1 MONSANTO COMPANY Medium-Term Notes, Series D Distribution Agreement ----------------------Distribution Agreement • January 23rd, 1998 • Monsanto Co • Chemicals & allied products • New York
AMONGMerger Agreement • May 15th, 1998 • Monsanto Co • Chemicals & allied products • Delaware
EXHIBIT 1.1 MONSANTO COMPANY COMMON STOCK UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 14th, 1998 • Monsanto Co • Chemicals & allied products • New York
R E C I T A L S ---------------Rights Agreement • August 3rd, 1998 • Monsanto Co • Chemicals & allied products • Delaware
FIRST AMENDMENT TO SEPARATION AGREEMENT This FIRST AMENDMENT TO SEPARATION AGREEMENT, dated as of July 1, 2002 (this "First Amendment"), by and between Pharmacia Corporation, a Delaware corporation ("Pharmacia"), and Monsanto Company, a Delaware...Separation Agreement • August 13th, 2002 • Pharmacia Corp /De/ • Chemicals & allied products • Delaware
EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between Monsanto Company, a Delaware corporation (the "Company"), and ___________________ (the "Executive"), dated as of the _____ day of ___________, _______. The Board of Directors of the...Employment Agreement • January 21st, 2000 • Monsanto Co • Chemicals & allied products • Delaware
Exhibit 4.3 MONSANTO COMPANY $500,000,000 Notes due 2001 $600,000,000 Notes due 2005 $200,000,000 Notes due 2008 $500,000,000 Debentures due 2018 $700,000,000 Debentures due 2028 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 1999 • Monsanto Co • Chemicals & allied products • New York
EXHIBIT 1.2 MONSANTO COMPANY 6.5% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS (STATED AMOUNT $40 PER UNIT) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 14th, 1998 • Monsanto Co • Chemicals & allied products • Delaware
betweenRegistration Rights Agreement • May 15th, 1998 • Monsanto Co • Chemicals & allied products • Delaware
among MONSANTO COMPANY,Merger Agreement • April 2nd, 1997 • Monsanto Co • Chemicals & allied products • Delaware
ANDPledge Agreement • November 18th, 1998 • Monsanto Co • Chemicals & allied products • New York
Exhibit 4.1 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment"), dated as of July 12, 2002, between PHARMACIA CORPORATION, a Delaware corporation (the "Company") and MELLON INVESTOR SERVICES LLC, a New Jersey limited...Rights Agreement • July 16th, 2002 • Pharmacia Corp /De/ • Chemicals & allied products • New York
Exhibit 2 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated as of May 8, 1998 (this "Agreement"), among Monsanto Company, a Delaware corporation ("Parent"), and the voting trustees, individually and in his or her capacity as such voting...Stockholders Agreement • May 11th, 1998 • Monsanto Co • Chemicals & allied products • Delaware
TO THE FIRST NATIONAL BANK OF CHICAGO as Trustee INDENTUREIndenture • December 14th, 1998 • Monsanto Co • Chemicals & allied products • New York
TOIndenture • December 14th, 1998 • Monsanto Co • Chemicals & allied products • New York
AND EQUISERVE TRUST COMPANY N.A. RIGHTS AGENTRights Agreement • December 30th, 1999 • Monsanto Co • Chemicals & allied products • Delaware
EXHIBIT 1 MONSANTO COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 6th, 1998 • Monsanto Co • Chemicals & allied products • New York
i 3 ARTICLE 2 Election of Monsanto Directors; Corporate Governance Provisions in Certificate of Incorporation and Bylaws. . . 7 2.1 Monsanto Directors. . . . . . . . . . . . . . . . . 7 2.2 Amendment of Bylaws . . . . . . . . . . . . . . . . 7 2.3...Stockholders' Agreement • May 15th, 1998 • Monsanto Co • Chemicals & allied products • Delaware
May 24, 2001 Miravant Medical Technologies, 336 Bollay Drive, Santa Barbara, California 93117, Attention: Gary S. Kledzik. We refer to (i) that certain Warrant Agreement, dated as of February 18, 1999 (the "WARRANT AGREEMENT"), between Miravant...Warrant Agreement • June 1st, 2001 • Pharmacia Corp /De/ • Chemicals & allied products
Exhibit (c)(2) STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated as of May 8, 1998 (this "Agreement"), among Monsanto Company, a Delaware corporation ("Parent"), and the voting trustees, individually and in his or her capacity as such voting...Stockholders Agreement • May 15th, 1998 • Monsanto Co • Chemicals & allied products • Delaware
Form of Employment Agreement for Executive Officers, Pursuant to Resolutions Adopted by Monsanto Company Board of Directors on April 25, 1997 EMPLOYMENT AGREEMENT AGREEMENT by and between Monsanto Company, a Delaware corporation (the "Company"), and...Employment Agreement • November 14th, 1997 • Monsanto Co • Chemicals & allied products • Delaware
AMONG PFIZER INC.,Merger Agreement • July 16th, 2002 • Pharmacia Corp /De/ • Chemicals & allied products • New York
AMONGMerger Agreement • June 1st, 1998 • Monsanto Co • Chemicals & allied products • Delaware
1 STOCK PURCHASE AGREEMENT Agreement dated as of September 27, 1996 between Monsanto Company, a Delaware corporation ("Monsanto"), and Calgene, Inc., a Delaware corporation ("Calgene"). In consideration of the mutual promises and covenants contained...Stock Purchase Agreement • November 15th, 1996 • Monsanto Co • Chemicals & allied products • Delaware
PAGE ---- Section 1.1 The Merger.................................................. A-2 Section 1.2 Closing..................................................... A-2 Section 1.3 Effective Time.............................................. A-2 Section...Merger Agreement • April 13th, 2000 • Pharmacia Corp /De/ • Chemicals & allied products • Delaware
ANDPurchase Contract Agreement • May 6th, 1998 • Monsanto Co • Chemicals & allied products • New York
EXHIBIT 10 (17) AMENDMENT NO. 1 TO AGREEMENT BETWEEN PHARMACIA CORPORATION (FORMERLY NAMED MONSANTO COMPANY) AND ROBERT B. SHAPIRO DATED DECEMBER 19, 1999 This Amendment No. 1 dated as of January 25, 2001 to the Agreement between Pharmacia Corporation...Amendment to Agreement • March 26th, 2001 • Pharmacia Corp /De/ • Chemicals & allied products
EXECUTION COPY AMENDMENT TODistribution Agreement • August 13th, 2002 • Pharmacia Corp /De/ • Chemicals & allied products • Delaware
and MELLON INVESTOR SERVICES LLC Rights AgentRights Agreement • March 21st, 2001 • Pharmacia Corp /De/ • Chemicals & allied products • New York
EXHIBIT 4.8 ------------------------------------------------------------------- ------------- [DEBT SECURITIES] [SERIES __ PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARES] WARRANT AGREEMENT dated as of ________ __, ____ between MONSANTO COMPANY and...Warrant Agreement • May 6th, 1998 • Monsanto Co • Chemicals & allied products • New York
Exhibit 2.3 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 19, 1999 (the "Agreement"), by and between Pharmacia & Upjohn, Inc., a Delaware corporation ("Issuer"), and Monsanto Company, a Delaware corporation ("Grantee"). WHEREAS,...Stock Option Agreement • December 29th, 1999 • Monsanto Co • Chemicals & allied products • Delaware
Exhibit 1 Joint Filing Agreement ---------------------- In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including...Joint Filing Agreement • September 29th, 1997 • Monsanto Co • Chemicals & allied products
BY AND BETWEEN MONSANTO COMPANY, A DELAWARE CORPORATION, AND SOLUTIA INC., A DELAWARE CORPORATIONDistribution Agreement • September 16th, 1997 • Monsanto Co • Chemicals & allied products • Delaware
AMENDMENTAmendment • April 2nd, 1997 • Monsanto Co • Chemicals & allied products
ANDCall Option Agreement • December 14th, 1998 • Monsanto Co • Chemicals & allied products • New York
