity of the Pharmacia Group, by means of good and sufficient recordable instruments of assignment applicable to such countries. The cost of providing any and all such assignment instruments and for effecting recordal thereof in all countries shall be borne by Pharmacia or the relevant entity of the Pharmacia Group and accomplished as promptly as is reasonable.

2.6 To the extent that Monsanto prepares, files, prosecutes, or maintains, or causes others to prepare, file, prosecute, or maintain, patents or patent applications (either provisional or non-provisional) included in the Monsanto Patent Rights, Pharmacia, relevant entities of the Pharmacia Group, and their respective directors, officers, employees and agents shall reasonably cooperate in the preparation, filing, prosecution, and maintenance thereof, by providing Monsanto with data and information within their possession after the Separation Date which may be needed or requested by Monsanto and by executing all documents that Monsanto or a relevant entity in the Monsanto Group may deem necessary.

2.7 To the extent that Pharmacia prepares, files, prosecutes, or maintains, or causes others to prepare, file, prosecute, or maintain, patents or patent applications (either provisional or non-provisional) included in the Pharmacia Patent Rights, Monsanto, relevant entities of the Monsanto Group, and their respective directors, officers, employees and agents shall reasonably cooperate in the preparation, filing, prosecution, and maintenance thereof, by providing Monsanto with data and information within their possession after the Separation Date which may be needed or requested by Pharmacia and by executing all documents that Pharmacia or a relevant entity of the Pharmacia Group may deem necessary.

2.8 Monsanto Know-How included in the Monsanto Technology shall be formally assigned by Pharmacia to Monsanto pursuant to the ASSIGNMENT OF MONSANTO KNOW-HOW, as set forth substantially in the form to be executed which is attached hereto as Exhibit 3, with such changes as may be agreed to in writing by Pharmacia and Monsanto.

2.9 Pharmacia agrees to cause the relevant entities of the Pharmacia Group to execute an ASSIGNMENT OF MONSANTO KNOW-HOW, generally in the form set forth in Exhibit 3 attached hereto, with such changes as may be agreed in writing by Pharmacia and

         Monsanto, but with different schedules identifying the Monsanto
         Know-How being assigned.

2.10     To the extent that Monsanto prepares, files, or prosecutes, or causes
         others to prepare, file, or prosecute patent applications (either
         provisional or non-provisional) based upon inventions, discoveries,
         trade secrets, or other know-how included in the Monsanto Know-How,
         Pharmacia, relevant entities of the Pharmacia Group, and their
         respective directors, officers, employees and agents shall reasonably
         cooperate in the preparation, prosecution, and maintenance thereof, by
         providing Monsanto with data and information within their possession as
         of the Separation Date which may be needed or requested by Monsanto and
         by executing all documents that Monsanto or a relevant entity in the
         Monsanto Group may deem necessary.

2.11     To the extent that Pharmacia prepares, files, or prosecutes, or causes
         others to prepare, file, or prosecute patent applications (either
         provisional or non-provisional) based upon inventions, discoveries,
         trade secrets, or other know-how included in the Pharmacia Know-How,
         Monsanto, relevant entities of the Monsanto Group, and their respective
         directors, officers, employees and agents shall reasonably cooperate in
         the preparation, prosecution, and maintenance thereof, by providing
         Pharmacia with data and information within their possession after the
         Separation Date which may be needed or requested by Pharmacia and by
         executing all documents that Pharmacia or a relevant entity in the
         Pharmacia Group may deem necessary.

2.12     With respect to any patent or patent application prepared, filed,
         prosecuted or maintained pursuant to Section 2.6 or 2.10 hereof, in the
         event that Monsanto or the relevant entity of the Monsanto Group
         decides to allow any patent or patent application in Class 3 to lapse
         or become abandoned or decides to allow a Class 3 provisional patent
         application to become abandoned without filing a non-provisional patent
         application claiming priority

         from said Class 3 provisional application, Pharmacia or the relevant
         entity of the Pharmacia Group shall first and promptly be provided an
         opportunity to prosecute and maintain said Class 3 patent or patent
         application or to file a non-provisional patent application claiming
         priority from said Class 3 provisional application. If Pharmacia or the
         relevant entity of the Pharmacia Group decides to undertake such
         filing, prosecution, or maintenance, said Class 3 patent or patent
         application shall be reassigned to the relevant entity of the Pharmacia
         Group without additional cost. Such reassignment shall be subject to a
         worldwide, nonexclusive, royalty-free license to Monsanto and relevant
         entities of the Monsanto Group to use all patent rights being
         reassigned. Monsanto, relevant entities of the Monsanto Group, and
         their respective employees shall reasonably cooperate with Pharmacia in
         the prosecution and maintenance thereof by providing Pharmacia with
         data and information within their possession as of the date of
         reassignment which may be needed and by executing all documents that
         Pharmacia or a relevant entity in the Pharmacia Group may deem
         necessary.

2.13     With respect to any patent or patent application prepared, filed,
         prosecuted, or maintained pursuant to Section 2.7 or 2.11 hereof, in
         the event that Pharmacia or the relevant entity of the Pharmacia Group
         decides to allow any patent or patent application in Class 4 to lapse
         or become abandoned or decides to allow a Class 4 provisional patent
         applications to become abandoned without filing a non-provisional
         patent application claiming priority from said Class 4 provisional
         application, Monsanto or the relevant entity of the Monsanto Group
         shall first and promptly be provided an opportunity to prosecute and
         maintain said Class 4 patent or patent application or to file a
         non-provisional patent application claiming priority from said Class 4
         provisional application. If Monsanto or the relevant entity of the
         Monsanto Group decides to undertake such filing, prosecution, or
         maintenance, said Class 4 patent or patent application shall be
         assigned to the relevant entity of the Monsanto Group without
         additional cost. Such assignment shall be subject to a

         worldwide, nonexclusive, royalty-free license to Pharmacia and relevant
         entities of the Pharmacia Group to use all patent rights being so
         assigned. Pharmacia, relevant entities of the Pharmacia Group, and
         their respective employees shall reasonably cooperate with Monsanto in
         the prosecution and maintenance thereof by providing Monsanto with data
         and information within their possession as of the date of assignment
         which may be needed and by executing all documents that Monsanto or a
         relevant entity in the Monsanto Group may deem necessary.

2.14     Neither the provisions of Sections 2.12 or 2.13 nor any other
         provisions of this Intellectual Property Transfer Agreement shall
         require either party to prepare, file, prosecute, defend, enforce or
         maintain, any patent or patent application, owned by such party after
         the Separation Date or based upon an invention, discovery, or trade
         secret included in the Know-How owned by such party after the
         Separation Date, regardless of whether the other party is or would be
         licensed under such patent or patent application pursuant to a license
         granted under this Intellectual Property Transfer Agreement.

2.15     Pharmacia and Monsanto agree to the disposition and treatment of
         Information, documents, records, and materials (collectively referred
         to as "Materials") containing Know-How which is either assigned or
         licensed to Monsanto by Pharmacia pursuant to this Intellectual
         Property Transfer Agreement as follows:

         (a)      In accordance with Section 2.18 below, all Materials relating
                  to Monsanto Technology shall be provided to Monsanto to the
                  extent they are not commingled with Materials relating to
                  Pharmacia Technology;

         (b)      Initially, research notebooks generated by the former Monsanto
                  Company other than those produced and kept by G.D. Searle
                  (hereinafter referred to as "Red

Notebooks") will remain in the custody of Monsanto Company. If either Pharmacia or Monsanto makes a request for a Red Notebook or information contained in a specific Red Notebook, a determination will be made as to whether such Red Notebook contains only Pharmacia Know-How, only Monsanto Know-How, predominantly Pharmacia Know-How, or predominantly Monsanto Know-How. Upon the request of Pharmacia for a particular Red Notebook, custody of such Red Notebook shall be transferred to Pharmacia in those cases where the subject Red Notebook contains only Pharmacia Know-How, or predominantly Pharmacia Know-How. Regardless of which party has custody of a subject Red Notebook, custody shall not adversely affect the rights of the non-custodial party in the Know-How contained therein and the custodial party shall make any such Notebook containing the Know-how of the non-custodial party reasonably available as circumstances by require.

(c) Except to the extent set forth in 2.15(b) above or where the Separation Team of Section 2.18 should decide otherwise, in those instances where Materials relating to Monsanto Technology are commingled with Materials relating to Pharmacia Technology (E.G., research reports, technical reports, analytical reports, engineering reports, microfilmed records, and the like) or where Materials relate to Shared Know-How, Monsanto shall retain such Materials in compliance with its Record Management Retention Guidelines and provide Monsanto with access thereto and, if requested by Monsanto, with copies thereof during the period of time such Information and Materials are so maintained. In the event that originals of such Materials are needed by Monsanto (E.G., for discovery or evidentiary use in litigation or administrative proceedings), Pharmacia shall make such originals available to Monsanto.

2.16     Pharmacia agrees that it will not assert any patent it owns as of the
         Separation Date or may own within five (5) years thereof against any
         product that Monsanto was selling, offering for sale, leasing and/or
         importing as of the Separation Date.

2.17     Monsanto agrees that it will not assert any patent it owns as of the
         Separation Date or may own within five (5) years thereof against any
         product that Pharmacia was selling, offering for sale, leasing and/or
         importing as of the Separation Date.

2.18     (a) Monsanto and Pharmacia agree to cooperate in the determination as
         to which party is to be assigned Intellectual Property, including
         Know-How, not specifically assigned by any schedule, list or exhibit
         herein. To that end each party shall appoint one or more members to a
         team, hereinafter referred to as the "Separation Team", that will meet
         with each other and determine within two (2) years of the Separation
         Date which party is to have ownership, possession and/or any other
         rights to such Intellectual Property including any tangible Know-How
         records. Regardless of the number of people appointed to the Separation
         Team, Monsanto and Pharmacia shall each have a single vote in making
         any decision. In the event of any dispute that cannot be resolved by
         the Separation Team, the dispute will resolved in accordance with the
         procedures of Section 15.3 herein.

         (b) It is agreed that each party is to take possession of its
         Intellectual Property including any tangible Know-How. In the event
         that some records or other information cannot be reasonably split such
         that each party can take possession of its records, the Separation Team
         shall determine which party shall maintain possession and the procedure
         regarding access to the records by the other party.

         (c) Pharmacia shall retain all right, title and interest in and to the
         inventory of compounds stored in the Sample Retention Center ("SRC")
         existing within Monsanto sites

in St. Louis at Separation Date. In accordance with Pharmacia having all incidents of ownership in the SRC, Pharmacia shall have exclusive and absolute rights of possession, control and disposition of all SRC compounds. Monsanto shall have no rights of access to SRC compounds with this EXCEPTION: Monsanto shall have an absolute license and access to a sample of any compound for (i) a compound(s) which as of the Separation Date has (have) been incorporated into a formulation targeted for evaluation in a field plot or is or has been a commercialized product of Monsanto or which is a metabolite of such product, or (ii) for a compound or material that is the subject of an inquiry from a regulatory agency.

(d) In the event Monsanto requests a sample of an SRC compound beyond the scope of the EXCEPTION articulated in Section 2.18 (c), herein, Pharmacia shall have sole discretion as to whether Pharmacia shall provide such sample of SRC compound to Monsanto, as well as the amount of such sample. Rights of ownership and access of SRC compounds by Pharmacia or Monsanto, as set forth in Section 2.18 (c), herein, as well as requests from Monsanto for sample access beyond the scope of the EXCEPTION stated herein, shall not be subject to consideration by the Separation Team.

(e) Notwithstanding anything to the contrary, the database information containing chemical structure and biological data for any and all compounds, including but not limited to SRC compounds, made by or on behalf of the Agricultural Unit of Pharmacia and assayed for agricultural-related activity shall be considered Shared Know-How. Pursuant to Articles VII and VIII both Pharmacia and Monsanto shall have an irrevocable, royalty-free, worldwide license to such Shared Know-How. However, the parties recognize that exploitation of such Shared Know-How by either party in their respective business field has the potential to adversely affect the value of such Shared Know-How to the other party. Accordingly, the parties agree to negotiate in good faith with the goal to reach

         mutually acceptable terms under which such Shared Know-How may be
         used. If the parties are unsuccessful in negotiating such terms, such
         dispute will resolved in accordance with the procedures of Section 15.3
         herein.

         (f) It is recognized that prior to the Separation Date, all right,
         title and interest in and to all Intellectual Property resided in
         Pharmacia, subject to assignment and license obligations set forth in
         this Intellectual Property Transfer Agreement. In event of any dispute
         as to the assignment and/or license obligations with respect to a
         selected item of Intellectual Property, ownership, possession and
         control of the subject Intellectual Property not yet assigned or
         licensed to Monsanto, as the case may be, shall reside in Pharmacia.
         During the pendency of any such dispute and until any assignment or
         license to Monsanto is formally effected, Pharmacia shall maintain any
         and all involved Intellectual Property in a manner which will not
         diminish the value of such Intellectual Property to Monsanto. Issues
         raised as to resolution of such dispute shall be decided in accordance
         with the provisions of Section 15.3, herein.

         (g) The effect of any specific provision of this Intellectual Property
         Transfer Agreement as to disposition of a specific property shall take
         precedent over and not be altered by the content, scope or definition
         of more general terms such as "Know-how" or "Intellectual Property".

2.19     Both Pharmacia and Monsanto shall have the obligation to offer the
         other party a license for use in the other party's business field and
         to conduct good faith negotiations with respect to a royalty-bearing
         license on commercially-reasonably terms to any technology developed
         within two (2) years of the Separation Date which has been shown or is
         reasonably anticipated to have application in the other party's
         business field.

ARTICLE III - TRANSFER OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS

3.1 All rights held by Pharmacia as of the Separation Date in Monsanto Business Technology Agreements shall be formally assigned by Pharmacia to Monsanto or a designated Subsidiary of Monsanto pursuant to the ASSIGNMENT OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS, as set forth substantially in the form to be executed which is attached hereto as Exhibit 4, with such changes as may be agreed to in writing by Pharmacia and Monsanto.

3.2 Pharmacia agrees to cause the relevant entities of the Pharmacia Group to execute an ASSIGNMENT OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS, generally in the form set forth in Exhibit 4 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto, to assign to Monsanto or a Subsidiary of Monsanto any Monsanto Business Technology Agreements to which a Subsidiary of Pharmacia is a party.

3.3 Any royalties or other payments which Pharmacia or a Subsidiary of Pharmacia shall incur pursuant to the terms of the Monsanto Business Technology Agreements to be assigned shall be prorated as of the Separation Date, based on actual days elapsed, with appropriate debits and credits to the accounts of Pharmacia or the Subsidiary of Pharmacia and Monsanto or a Subsidiary of Monsanto, so that Monsanto or the Subsidiary of Monsanto shall be responsible for all such payments to the extent duly allocable to the period commencing on the Separation Date.

3.4 Any royalties or other payments which Pharmacia or a Subsidiary of Pharmacia shall be entitled to receive from Third Parties pursuant to the terms of Monsanto Business Technology Agreements to be assigned shall be prorated as of the Separation Date, based

on actual days elapsed, with appropriate debits and credits to the accounts of Pharmacia or the Subsidiary of Pharmacia and Monsanto or a Subsidiary of Monsanto, so that Monsanto or the Subsidiary of Monsanto shall be entitled to receive all such payments to the extent duly allocable to the period commencing on the Separation Date.

ARTICLE IV - TRANSFER OF MONSANTO TRADEMARKS

4.1 The parties agree that the transfer of Monsanto Trademarks made pursuant to the Separation Agreement by Pharmacia to Monsanto shall comprise all worldwide right, title, and interest in and to Monsanto Trademarks and shall be delivered to Monsanto as soon as is reasonably practicable on or after the Separation Date. The parties further agree that all costs associated with the transfer of Monsanto Trademarks set forth in this Intellectual Property Transfer Agreement shall be borne by Pharmacia or the relevant entity of the Group.

4.2 Monsanto Trademarks for which registrations exist, or have been applied for, in the United States of America shall be formally assigned by Pharmacia to Monsanto or its designee pursuant to the ASSIGNMENT OF MONSANTO TRADEMARKS, as set forth substantially in the form to be executed, which is attached hereto as Exhibit 5 with such changes as may be agreed to in writing by Pharmacia and Monsanto. Pharmacia covenants and agrees that its employees, attorneys, or other representatives will timely execute, whenever reasonably requested by Monsanto and without additional cost to Monsanto, all applications, assignments, lawful oaths, and any other papers which Monsanto may deem necessary or desirable for securing to Monsanto or (at Chemical's expense) for maintaining for Monsanto any of the rights being formally assigned by Pharmacia to Monsanto in the ASSIGNMENT OF MONSANTO TRADEMARKS.

4.3 Pharmacia agrees to cause relevant Pharmacia Subsidiaries to execute an ASSIGNMENT OF MONSANTO TRADEMARKS, generally in the form set forth in Exhibit 5 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto, but with different schedules identifying the trademarks rights being assigned. Pharmacia agrees to cause relevant entities of the Pharmacia Group to require their employees, attorneys, or other representatives to timely execute, whenever reasonably requested by Monsanto and without additional cost to Monsanto, all applications, assignments, lawful oaths, and other papers which Monsanto may deem necessary or desirable for securing to Monsanto or for maintaining for Monsanto any of the rights to be formally assigned pursuant to this section 4.3.

4.4 Additional instruments of assignment sufficient for purposes of recordation or registration relating to trademark rights in countries other than the United States which are included in the Monsanto Trademarks shall be promptly provided to Monsanto by Pharmacia or the relevant entity of the Pharmacia Group, by means of good and sufficient recordable instruments of assignment applicable to such countries. The cost of providing any and all such assignment instruments and for effecting recordal thereof in all countries shall be borne by Pharmacia or the relevant entity of the Pharmacia Group and accomplished as promptly as is reasonable after the Separation Date.

ARTICLE V - TRANSFER OF MONSANTO COPYRIGHTS

5.1 The parties agree that the transfer of Monsanto Copyrights made pursuant to the Separation Agreement by Pharmacia to Monsanto shall comprise all worldwide right, title, and interest in and to Monsanto Copyrights and shall be delivered to Monsanto as soon as reasonably practicable on or after the Separation Date. The parties further agree that all costs associated with the transfer of Monsanto Copyrights set forth in this Intellectual

Property Transfer Agreement shall be borne by Pharmacia or the relevant entity of the Pharmacia Group.

5.2 Monsanto Copyrights shall be formally assigned by Pharmacia to Monsanto pursuant to the ASSIGNMENT OF MONSANTO COPYRIGHTS, as set forth substantially in the form to be executed, which is attached hereto as Exhibit 6, with such changes as may be agreed to in writing by Pharmacia and Monsanto. Pharmacia covenants and agrees that its employees, attorneys, or other Representatives will timely execute, whenever reasonably requested by Monsanto and without additional cost to Monsanto, all applications, assignments, lawful oaths, and any other papers which Monsanto may deem necessary or desirable for securing to Monsanto or (at Chemical's expense) maintaining for Monsanto any of the rights being formally assigned by Pharmacia to Monsanto in the ASSIGNMENT OF MONSANTO COPYRIGHTS.

5.3 Pharmacia agrees to cause relevant Pharmacia Subsidiaries to execute an ASSIGNMENT OF MONSANTO COPYRIGHTS, generally in the form set forth in Exhibit 6 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto. Pharmacia agrees to cause relevant entities of the Pharmacia Group to require their employees, attorneys, or other representatives to timely execute, whenever reasonably requested by Monsanto and without additional cost to Monsanto, all applications, assignments, lawful oaths, and other papers which Monsanto may deem necessary or desirable for securing to Monsanto or (at Chemical's expense) for maintaining for Monsanto any of the rights to be formally assigned pursuant to this section 5.3.

ARTICLE VI - TRANSFER OF MONSANTO EMPLOYEE AGREEMENTS

6.1 Rights relating to the Monsanto Business held by Pharmacia as of the Separation Date in Monsanto Employee Agreements and Pharmacia Employee Agreements shall be formally

assigned and granted by Pharmacia to Monsanto pursuant to the ASSIGNMENT OF MONSANTO EMPLOYEE AGREEMENTS, as set forth substantially in the form to be executed which is attached hereto as Exhibit 7, with such changes as may be agreed to in writing by Pharmacia and Monsanto.

6.2 Pharmacia agrees to cause relevant entities of the Pharmacia Group to execute an ASSIGNMENT OF MONSANTO EMPLOYEE AGREEMENTS, generally in the form set forth in Exhibit 7 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto, to assign and grant to Monsanto or a Subsidiary of Monsanto rights relating to the Monsanto Business held by a Subsidiary of Pharmacia in any Monsanto Employee Agreements or Pharmacia Employee Agreements.

ARTICLE VII - LICENSE TO PHARMACIA OF MONSANTO TECHNOLOGY

7.1 Monsanto agrees to execute a MONSANTO TECHNOLOGY LICENSE AGREEMENT as set forth substantially in the form to be executed, which is attached hereto as Exhibit 8, with such changes as may be agreed to in writing by Pharmacia and Monsanto, whereby Pharmacia shall be granted an irrevocable, royalty-free, worldwide license, with right to sub-license, to utilize the Monsanto Patent Rights in Class 3, the inventions described in the invention disclosures in Class 3, Know-How related to such patent rights or inventions, and any Shared Know-How and Shared Copyrights held by Monsanto, as further set forth in Exhibit 8.

7.2 Monsanto agrees to cause relevant entities of the Monsanto Group to execute a MONSANTO TECHNOLOGY LICENSE AGREEMENT generally in the form set forth in Exhibit 8 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto, but with different schedules identifying the patents, patent applications, and invention disclosures being licensed, whereby the relevant entity of the Pharmacia Group

shall be granted an irrevocable, royalty-free, worldwide license to utilize Monsanto Patent Rights in Class 3, the inventions described in the invention disclosures in Class 3, Know-How related to such patent rights or inventions, and any Shared Know-How and Shared Copyrights held by the relevant entity of the Monsanto Group, as further set forth generally in Exhibit 8.

ARTICLE VIII - LICENSE TO MONSANTO OF PHARMACIA TECHNOLOGY

8.1 All right, title, and interest in and to Pharmacia Patent Rights and Pharmacia Know-How shall remain with Pharmacia, except to the extent licensed to Monsanto pursuant to this Article VIII, and Pharmacia shall remain free to otherwise transfer, license, or utilize Pharmacia Patent Rights and Pharmacia Know-How at its sole discretion.

8.2 Pharmacia agrees to execute a PHARMACIA TECHNOLOGY LICENSE AGREEMENT as set forth substantially in the form to be executed which is attached hereto as Exhibit 9, with such changes as may be agreed to in writing by Pharmacia and Monsanto, whereby Monsanto shall be granted an irrevocable, royalty-free, worldwide license, with right to sub-license, to utilize the Pharmacia Patents Rights in Class 4, inventions described in the invention disclosures in Class 4, Know-How related to such patent rights or inventions, and Shared Know-How and Shared Copyrights retained by Pharmacia, as further set forth in Exhibit 9.

8.3 Pharmacia also agrees that in the PHARMACIA TECHNOLOGY LICENSE AGREEMENT, Pharmacia shall assign to Monsanto the right to utilize within the Monsanto Business all rights to Third Party Patent Licenses and Third Party Know-How Licenses available to Pharmacia or shall grant to Monsanto a sublicense to utilize outside the Pharmaceuticals Business all rights in Third Party Patent Licenses and Third Party Know-How Licenses available to Pharmacia, as further set forth in Exhibit 9.

8.4 Pharmacia agrees to cause relevant entities of the Pharmacia Group to execute a PHARMACIA TECHNOLOGY LICENSE AGREEMENT, generally in the form set forth in Exhibit 9 attached hereto, with such changes as may be agreed to in writing by Pharmacia and Monsanto, but with different schedules identifying the patent rights and know-how rights being licensed, whereby the relevant entity of the Monsanto Group shall be granted an irrevocable, royalty-free, worldwide license to utilize Pharmacia Patent Rights in Class 4, the inventions described in the invention disclosures in Class 4, Know-How related to such patent rights or inventions, and Shared Know-How and Shared Copyrights held by the relevant entity of the Pharmacia Group, as further set forth in Exhibit 9.

ARTICLE IX - TRANSITIONAL LICENSE TO MONSANTO OF PHARMACIA TRADEMARKS

9.1 Pharmacia agrees to execute a TRADEMARK LICENSE AGREEMENT, as set forth substantially in the form to be executed, which is attached hereto as Exhibit 10, with such changes as may be agreed to in writing by Pharmacia and Monsanto.

9.2 All right, title, and interest in and to the Pharmacia Trademarks shall remain with Pharmacia, except to the extent licensed for the transitional period pursuant to the TRADEMARK LICENSE AGREEMENT, and Pharmacia shall remain free to otherwise transfer, license, or utilize Pharmacia Trademarks at its sole discretion.

10.1     Notwithstanding any other provisions of this Intellectual Property
         Transfer Agreement, Monsanto agrees, and agrees to cause entities in
         the Monsanto Group to agree, to make no disclosure or use of any
         Monsanto Technology, Pharmacia Technology, or Information derived from
         Monsanto Business Technology Agreements, provided or made known to the
         Monsanto Group pursuant to this Intellectual Property Transfer
         Agreement, except in

compliance with the laws and regulations of the United States of America, including the Bureau of Export Administration, International Trade Commission, U.S. Department of Commerce, U.S. Department of the Treasury, and U.S. Department of State.

11.1     Except as provided in Section 11.2 hereof or as the parties hereto may
         otherwise agree in writing, from and after the Separation Date, (a)
         Pharmacia shall not use without authority of Monsanto any Intellectual
         Property or other information that hereinafter belongs to Monsanto and
         to which a right to use has not been conveyed to Pharmacia by operation
         of this Intellectual Property Transfer Agreement, (b) Monsanto shall
         not use without authority of Pharmacia any Intellectual Property or
         other information that hereinafter belongs to Pharmacia and to which a
         right to use has not been conveyed to Monsanto by operation of this
         Intellectual Property Transfer Agreement, and (c) Pharmacia and
         Monsanto shall each hold and use its reasonable best efforts to cause
         its Affiliates and Representatives to hold in strict confidence all
         Intellectual Property and other information which hereinafter belongs
         to the other party and to which a right to use has not been conveyed to
         it by operation of this Intellectual Property Transfer Agreement

11.2     The obligations set forth in this Article XI shall not apply to the
         extent that:

         (a)  disclosure of such Information is compelled by judicial or
              administrative process or, in the opinion of such party's counsel,
              by other requirements of law, or

         (b)  such party can show that such Information was:

                  (1)     available to such party after the Separation Date from
                          third party sources other than employees or former
                          employees of either party, their Affiliates,

                          former Affiliates, Representatives or former
                          Representatives, on a nonconfidential basis prior to
                          its disclosure to such party after the Separation Date
                          by the other party,

                  (2)     in the public domain through no fault of such party,

                  (3)     lawfully acquired by such party from third party
                          sources other than employees or former employees of
                          either party, their Affiliates, former Affiliates,
                          Representatives or former Representatives, after the
                          time that it was furnished to such party pursuant to
                          this Intellectual Property Transfer Agreement or the
                          assignments or agreements attached hereto as exhibits,
                          or

                  (4)     independently discovered or developed by employees of
                          such party.

11.3     Notwithstanding the foregoing, each of Pharmacia and Monsanto shall be
         deemed to have satisfied its obligations under this Article XI with
         respect to any Information if it exercises the same care with regard to
         such Information as it takes to preserve confidentiality for its own
         similar Information.

11.4     The obligations set forth in this Article XI shall continue to apply
         with respect to both Pharmacia and Monsanto for as long as the
         Information to be held in confidence remains confidential without
         breach of the obligations hereof.

11.5     With respect to Shared Know-How each party shall have the right, in the
         pursuit of business in its respective field, to use and/or disclose
         such Shared Know-How to third parties in confidence under terms that
         are comparable to those herein. Each party shall also have the right to
         disclose such Shared Know-How information in the normal course of
         filing and prosecuting a patent application.

12.1     All notices, requests, claims, demands and other communications
         hereunder (collectively, "Notices") shall be in writing and shall be
         given (and shall be deemed to have been duly given upon receipt) by
         delivery in person, by cable, telegram, facsimile, electronic mail or
         other standard form of telecommunications (provided confirmation is
         delivered to the recipient the next business day in the case of
         facsimile, electronic mail or other standard form of
         telecommunications) or by registered or certified mail, postage
         prepaid, return receipt requested, addressed as follows:

                  If to Pharmacia:          Pharmacia Corporation
                                            100 Route 206 North
                                            Peapack, New Jersey  07977
                                            Attention:  Christopher J. Coughlin
                                            Telephone:  (908) 901-8000

with a copy to:           Pharmacia Corporation
                          100 Route 206 North
                          Peapack, New Jersey  07977
                          Attention:  General Counsel
                          Telephone:  (908) 901-8000
                          Facsimile:

If to Monsanto:           Monsanto Company
                          800 North Lindbergh Boulevard
                          St. Louis, Missouri  63167
                          Attention:  Terrence Crews
                          Telephone:  (314) 694-1000
                          Facsimile:

with a copy to:           Monsanto Company
                          800 North Lindbergh Boulevard
                          St. Louis, Missouri  63167
                          Attention:  General Counsel
                          Telephone:  (314) 694-1000

Facsimile:

or to such other address as any party hereto may have furnished to the other parties by a notice in writing in accordance with this Section 12.1.

13.1     This Intellectual Property Transfer Agreement and all of the provisions
         hereof shall be binding upon and inure to the benefit of the parties
         hereto and their successors and assigns. Neither this Intellectual
         Property Transfer Agreement nor any of the rights, interests and
         obligations hereunder shall be assigned by any party hereto without
         first notifying the other party. Consent to such assignment shall not
         be required.

13.2     This Intellectual Property Transfer Agreement is solely for the benefit
         of the parties hereto and their Subsidiaries and Affiliates and is not
         intended to confer upon any other Persons any rights or remedies
         hereunder.

13.3     Nothing contained in this Intellectual Property Transfer Agreement
         shall be construed as an attempt or an agreement to assign, transfer,
         or license any Monsanto Technology, Pharmacia Technology, Monsanto
         Copyrights, Pharmacia Copyrights, Monsanto Business Technology
         Agreement, Shared Know-How, Third Party Patent Licenses, or Third Party
         Know-How Licenses, which cannot be assigned, transferred, or licensed
         without the consent of a Third Party (hereinafter referred to as
         "Transfer Requiring Consent"), unless such consent shall have been
         given. Pharmacia shall use its reasonable best efforts and bear the
         costs to obtain all such necessary consents.

13.4     If efforts to obtain the consent of a Third Party to any Transfer
         Requiring Consent, or if any attempted Transfer Requiring Consent,
         would be ineffective or would adversely affect the rights of Pharmacia
         or an entity of the Pharmacia Group so that Monsanto would not, in
         fact, receive the rights of the agreement under which Transfer
         Requiring Consent is sought, then Pharmacia or such entity of the
         Pharmacia Group, as the case may be, shall cooperate in any reasonable
         arrangement Monsanto may request to provide for Monsanto the rights
         sought to be transferred by such Transfer Requiring Consent, including
         enforcement for the benefit of Monsanto of the rights of Pharmacia or
         such entity of the Pharmacia Group against any Third Party arising out
         of the breach or cancellation by such Third Party of the agreement
         under which Transfer Requiring Consent is sought; provided that
         Pharmacia or such entity of the Pharmacia Group shall not be required
         to incur any costs or obligations, other than nominal administrative
         costs or ministerial duties of a usual and customary nature, in
         connection with any such reasonable arrangement and that no such
         arrangement shall interfere with Pharmacia's conduct of its business or
         have an adverse effect on the financial condition or business of
         Pharmacia.

14.1     With the exception of those subjects or disputes which are within the
         exclusive jurisdiction of statutes of the United States or other
         countries, including their respective patent laws, this Intellectual
         Property Transfer Agreement shall be governed by and construed in
         accordance with the laws of the State of Delaware (other than the laws
         regarding choice of laws and conflicts of laws) as to all matters,
         including matters of validity, construction, effect, performance, and
         remedies.

                           ARTICLE XV - MISCELLANEOUS

15.1     Pharmacia and Monsanto undertake and agree, and agree to cause their
         respective Groups to agree, to assist each other, to the extent such
         cooperation is needed, in the registration or recordation of any
         assignment or transfer made, or license granted, in accordance with
         this Intellectual Property Transfer Agreement, in the manner provided
         for under the laws and regulations of the countries involved, including
         but not limited to the execution of any additional patent, trademark,
         copyright, or know-how assignments or license agreements that may be
         required for such registration or recordal purposes. All costs
         associated with such assignments or license agreements and the
         registration or recordation thereof shall be borne by Pharmacia or the
         relevant entity of the Pharmacia Group.

15.2     Any provision of this Intellectual Property Transfer Agreement which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof.
         Any such prohibition or unenforceability in any jurisdiction shall not
         invalidate or render unenforceable such provision in any other
         jurisdiction. Each party acknowledges that money damages would be an
         inadequate remedy for any breach of the provisions of

         this Intellectual Property Transfer Agreement and agrees that the
         obligations of the parties hereunder shall be specifically enforceable.

15.3     All disputes, controversies, or claims (whether sounding in contract,
         tort, or otherwise) that may arise out of or relate to, or arise under
         or in connection with this Intellectual Property Transfer Agreement or
         any of the assignments or license agreements included as Exhibits
         hereto, or the transactions contemplated hereby or thereby, shall be
         governed by the procedures set forth in Article VI of the Separation
         Agreement.

15.4     All Exhibits (and any appendices thereto) referred to in this
         Intellectual Property Transfer Agreement are hereby incorporated in and
         made an integral part hereof.

15.5     The Article headings contained in this Intellectual Property Transfer
         Agreement are solely for the purpose of reference, are not part of the
         agreement of the parties hereto, and shall not in any way affect the
         meaning or interpretation of this Intellectual Property Transfer
         Agreement.

15.6     References to any "Article," "Exhibit," "Schedule," or "Section"
         without more, are to Articles, Exhibits, Schedules, or Sections to or
         of this Intellectual Property Transfer Agreement. Unless otherwise
         expressly stated, clauses beginning with the term "including" set forth
         examples only and in no way limit the generality of the matters thus
         exemplified.

15.7     (a) Except as set forth in the Separation Agreement, together with all
         documents and agreements to be delivered pursuant hereto or in
         connection herewith, this Intellectual Property Transfer Agreement
         constitutes the entire agreement between the parties with respect to
         the subject matter hereof and shall supersede all previous
         negotiations, commitments, and writings with respect to such subject
         matter. Except as set forth in Section 15.7 (b) below in the event of
         any conflict between this Intellectual Property

Transfer Agreement and the Separation Agreement, the terms and conditions of this Intellectual Property Transfer Agreement shall be controlling. In the event of any conflict between this Intellectual Property Transfer Agreement and any of the assignments or agreements attached hereto as Exhibits, the terms and conditions of the assignment or agreement attached hereto as an Exhibit shall be controlling.

(b) Monsanto and Pharmacia are involved in certain research and development collaborations which extend beyond the Separation Date. It is understood and agreed that the disposition of any intellectual property derived in accordance with said collaborations will be agreed upon separately from this Intellectual Property Transfer agreement or in accordance with agreements in force as of the date of this Intellectual Property Transfer Agreement. In the event of any conflict concerning such disposition, the Separation Team described in Section 2.18 will make the decision resolving such conflict shall be made pursuant to Section 2.18.

IN WITNESS WHEREOF, the parties hereto have caused this Intellectual Property Transfer Agreement to be duly executed as of the date first written above.

PHARMACIA CORPORATION
a Delaware corporation

By: /s/ Christopher J. Coughlin
    -------------------------------------
    Christopher J. Coughlin
    Executive Vice President and Chief
    Financial Officer

MONSANTO COMPANY
a Delaware corporation

By: /s/ Hendrik A. Verfaillie
    -------------------------------------
    Hendrik A. Verfaillie
    President and Chief Financial Officer

Exhibit 10.9

SERVICES AGREEMENT

Services Agreement ("Agreement"), dated as of September 1, 2000, by and between PHARMACIA CORPORATION, a Delaware corporation ("Pharmacia"), and MONSANTO COMPANY, a Delaware corporation ("Monsanto").

W I T N E S S E T H:

WHEREAS, pursuant to the terms of a Separation Agreement, dated as of September 1, 2000, by and between the parties hereto (the "Separation Agreement"), Pharmacia will, contemporaneously with the effectiveness of this Agreement, contribute and transfer to Monsanto, and Monsanto will receive and assume, directly or indirectly, substantially all of the assets and liabilities currently associated with the Monsanto Business and the stock, investments or similar interests currently held by Pharmacia in subsidiaries and other entities that conduct such business; and

WHEREAS, the parties wish to provide each other with the services described on each of the Term Sheets from time to time attached hereto as exhibits and made a part hereof and numbered sequentially (collectively, the "Services" and individually, a "Service") from the Separation Date through the Service Termination Date (as hereinafter defined).

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

A. Subject to the terms and conditions of this Agreement, the party identified on a particular Term Sheet as the party to provide a specified Service (in such capacity, "Service Provider") shall provide to the party identified on such Term Sheet as the user of such service (in such capacity, "Service User"), the Service described on such Term Sheet.

B. Service Provider shall not be obligated under this Agreement to perform any Service (i) unless otherwise specified in the applicable Term Sheet, in a volume, quantity or level of quality which exceeds the applicable historical volumes, quantities or quality of such Service provided by Pharmacia or its subsidiaries or affiliates to the Monsanto Business or by the Monsanto Business to Pharmacia or its subsidiaries or affiliates, as the case may be, prior to the Separation Date, (ii) if to do so would unreasonably interfere with the conduct of Service Provider's continuing business or operations, or (iii) if to do so would be in violation or cause a breach of any law or regulation to which Service Provider is subject or any agreement to which Service Provider is a party. In the event of non-performance pursuant to the foregoing sentence, the parties shall work together in good faith to arrange for an alternative means by which Service User may obtain, at Service User's sole cost, the Services so affected. In no event shall Service Provider be required to perform any Service
(i) to the extent such Service does not relate to the continued conduct of Service User's business as it was conducted prior to the Separation Date; or
(ii) for the benefit of any third party or any entity other than Service User or a subsidiary or affiliate thereof or an assignee permitted under this terms of this Agreement.

C. In providing the Services, Service Provider, as it deems necessary or appropriate in its sole discretion, shall have the right (i) to use the personnel of such Service Provider or any of its subsidiaries or affiliates, or (ii) to employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to Service Provider's own business or are reasonably necessary for the efficient performance of any Service.

D. Pharmacia and Monsanto shall each designate in writing a representative to act as its primary contact person for the provision of all Services (each such person being a "Responsible Person"). The initial Responsible Person for Pharmacia shall be Christopher J. Coughlin or his designee and for Monsanto shall be Terrell K. Crews or his designee.

A. Service Provider shall invoice Service User monthly for Services provided during the preceding month and any associated costs and expenses, and all invoices shall reflect in reasonable detail the nature and quantity of the Services rendered during the previous month and the charges therefor. Service User shall pay via wire transfer each invoice within fifteen (15) days after Service User's receipt of each such invoice. All payments shall be based on U.S. dollars with actual payments to be made in local currency to mitigate against any currency/translation gains or losses. Service User shall have the right, at any time not later than six (6) months after the termination of any Service, upon reasonable prior notice to Service Provider, to have an audit performed by outside auditors (who shall execute confidentiality agreements reasonably acceptable to Service Provider) of the books and records of Service Provider to the extent that they relate to such Service in order to verify the accuracy of invoices that have not been previously audited as provided below. Costs shall be considered final after the later of (i) six (6) months after termination of the provision of the relevant Service in the absence of an audit or (ii) the conclusion of the foregoing audit.

B. Service User shall timely pay to Service Provider all charges and amounts on each invoice as provided in subsection 4(A) and shall not withhold any disputed amounts for any reason. If Service User shall in good faith dispute any material item(s) on an invoice, the Responsible Person of each of Service Provider and Service User shall attempt to resolve such dispute within a reasonable period of time. In the event that the Responsible Persons are unable to resolve such dispute, the matter shall be resolved in accordance with the terms of Article VII of the Separation Agreement.

C. To the extent that Service Provider has audit rights with respect to a Service supplied by a Third Party Supplier (as hereinafter defined), Service Provider shall cooperate with Service User, at Service User's expense and reasonable request, to exercise such audit rights with respect to Costs paid by Service User in connection with such Service.

reasonable notice, (b) modifies such procedures, or terminates the provision of such Service, as the case may be, for its own business at the same time, and (c) in case of a modification in procedures, gives Service User a reasonable period of time for Service User to adapt its operations to accommodate such modifications or, in the case of termination of Service (unless Service User has provided Service Provider with notice no later than five (5) Business Days after Service User receives notice of such termination of Service that Service User elects not to receive such Service from a Third Party Supplier and instead agrees to the termination of such Service), uses its best efforts to assist Service User in obtaining a similar Service (in both quality and quantity) from a Third Party Supplier commencing at or prior to the date of termination of the provision of such Service by Service Provider; provided, however, that the Cost of such Service to Service User shall not exceed the Cost thereof had Service Provider continued to provide such Service.

A. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY SERVICE.

B. Service Provider, its subsidiaries and affiliates, and their respective directors, officers, employees, and agents (collectively, "DOEAs"), shall not be liable to Service User (or any of its subsidiaries or affiliates) for, and Service User releases and discharges (and Service User shall cause its subsidiaries and affiliates to so release and discharge) Service Provider, its subsidiaries and affiliates, and their respective DOEAs, from, any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties, injuries, direct or liquidated damages, costs (including costs of defense and investigation) and expenses, including special, incidental, consequential, exemplary, indirect or punitive damages, of, to or suffered or incurred by, Service User, its subsidiaries or affiliates, or their respective DOEAs arising out of or connected with (i) any act or omission, negligent or otherwise, of Service Provider, its subsidiaries or affiliates, or their respective DOEAs with respect to any Service, (ii) the receipt, delivery, use, possession, consumption, supply or performance of any Service, or (iii) any failure of Service Provider to supply or perform any Service to the extent that Service Provider reasonably believes such failure is permitted by the terms of this Agreement (it being understood that Service Provider shall be liable to Service User for damages resulting from any intentional, knowing breach of the terms of this Agreement); provided, however, that the foregoing shall not apply to any claims, losses, damages, liabilities or expenses to the extent caused by Service Provider's willful misconduct or fraud, and shall not constitute a release or discharge of any third party not affiliated with Service Provider. It is the express intention of the parties hereto that the release provided for in this subsection 9(B), to the extent of the terms hereof, is to include, but not be limited to, a release by Service User and its subsidiaries and affiliates of Service Provider, its subsidiaries and affiliates, and their respective DOEAs from the consequences of SERVICE PROVIDER'S, SERVICE PROVIDER'S SUBSIDIARIES' AND AFFILIATES', AND THEIR RESPECTIVE DOEAS' OWN NEGLIGENCE, to the extent that such negligence is the sole, concurring or joint cause of the claims, losses, damages, liabilities and expenses suffered by Service User, its subsidiaries and affiliates, and their respective DOEAs.

C. Service User shall indemnify and hold harmless Service Provider, its subsidiaries and affiliates, and their respective DOEAs from and against any and all third party claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties, injuries, direct or liquidated damages, costs (including costs of defense and investigation) and expenses, including special, incidental, consequential, exemplary, indirect or punitive damages (hereinafter, a "Third Party Claim"), actually incurred by Service Provider, its subsidiaries or affiliates, or their respective DOEAs arising out of or connected with: (i) any act or omission, negligent or otherwise, of Service Provider, Service User or their respective subsidiaries or affiliates, or their respective DOEAs, with respect to Service User's facilities or any Services, (ii) the receipt, delivery, use, possession, consumption, supply or performance of any Services, (iii) any failure to supply or perform any Services to the extent such failure is permitted by the terms of this Agreement (it being understood that Service Provider shall be liable to Service User for damages resulting from any intentional, knowing breach of the terms of this Agreement),
(iv) any failure of Service User, its subsidiaries or affiliates, or their respective DOEAs, to observe, fulfill and comply with any duties or obligations of Service User, its subsidiaries or affiliates, or their respective DOEAs, under this Agreement; provided, however, that the foregoing indemnity shall not apply to any such claims, losses, liabilities, damages and expenses to the extent caused by Service Provider's willful misconduct or fraud. The above indemnity includes, but is not limited to any Third Party Claim for: (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water, or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. It is the express intention of the parties hereto that the indemnity provided for in this subsection 9(C), to the extent of the terms hereof, is to include, but not be limited to, indemnity by Service User to indemnify and protect Service Provider, its subsidiaries and affiliates, and their respective DOEAs from the consequences of SERVICE PROVIDER'S, SERVICE PROVIDER'S SUBSIDIARIES' AND AFFILIATES', AND THEIR RESPECTIVE DOEAS' OWN NEGLIGENCE, to the extent that such negligence is the sole, concurring or joint cause of the Third Party Claim.

D. Service Provider shall indemnify and hold harmless Service User, its subsidiaries and affiliates, and their respective DOEAs from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties, injuries, direct or liquidated damages, costs (including costs of defense and investigation) and expenses, including special, incidental, consequential, exemplary, indirect or punitive damages, actually incurred by Service User, its subsidiaries and affiliates, and their respective DOEAs to a third party (including a contractor or agent of Service User, its subsidiaries or affiliates, or their respective DOEAs), to the extent caused by Service Provider's, Service Provider's subsidiaries' and affiliates', and their respective DOEAs' willful misconduct or fraud in connection with the provisions of Services hereunder.

E. Except as expressly set forth in this Agreement, including subsection 9(D) above, Service Provider shall not be liable in any way to Service User, its subsidiaries or affiliates, or their respective DOEAs, for any failure or defect in the supply or character of any Services furnished hereunder by reason of any requirement, act or omission of any public utility or Third Party Supplier to Service User.

F. The provisions of this Section 9 shall survive the expiration or termination of this Agreement.

B. Service Provider shall not be responsible or liable for the provision of the Services by any Third Party Supplier, it being understood that Service User has been granted the opportunity to review all Third Party Agreements. In the event that Service User violates the terms of a Third Party Agreement (including, but not limited to, by its use of the related Service

without proper authorization), Service User shall indemnify Service Provider for all damages incurred by Service Provider as a result of such violation in accordance with the indemnification provisions of this Agreement.

C. In the event that Service Provider suffers damages or increased costs such as the decrease or termination of volume or usage discounts or termination penalties in connection with a Third Party Agreement directly related to Service User's cancellation of its receipt of a Service prior to the relevant Service Termination Date or Service User's decreased demand for such Service in relation to historical levels during its Service term, Service User shall indemnify Service Provider for such damages or costs actually incurred by Service Provider in accordance with the payment provisions contained in Section 4 hereof.

D. At its option and upon reasonable advance notice to Service User, Service Provider shall have the right to cause any Service that it is required to provide hereunder to be provided by any Third Party Supplier that is providing, or may from time to time provide, the same or similar Service for Service Provider unless Service User has provided Service Provider with notice no later than five (5) Business Days after Service User receives notice of such outsourcing of Service that Service User elects not to receive such Service from a Third Party Supplier and instead agrees to the termination of such Service. Service Provider shall remain responsible, in accordance with the terms of this Agreement, for performance of any Service it causes to be so provided.

E. At its option and upon reasonable advance notice to Service User, Service Provider shall have the right to terminate or to fail to renew any Third Party Agreement and contract with another Third Party Supplier to provide the affected Service or, alternatively, to perform such Service itself on terms and conditions no less favorable to Service User, except with respect to the charges of any Third Party Supplier negotiated on an arm's-length basis by Service Provider.

If to Pharmacia:                               Christopher  J. Coughlin
                                               Pharmacia Corporation
                                               100 Route 206 North
                                               Peapack, NJ  07977
                                               Telephone:  (908) 901-8000
                                               Facsimile:  (908) 901-1815

                        with a copy to:        General Counsel
                                               Pharmacia Corporation
                                               100 Route 206 North
                                               Peapack, NJ  07977
                                               Telephone:  (908) 901-8810

                                               Facsimile:  (908) 901-1810

If to Monsanto:                                Terrell K. Crews
                                               Monsanto Company
                                               800 North Lindbergh Boulevard
                                               St. Louis, MO  63167
                                               Telephone:  (314) 694-3770
                                               Facsimile:  (314) 694-8610

                        with a copy to:        General Counsel
                                               Monsanto Company
                                               800 North Lindbergh Boulevard
                                               St. Louis, MO  63167
                                               Telephone:  (314) 694-9322
                                               Facsimile:  (314) 694-6399

or to such other address as either party may have furnished to the other party by a notice in writing delivered in accordance with this Section 13.

negotiated (and fees therefor) as Services hereunder, to add such additional services (and fees therefor) as Services hereunder, to delete such Services or to modify such description(s), whichever is applicable, and, if agreement is reached, such parties shall so amend this Agreement. In addition, within three
(3) months after such date, this Agreement may be amended by mutual agreement of such parties to add or modify Services and fees therefor.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date hereof.

PHARMACIA CORPORATION

By:__________________________
Name:
Title:

MONSANTO COMPANY

By:__________________________
Name:
Title:

Exhibit 10.10

CORPORATE AGREEMENT

THIS CORPORATE AGREEMENT, dated as of September 1, 2000 (this "Agreement"), is by and between Pharmacia Corporation, a Delaware corporation ("Pharmacia"), and Monsanto Company, a Delaware corporation (the "Company"). Certain capitalized terms used herein are defined in Article VIII.

WHEREAS, the Company is currently a wholly-owned subsidiary of Pharmacia, and Pharmacia and the Company contemplate that the Company will make an initial public offering (the "IPO") of a portion of its common stock pursuant to a registration statement on Form S-1 filed under the Securities Act;

WHEREAS, upon consummation of the IPO (the "IPO Closing Date"), Pharmacia will own no less than 80.1% of the shares of Common Stock, par value $.01 per share ("Common Stock"), of the Company outstanding on a Fully Diluted Basis; and

WHEREAS, in connection with the IPO, the parties desire to enter into this Agreement to provide Pharmacia with certain continuing shareholder rights with respect to the Company following the IPO.

NOW, THEREFORE, in consideration of the above premises and mutual agreements set forth in this Agreement and subject to the terms and conditions stated herein, the parties hereby agree as follows:

ARTICLE I

PREEMPTIVE RIGHT

The Company hereby grants to Pharmacia, on the terms and conditions set forth herein, a continuing right, exercisable by Pharmacia, in whole or in part, at any time and from time to time (the "Preemptive Right") to purchase from the Company, at the times set forth herein, such number of shares of Common Stock as is necessary to allow the Pharmacia Entities (as defined in Section 7.3 below) to own in the aggregate no less than 80.1% of the Company's outstanding equity and voting power on a Fully Diluted Basis. The Preemptive Right shall be assignable, in whole or in part and from time to time, by Pharmacia to any Pharmacia Entity. The exercise price for the shares of Common Stock purchased pursuant to the Preemptive Right shall be the volume-weighted average of the prices per share of Common Stock for all trades reported on the New York Stock Exchange, Inc. (the "NYSE") during the 20 consecutive trading days ending on (and including) the trading day immediately prior to the date of delivery of the related notice of exercise of the Preemptive Right by Pharmacia (or its permitted assignee) to the Company, as reported by Bloomberg Financial Markets (or such other source as the parties shall agree in writing), or in the case of any public offering of Common Stock for cash, a price per share equal to the initial public offering price per share in such offering, less underwriting discounts and commissions per share. Consecutive trading days shall mean all regularly

scheduled NYSE trading days, whether or not shares of Common Stock actually trade on such day.

Not fewer than 20 Business Days prior to the issuance of any Equity Securities that would cause the Pharmacia Entities to own less than 80.1% of the Company's outstanding equity or voting power on a Fully Diluted Basis, the Company will notify the chief financial officer or treasurer of Pharmacia in writing delivered by facsimile with telephone confirmation (a "Preemptive Right Notice"). Each Preemptive Right Notice must specify (i) the date on which the Company proposes to issue such Equity Securities (such issuance being referred to herein as an "Issuance Event" and the date of such issuance or event as an "Issuance Event Date"), (ii) the number and type of Equity Securities the Company proposes to issue and the other terms and conditions of such Issuance Event and (iii) the number of shares of Common Stock that Pharmacia would have to purchase in order for the Pharmacia Entities to own 80.1% of the Company's outstanding equity or voting power on a Fully Diluted Basis after giving effect to the proposed issuance of Equity Securities.

The Company shall not take any action that would cause the Pharmacia Entities to own less than 80.1% of the Company's outstanding equity or voting power on a Fully Diluted Basis prior to the 20th Business Day following the receipt by the chief financial officer or treasurer of Pharmacia of a Preemptive Right Notice relating thereto.

The Preemptive Right may be exercised by Pharmacia (or any Pharmacia Entity to which all or any part of the Preemptive Right has been assigned) for a number of shares of Common Stock equal to or less than the number of shares that are necessary for the Pharmacia Entities to maintain, in the aggregate, no less than 80.1% of the Company's outstanding equity and voting power on a Fully Diluted Basis after giving effect to the proposed issuance. The Preemptive Right may be exercised at any time within 10 Business Days after receipt of a Preemptive Right Notice by the delivery to the Company of a written notice to such effect specifying (i) the number of shares of Common Stock to be purchased by Pharmacia, or any of the Pharmacia Entities, and (ii) a calculation of the exercise price for such shares. Upon any such exercise of the Preemptive Right, the Company will, on the Issuance Event Date, deliver to Pharmacia (or any Pharmacia Entity designated by Pharmacia), against payment therefor, certificates (issued in the name of Pharmacia or its permitted assignee hereunder) representing the shares of Common Stock being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately available funds to such account as shall be specified by the Company, by written notice to Pharmacia at least two Business Days prior to such payment date, for the full purchase price for such shares.

The Preemptive Right shall terminate at such time as the aggregate ownership interest of the Company's outstanding equity or voting power by the Pharmacia Entities is less than 80.1% on a Fully Diluted Basis.

ARTICLE II

REGISTRATION RIGHTS

(a) Pharmacia shall have the right, exercisable on multiple occasions from time to time during the term of this Agreement, but together with Unregistered Demands (as defined in Section 3.1(a) below) no more frequently than twice during any twelve-month period, to require the Company to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Common Stock held by the Pharmacia Entities, subject to the restrictions set forth herein; provided that Pharmacia shall not be entitled to make a Demand hereunder unless the Common Stock subject to such Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding. As promptly as practicable after the Company receives from Pharmacia a notice pursuant to this Section 2.1(a) (a "Demand Notice"), demanding that the Company register part or all of the Common Stock held by the Pharmacia Entities for offer and sale under the Securities Act, but in no event later than 30 days after such demand, subject to Section 2.1(b), the Company shall (i) use reasonable best efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as Pharmacia may reasonably deem appropriate and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement. Subject to Section 2.1(b), the Company shall use reasonable best efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Pharmacia for resales of the Applicable Securities for a period ending on the earlier of (i) 120 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by Pharmacia. Subject to Section 2.1(b), the Company shall use reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements to the Registration Statement as may be necessary to maintain the effectiveness of the Registration Statement for such period and to cause the Prospectus forming a part thereof (and any amendments or supplements thereto) to be filed pursuant to Rules 424 and 430A under the Securities Act and/or any successor rules that may be adopted by the Commission, as such rules may be amended from time to time; and comply with the provisions of the Securities Act with respect to the disposition of all Applicable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution thereof, as specified in writing by Pharmacia.

(b) The Company shall have the right to postpone the filing, or delay the effectiveness, of a Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, if the Board of Directors of the Company determines in good faith that (i) based upon the advice of counsel, filing such Registration Statement or causing the Registration Statement to go effective would require disclosure of material nonpublic information concerning a planned or proposed financing, acquisition, disposition, business combination or other similar transaction or other material event involving the Company or its Subsidiaries and (ii) disclosure

at such time would be adverse to the Company or its stockholders; provided that no one such postponement shall exceed 30 days in any six-month period and all such postponements with respect to any Registration Statement shall not exceed 60 days in the aggregate. Any such postponement shall terminate immediately upon public disclosure by the Company or public admission by the Company of such material nonpublic information. The Company shall advise Pharmacia of any such determination as promptly as practicable after such determination.

(c) Pharmacia shall have the right to withdraw any Demand at any time, provided that any such withdrawn Demand after a Registration Statement has been filed shall still be counted as a Demand for determining the frequency of Demands under Section 2.1(a).

(d) In the event that any Registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the lead managing underwriter (book runner) shall be selected by Pharmacia and shall be reasonably acceptable to the Company, and a co-managing underwriter shall be selected by the Company and shall be reasonably acceptable to Pharmacia.

(a) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders a Registration Statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale of Common Stock held by the Pharmacia Entities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to Pharmacia at least 20 Business Days prior to the anticipated filing date of such Registration Statement. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public such number of shares of Common Stock as Pharmacia may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such Registration Statement. Pharmacia shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to Pharmacia of the Intended Offering Notice, if Pharmacia desires to participate in such offering. The Piggy-back Notice shall set forth the number of shares of Common Stock Pharmacia desires to have included in the Registration Statement and offered to the public. Upon the request of the Company, Pharmacia shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering.

(b) In connection with an underwritten offering pursuant to this
Section 2.2, if the managing underwriter or underwriters advise the Company and Pharmacia in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall include in such Registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company proposes to sell, (ii) second, Applicable

Securities requested to be included in such Registration by Pharmacia and (iii) third, other securities requested to be included in such Registration.

(c) The rights of Pharmacia pursuant to Section 2.1 hereof and this
Section 2.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any Registration as to which any right under Section 2.2 may exist at any time and for any reason without liability hereunder. In such event, the Company shall notify Pharmacia to the extent that it has delivered a Piggy-back Notice to the Company to participate therein.

In connection with a Registration Statement, the following provisions shall apply:

(a) Before filing a Registration Statement or the Prospectus included therein, the Company will furnish to Pharmacia and the managing underwriter or underwriters, if any, draft copies of all such documents proposed to be filed at least three (3) days prior to such filing, which documents will be subject to the reasonable review of Pharmacia and the managing underwriter or underwriters, if any, and their respective agents and representatives and (x) the Company will not include in any Registration Statement information concerning or relating to Pharmacia to which Pharmacia shall reasonably object (unless the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be subject), and
(y) the Company will not file any Registration Statement pursuant to Section 2.1 or amendment thereto or any Prospectus or any supplement thereto to which Pharmacia shall reasonably object.

(b) The Company shall furnish to Pharmacia, prior to the time the Registration Statement has been declared effective, a copy of the Registration Statement as initially filed with the Commission, and each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein.

(c) Subject to Section 2.1(b) and in respect of a Registration Statement under Section 2.1, the Company shall use reasonable best efforts to take promptly such action as may be necessary so that (i) each of the Registration Statement and any amendment thereto and the Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case), when it becomes effective, complies in all material respects with the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) each of the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) each of the Prospectus forming part of the Registration Statement, and any amendment or supplement to such Prospectus, does not at any time during the period during which the Company is required to use reasonable best efforts to keep a Registration Statement effective under Section 2.1(a) include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

(d) The Company shall, promptly upon learning thereof, advise Pharmacia and the managing underwriter or underwriters, if any, thereof, of the following, and shall confirm such advice in writing if so requested:

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information with respect to the Registration Statement and Prospectus;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included in the Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(v) following the effectiveness of any Registration Statement, of the happening of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to Pharmacia to suspend the use of the Prospectus until the requisite changes have been made, which instruction Pharmacia agrees to follow).

(e) In respect of a Registration Statement under Section 2.1 (and not Section 2.2), the Company shall use reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any stop order suspending the effectiveness of the Registration Statement at the earliest possible time.

(f) The Company shall furnish to Pharmacia, without charge, at least one copy of the Registration Statement and all post-effective amendments thereto, including financial statements and schedules, and, if Pharmacia so requests in writing, all reports, other documents and exhibits that are filed with or incorporated by reference in the Registration Statement.

(g) The Company shall, during the period during which the Company is required to use reasonable best efforts to keep a Registration Statement continuously effective under Section 2.1(a) or elects to keep a Registration Statement effective under Section 2.2, deliver to Pharmacia without charge, as many copies of the Prospectus (including each

preliminary Prospectus) included in the Registration Statement and any amendment or supplement thereto as Pharmacia may reasonably request, and the Company consents (except during the continuance of any event described in Section 2.1(b) or Section 2.3(d)(v) hereof) to the use of the Prospectus, with any amendment or supplement thereto, by Pharmacia in connection with the offering and sale of the Applicable Securities covered by the Prospectus and any amendment or supplement thereto during such period.

(h) In connection with the rights provided by this Article II, the Company shall, except during any postponement pursuant to Section 2.1(b), make available for inspection by Pharmacia or by any attorney, accountant or other agent retained by Pharmacia (collectively, the "Inspectors") financial and other records and pertinent corporate documents of the Company (collectively, the "Records"), provide the Inspectors with opportunities to discuss the business of the Company with its officers, and provide opportunities to discuss the business of the Company with the independent public accountants who have certified its most recent annual financial statements, in each case to the extent but only to the extent reasonably necessary to enable Pharmacia to conduct a "reasonable investigation" for purposes of Section 11(a) of the Securities Act. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement of a material fact or omission to state a material fact in the Registration Statement, (ii) the disclosure of such Records is required by any court or governmental body with jurisdiction over Pharmacia or the Inspectors or (iii) all of the information contained in such Records has been made generally available to the public . Pharmacia agrees that I will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by any governmental body, promptly give prior notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of those Records deemed confidential.

(i) Prior to any offering of Applicable Securities pursuant to the Registration Statement, the Company shall use reasonable best efforts to (i) register or qualify or cooperate with Pharmacia and its counsel in connection with the registration or qualification of such Applicable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions within the United States as Pharmacia may reasonably request, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for the period during which the Company is required to use reasonable best efforts to keep a Registration Statement continuously effective under Section 2.1(a), and (iii) take any and all other reasonable actions requested by Pharmacia which are necessary to enable the disposition in such jurisdictions of such Applicable Securities; provided, however, that in no event shall the Company be obligated to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Agreement or (2) file any general consent to service of process or subject itself to tax in any jurisdiction where it is not so subject.

(j) The Company shall cooperate with Pharmacia to facilitate the timely preparation and delivery of certificates representing Applicable Securities to be sold pursuant to the Registration Statement, which certificates shall comply with the requirements of any United States securities exchange upon which any Applicable Securities are listed (provided that nothing

herein shall require the Company to list any Applicable Securities on any securities exchange on which they are not currently listed) or the NASD Rules, as applicable, and which certificates shall be free of any restrictive legends and in such permitted denominations and registered in such names as Pharmacia may request in connection with the sale of Applicable Securities pursuant to the Registration Statement.

(k) The Company shall:

(i) make such reasonable representations and warranties in the applicable underwriting agreement to the underwriters, in form, substance and scope as are customary and as are consistent with the representations and warranties made in the underwriting agreement related to the IPO;

(ii) in connection with any underwritten offering, use reasonable best efforts to obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the underwriters) addressed to the underwriters, covering such matters as are customary to the extent reasonably required by the applicable underwriting agreement;

(iii) in connection with any underwritten offering, use reasonable best efforts to obtain "cold comfort" letters and updates thereof from the independent public accountants of the Company (and, if necessary, from the independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to Pharmacia and the underwriters, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings of equity securities;

(iv) in connection with any underwritten offering, use reasonable best efforts to deliver such documents and certificates as may be reasonably requested by Pharmacia and the underwriters, if any, including, without limitation, certificates to evidence compliance with any conditions contained in the underwriting agreement or other agreements entered into by the Company; and

(v) undertake such obligations relating to expense reimbursement, indemnification and contribution as provided in
Section 2.4 and Article IV hereof.

(l) The Company shall comply with all applicable rules and regulations of the Commission and make available to its security holders and earning statement, as soon as reasonably practicable but in no event later than 90 days after the end of the period of twelve months commencing on the first day of any fiscal quarter next succeeding each sale by Pharmacia of Applicable Securities after the date hereof, which earning statement shall cover such twelve-month period and shall satisfy the provisions of Section 11(a) of the Securities Act and may be prepared in accordance with Rule 158 under the Securities Act.

(m) In respect of a Registration Statement under Section 2.1 (and not Section 2.2), the Company shall use reasonable best efforts to take all other steps reasonably necessary to effect the timely registration, offering and sale of the Applicable Securities covered by the Registration Statements contemplated hereby.

The Company shall bear the Registration Expenses in connection with the performance of its obligations under Section 2.1, Section 2.2 and Section
2.3. Pharmacia shall bear all of the fees and expenses of counsel to Pharmacia, any applicable underwriting discounts or commissions, and registration or filing fees with respect to the Applicable Securities being sold by Pharmacia.

(a) The respective agreements and other provisions set forth in this Article II or made pursuant to this Article II shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of Pharmacia, any director, officer or partner of Pharmacia, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any Affiliate of any of the foregoing, and shall survive the registration, offering and sale of the Applicable Securities.

(b) Pharmacia shall cooperate with respect to any Registration effected under this Agreement and shall provide such information, documents, and instruments as may be reasonably requested in connection therewith.

(c) The Company shall use reasonable best efforts to file all reports required to be filed with respect to the Company under Section 13 or
Section 15(d) of the Exchange Act during such time as Pharmacia has rights remaining under this Article II.

ARTICLE III

UNREGISTERED OFFERINGS

(a) Pharmacia shall have the right, exercisable on multiple occasions from time to time during the term of this Agreement, but together with any Demand no more frequently than twice during any twelve-month period, to require the Company to prepare an offering memorandum or similar document, (each, an "Offering Memorandum") (an "Unregistered Demand") in connection with any offer or sale of Common Stock held by the Pharmacia Entities, subject to the restrictions set forth herein, that is not registered under the Securities Act (each, an "Unregistered Offering"); provided that Pharmacia shall not be entitled to make an Unregistered Demand hereunder unless the Common Stock subject to such Unregistered Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding. As promptly as practicable after the Company receives from Pharmacia

a notice pursuant to this Section 3.1(a) (an "Unregistered Notice"), demanding that the Company prepare an Offering Memorandum with respect to part or all of the Common Stock held by the Pharmacia Entities for offer and sale, but in no event later than 30 days after such demand, subjection to Section 3.1(b), the Company shall use reasonable best efforts to prepare such Offering Memorandum.

(b) The Company shall have the right to postpone the preparation or distribution of an Offering Memorandum if the Board of Directors of the Company determines in good faith that (i) based upon the advice of counsel, distributing such Offering Memorandum would require disclosure in the Offering Memorandum of material nonpublic information concerning a planned or proposed financing, acquisition, disposition, business combination or similar transaction or other material event involving the Company and (ii) disclosure at such time would be adverse to the Company or its stockholders; provided that no one such postponement shall exceed 30 days in any six-month period and all such postponements with respect to any Offering Memorandum shall not exceed 60 days in the aggregate. Any such postponement shall terminate immediately upon public disclosure by the Company or public admission by the Company of such material nonpublic information. The Company shall advise Pharmacia of any such determination as promptly as practicable after such determination.

(c) Anything in this Agreement to the contrary notwithstanding, the Company shall not be obligated to prepare any Offering Memorandum or may postpone and delay the preparation and distribution of any Offering Memorandum if the Company shall determine, based on advice of recognized U.S. securities counsel which counsel shall be available to the Pharmacia to discuss the basis of such advice, that the proposed offer and sale of Applicable Securities in Pharmacia's intended method of distribution would require registration under the Securities Act. In making such determination, the Company shall be entitled to take into account any offerings or anticipated offerings by it of its securities that may be deemed a part of the Unregistered Offering. In such event, such proposed Unregistered Offering shall not be counted as an Unregistered Demand for determining the frequency of Unregistered Demands under Section 3.1(a). In addition, Pharmacia shall be entitled to exercise any Piggy-Back Registration rights subject to the terms and conditions of Section 2.2, or alternatively, to require the Company to undertake a Demand subject to the terms and conditions of
Section 2.1.

(d) Pharmacia shall have the right to withdraw any Unregistered Demand at any time, provided that any such withdrawn Unregistered Demand shall still be counted as an Unregistered Demand for determining the frequency of Unregistered Demands under Section 3.1(a).

In connection with an Offering Memorandum, the following provisions shall apply:

(a) Before distributing an Offering Memorandum or any amendments or supplements thereto, the Company will furnish to Pharmacia, and the placement agent or agents, if any, for the Applicable Securities, draft copies of all such documents proposed to be distributed at least three (3) days prior to such distribution, which documents will be subject to

the reasonable review of Pharmacia, the placement agent or agents, if any, for the Applicable Securities, and their respective agents and representatives and
(x) the Company will not include in any Offering Memorandum information concerning or relating to Pharmacia to which Pharmacia shall reasonably object (unless the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be subject), and
(y) the Company will not distribute any Offering Memorandum pursuant to Section 3.1 or any amendment thereto or any supplement thereto to which Pharmacia shall reasonably object;

(b) Subject to Section 3.1(b) and (c) and in respect of an Offering Memorandum under Section 3.1, the Company shall use reasonable best efforts to take promptly such action as may be necessary so that each of the Offering Memorandum and any amendment thereto does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c) The Company shall, promptly upon learning thereof, advise Pharmacia of the following, and shall confirm such advice in writing if so requested:

(i) of the issuance by the Commission of any stop order suspending the use of any Offering Memorandum or the initiation of any proceedings for such purpose;

(ii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Applicable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(iii) of the happening of any event or the existence of any state of facts that requires the making of any changes in the Offering Memorandum so that such Offering Memorandum does not contain an untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (which advice shall be accompanied by an instruction to Pharmacia to suspend the use of the Offering Memorandum until the requisite changes have been made, which instruction Pharmacia agrees to follow).

(d) The Company shall furnish to Pharmacia, without charge, at least one copy of the Offering Memorandum and all amendments and supplements thereto, including financial statements and schedules, and, if Pharmacia so requests in writing, all reports, other documents and exhibits that are filed with or incorporated by reference in the Offering Memorandum.

(e) During the distribution of the Offering Memorandum pursuant to
Section 3.1, the Company shall deliver to Pharmacia without charge as many copies of the Offering Memorandum and any amendment or supplement thereto as Pharmacia may reasonably request, and the Company consents (except during the continuance of any event described in Section 3.1(b), Section 3.1(c) or Section 3.2(c)(iii) hereof) to the use of the Offering Memorandum, with any amendment or supplement thereto, by Pharmacia in connection with the offering and sale of

the Applicable Securities covered by the Offering Memorandum and any amendment or supplement thereto during such distribution period.

(f) Prior to any offering of Applicable Securities pursuant to the Offering Memorandum, the Company shall use reasonable best efforts to (i) qualify or cooperate with Pharmacia and its counsel in connection with the qualification of such Applicable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions in the United States as Pharmacia may reasonably request, (ii) keep such qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for the period during which the Company is required to use reasonable best efforts to prepare an Offering Memorandum under Section 3.1(a), and (iii) take any and all other reasonable actions requested by Pharmacia which are necessary to enable the disposition in such jurisdictions of such Applicable Securities; provided, however, that in no event shall the Company be obligated to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Agreement or (2) file any general consent to service of process or subject itself to tax in any jurisdiction where it is not so subject.

(g) The Company shall cooperate with Pharmacia to facilitate the timely preparation and delivery of certificates representing Applicable Securities to be sold pursuant to the Offering Memorandum, which certificates shall comply with the requirements of any United States securities exchange upon which any Applicable Securities are listed (provided that nothing herein shall require the Company to list any Applicable Securities on any securities exchange on which they are not currently listed) or the NASD Rules, as applicable, and which certificates shall contain customary legends and be in such permitted denominations and registered in such names as Pharmacia may request in connection with the sale of Applicable Securities pursuant to the Offering Memorandum.

(h) The Company shall use reasonable best efforts to make such reasonable representations and warranties in the applicable placement agency agreement to the placement agents, in form, substance and scope as are customary.

(i) In connection with any Unregistered Offering pursuant to Rule 144A under the Securities Act, the Company shall, to the extent customary in connection with transactions comparable to such Unregistered Offering, undertake to enter into a registration rights agreement containing customary terms and conditions with the purchasers in such Unregistered Offering.

(j) In respect of an Offering Memorandum under Section 3.1, the Company shall use reasonable best efforts to take all other steps reasonably necessary to effect the timely distribution, offering and sale of the Applicable Securities covered by the Offering Memorandum contemplated hereby.

(a) The respective agreements and other provisions set forth in this Article III or made pursuant to this Article III shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of Pharmacia, any

director, officer or partner of Pharmacia, any placement agent, any director, officer or partner of such placement agent, or any Affiliate of any of the foregoing, and shall survive the distribution, offering and sale of the Applicable Securities.

(b) Pharmacia shall cooperate with respect to any Offering Memorandum effected under this Agreement and shall provide such information, documents, and instruments as may be reasonably requested in connection therewith.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

Upon the effectiveness of the Registration of Applicable Securities pursuant to Section 2.1 or Section 2.2, or the distribution of the Offering Memorandum pursuant to Section 3.1, the Company shall indemnify and hold harmless Pharmacia and each underwriter, selling agent or placement agent, and their respective officers and directors and each Person who controls Pharmacia or such underwriter, selling agent or placement agent within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes referred to as an "Indemnified Person") from and against any losses, claims, damages or liabilities, joint or several (or actions in respect thereof), to which such Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any Prospectus contained therein) or Offering Memorandum, as the case may be, under which such Applicable Securities are registered under the Securities Act or distributed, respectively, or furnished by the Company to any Indemnified Person, or any amendment or supplement thereto in each case relating to the sale of Applicable Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company hereby agrees to reimburse such Indemnified Person for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof) as such expenses are incurred; provided, however, that (i) the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus or Offering Memorandum, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein;
(ii) the Company shall not be liable to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (a) the use of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired, or (b) the use of any Prospectus after such time as the Company has advised Pharmacia in writing that a post-effective amendment or supplement thereto is required, except such Prospectus as so amended or supplemented.

Pharmacia agrees, as a consequence of the inclusion of Applicable Securities in such Registration Statement or Offering Memorandum, to (i) indemnify and hold harmless the Company and its directors and officers and each Person, if any, who controls the Company, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities (or actions in respect thereof) to which the Company or such other Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, Prospectus or Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Pharmacia expressly for use therein, and (ii) subject to the limitation set forth immediately preceding this clause (ii), reimburse the Company for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred.

Promptly after receipt by any Person entitled to indemnity (an "Indemnitee") under Section 4.1 or Section 4.2 hereof of notice of the commencement of any action or claim, such Indemnitee shall, if a claim in respect thereof is to be made against an indemnitor (an "Indemnitor") under this Article IV, notify such Indemnitor in writing of the commencement thereof, but any omission or delay in notifying the Indemnitor shall not relieve it from any liability which it may have to any Indemnitee except to the extent of any actual prejudice. In case any such action shall be brought against any Indemnitee, it shall notify an Indemnitor of the commencement thereof, such Indemnitor shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnitor similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, and, after notice from the Indemnitor to such Indemnitee of its election so to assume the defense thereof, such Indemnitor shall not be liable to such Indemnitee under this Article IV for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee, in connection with the defense thereof. No Indemnitor shall, without the prior written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnitee.

Notwithstanding the foregoing, an Indemnitee shall have the right to employ separate counsel reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than as provided in (3) below) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (1) the Indemnitor has agreed to pay such fees and expenses; (2) the Indemnitor shall have failed after notice to assume the defense of such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnitee and the Indemnitor or any of its Affiliates or controlling persons, and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnitee and the Indemnitor (or such Affiliate or controlling person) and in the case of (3), the Indemnitee shall have the right to control the Indemnitee's defense and in each of the cases, if such Indemnitee notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the Indemnitor; it being understood, however, that the Indemnitor shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such Indemnitees, which firm shall be designated by the Indemnitee that had the largest number of shares included in the applicable Registration Statement. An Indemnitor shall not be liable for any settlement of an action effected without its written consent.

If the indemnification provided for in this Article IV is unavailable to or insufficient to hold harmless an Indemnitee under Section 4.1 or Section 4.2 hereof in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnitor shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnitor and the Indemnitee in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnitor and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnitor or by such Indemnitee, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined solely by pro rata allocation (even if Pharmacia or any underwriters, selling agents or placement agents or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4.4. The amount paid or payable by an Indemnitee as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of Pharmacia, the Company and any underwriters, selling agents or placement agents in this Section 4.4 to contribute shall be

several in proportion to the number of Applicable Securities registered or underwritten or sold, as the case may be, by them and not joint.

Notwithstanding any other provision of this Section 4.4, Pharmacia shall not be required to contribute any amount in excess of the amount by which the net proceeds received by Pharmacia from the sale of Common Stock pursuant to a Registration Statement or Offering Memorandum exceeds the amount of damages which Pharmacia has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(a) The obligations of the Company under this Article IV shall be in addition to any liability that it may otherwise have and shall extend, upon the same terms and conditions, to each Indemnified Person; and the obligations of Pharmacia and any agents or underwriters contemplated by this Article IV shall be in addition to any liability that Pharmacia or its respective agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act.

(b) The indemnities set forth in this Article IV or made pursuant to this Article IV shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of Pharmacia, any director, officer or partner of Pharmacia, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any Affiliate of any of the foregoing, and shall survive the registration, offering and sale of the Applicable Securities.

ARTICLE V

AUDITING PRACTICES

Each party agrees that, for so long as Pharmacia is required or permitted in accordance with U.S. generally accepted accounting principles to consolidate the Company's results of operations and financial position in Pharmacia's financial statements:

Subject to requirements of law, the Company shall not select a different accounting firm than Deloitte & Touche LLP to serve as its (and its Subsidiaries') independent certified public accountants (the "Monsanto Auditors") for purposes of providing an opinion on its financial statements without Pharmacia's prior written consent.

The Company shall use its reasonable best efforts to enable the Monsanto Auditors to complete their audit such that they will date their opinion on the Company's audited

annual financial statements on the same date that Pharmacia's independent certified public accountants (the "Pharmacia Auditors") date their opinion on Pharmacia's audited annual financial statements, and to enable Pharmacia to meet its timetable for the printing, filing and public dissemination of Pharmacia's annual financial statements. The Company shall use its reasonable best efforts to enable the Monsanto Auditors to complete their quarterly review procedures on the Company's quarterly financial statements on the same date that the Pharmacia Auditors complete their quarterly review procedures on Pharmacia's quarterly financial statements.

The Company shall provide to Pharmacia on a timely basis all information that Pharmacia reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Pharmacia's annual and quarterly financial statements. Without limiting the generality of the foregoing, the Company will provide all required financial information with respect to the Company and its Subsidiaries to the Monsanto Auditors in a sufficient and reasonable time and in sufficient detail to permit the Monsanto Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the Pharmacia Auditors with respect to financial information to be included or contained in Pharmacia's annual and quarterly financial statements.

The Company shall authorize the Monsanto Auditors to make available to the Pharmacia Auditors both the personnel who performed or will perform the annual audits and quarterly reviews of the Company's financial statements and work papers related to the annual audits and quarterly reviews of the Company's financial statements, in all cases within a reasonable time prior to the Monsanto Auditors' opinion date, so that the Pharmacia Auditors are able to assure the coordination of their activities with those of the Monsanto Auditors in order to achieve a proper review of matters affecting the consolidating or combining of accounts in Pharmacia's financial statements, all within sufficient time to enable Pharmacia to meet its timetable for the printing, filing and public dissemination of Pharmacia's annual and quarterly statements.

The Company shall provide Pharmacia's internal auditors and their designees access to the Company's and its Subsidiaries' books and records so that Pharmacia may conduct reasonable audits relating to the financial statements provided by the Company pursuant hereto as well as to the internal accounting controls and operations of the Company and its Subsidiaries.

The Company shall give Pharmacia as much prior notice as reasonably practical of any proposed significant changes in its accounting estimates or accounting principles from those in effect on the Separation Date (as defined in the Separation Agreement, dated as of the date hereof, between Pharmacia and the Company). The Company will consult with Pharmacia

and, if requested by Pharmacia, the Company will consult with the Pharmacia Auditors with respect thereto.

ARTICLE VI

OTHER COVENANTS

The Company hereby covenants and agrees that, for so long as the Pharmacia Entities own at least 50% of the outstanding shares of Common Stock, the Company shall not, without the prior written consent of Pharmacia (which it may withhold in its sole and absolute discretion), take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the law of any state, which has the effect, directly or indirectly, of restricting or limiting the ability of Pharmacia to freely sell, transfer, assign, pledge or otherwise dispose of shares of Common Stock or would restrict or limit the rights of any transferee of Pharmacia as a holder of Common Stock. Without limiting the generality of the foregoing, the Company shall not, without the prior written consent of Pharmacia (which it may withhold in its sole and absolute discretion), (i) adopt or thereafter amend, supplement, restate, modify or alter any stockholder rights plan in any manner that would result in (a) the ownership of Common Stock by Pharmacia causing the rights thereunder to detach or become exercisable and/or (b) Pharmacia and its transferees not being entitled to the same rights thereunder as other holders of Common Stock or (ii) take any action, or take any action to recommend to its stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Pharmacia as a stockholder of the Company in a manner not applicable to the Company's stockholders generally without regard to the number of shares of Common Stock held by such stockholders.

The Company agrees that it shall refrain from taking, and shall cause its Subsidiaries not to take, any actions that could adversely affect Pharmacia's ability to account for its recent merger, consummated pursuant to the Agreement and Plan of Merger, dated as of December 19, 1999 and amended as of February 18, 2000, among Monsanto Company, MP Sub, Incorporated and Pharmacia & Upjohn, Inc., as a pooling of interests in accordance with U.S. generally accepted accounting principles and applicable securities regulations.

The Company shall not enter into any agreement with any holder or prospective holder of any Equity Securities of the Company that would allow such holder or prospective holder to include such Equity Securities in any Registration Station filed pursuant to Section 2.1 hereof, unless, under the terms of such agreement, such holder or prospective holder may include such Equity Securities in any such Registration Statement only to the extent that their inclusion would not reduce the amount of the Applicable Securities of Pharmacia included therein.

ARTICLE VII

MISCELLANEOUS

The term of Article II and Article III shall extend from the date hereof to the first date on which the Pharmacia Entities cease to hold in the aggregate at least 5% of the Company's outstanding equity and voting power on a Fully Diluted Basis and may not be terminated prior to such date without the consent of the parties hereto.

Each of the parties hereto recognizes and acknowledges that a breach by a party or by any assignee thereof of any covenants or other commitments contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

No party to this Agreement may assign this Agreement, nor any of its rights or obligations under this Agreement, without the prior written consent of the other parties hereto, and any such purported assignment shall be null and void, except that the rights and obligations of Pharmacia under this Agreement may be assigned by Pharmacia without the consent of the Company to (i) a wholly-owned Subsidiary of Pharmacia (other than the Company and its Subsidiaries), (ii) an entity owning all of the capital stock of Pharmacia or
(iii) a wholly-owned Subsidiary of an entity owning all of the capital stock of Pharmacia (other than the Company and its Subsidiaries) (collectively, the "Pharmacia Entities").

Each party shall provide (at the expense of the requesting party) such further documents or instruments reasonably requested by any other party as may be necessary or desirable to effect the purpose and intention of this Agreement and carry out its provisions.

All notices, requests, claims, demands and other communications hereunder shall be given in accordance with Section 10.06 of the Separation Agreement, except as otherwise expressly provided in this Agreement.

The rights and restrictions contained in this Agreement with respect to Common Stock apply to all Common Stock held on the date hereof by Pharmacia and any Common Stock acquired in the future by any Pharmacia Entity whether by purchase, exchange, reclassification, reorganization, stock split, dividend, any other change in the Company's capital structure or otherwise.

This Agreement may be amended, superseded, cancelled, renewed or extended, and the terms hereof may be waived only by a written instrument signed by the parties or in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof except as expressly provided herein. No waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to any conflict of laws principles). The parties hereto unconditionally and irrevocably agree and consent to the exclusive jurisdiction of the United States District Court and the courts of the State of New York located in the County of New York, State of New York, and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and further agree not to commence any such action, suit or proceeding except in any such court. Each party irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or relating to this Agreement or the transactions contemplated hereby which is instituted in any such court.

Except for Indemnitees (which are intended third party beneficiaries of this Agreement) and as otherwise expressly provided herein, there shall be no third party beneficiaries hereto. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective legal successors and permitted assigns of the parties hereto.

This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall

together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties.

The headings in the Agreement are for reference only, and shall not affect the interpretation of this Agreement.

It is the intention of the parties that if any portion of this Agreement shall be deemed unenforceable, the remaining portions shall be valid and enforceable.

Time is of the essence for each and every provision of this Agreement.

ARTICLE VIII

DEFINITIONS

Any capitalized terms that are used in this Agreement but not defined herein shall have the meanings set forth in the Separation Agreement, and, as used herein, the following terms shall have the following meanings:

(a) "Affiliate" or "Affiliates" as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with that Person. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

(b) "Applicable Securities" means in relation to a Registration Statement the Common Stock identified in the related Demand Notice or Piggy-back Notice and, in relation to an Offering Memorandum, the Common Stock identified in the related Unregistered Demand Notice.

(c) "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions located in the States of Delaware, Missouri, New Jersey or New York are authorized or obligated by law or executive order to close.

(d) "Commission" means the Securities and Exchange Commission.

(e) "Equity Securities" means all classes of equity securities of the Company, and any options or other securities exercisable for, convertible into or exchangeable for the Company's equity securities.

(f) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(g) "Fully Diluted Basis" means the number of shares of all classes of equity securities of the Company that would be outstanding assuming the exercise or conversion of all outstanding options and securities exercisable for, convertible into or exchangeable for the Company's equity securities.

(h) "Person" means and includes natural persons, corporations, limited partnerships, LLCs, general partnerships, joint stock companies, joint ventures, associations, companies, trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

(i) "Prospectus" means the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A under the Securities Act or any successor rule thereto) included in a Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Applicable Securities covered by a Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

(j) "Registration" means a registration under the Securities Act effected pursuant to Section 2.1 or Section 2.2.

(k) "Registration Expenses" means all expenses incident to the Registration of Common Stock pursuant to this Agreement, including, without limitation, National Association of Securities Dealers, Inc. fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "comfort" letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of Common Stock being registered, but excluding fees and disbursements of counsel retained by Pharmacia, premiums and other costs of policies of insurance obtained by Pharmacia or its agents or underwriter against liabilities arising out of the public offering of the Common Stock being registered, all underwriting discounts and commissions and transfer taxes, if any, and registration and filing fees relating to the Common Stock being registered.

(l) "Registration Statement" means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2.1 or Section 2.2, including the Prospectus contained therein, any amendments and supplements to such

registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

(m) "Securities Act" means the Securities Act of 1933, as amended.

(n) "Subsidiary" means any corporation, association partnership, limited partnership, limited liability partnership, limited liability company, business trust or other business entity of which 50% or more of the total voting power of shares of stock entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the date first above written.

MONSANTO COMPANY

Title:

PHARMACIA CORPORATION