ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 29th, 2005 • Icoria, Inc. • Services-commercial physical & biological research
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 23, 2005, by and among MONSANTO COMPANY, a Delaware corporation (“Buyer”), and ICORIA, INC., a Delaware corporation (“Seller”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 29th, 2005 • Icoria, Inc. • Services-commercial physical & biological research • North Carolina
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment Agreement”) is made as of the day of March, 2005, by and between ARE-108 ALEXANDER ROAD, LLC (formerly known as ARE-104 ALEXANDER ROAD, LLC), a Delaware limited liability company (“Landlord”), ICORIA, INC. (formerly known as Paradigm Genetics, Inc.), a Delaware corporation (“Tenant”), and MONSANTO COMPANY, a Delaware corporation (“New Tenant”).
MODIFICATION AGREEMENTModification Agreement • March 29th, 2005 • Icoria, Inc. • Services-commercial physical & biological research • New York
Reference is hereby made to (i) that certain Securities Purchase Agreement dated as of October 19, 2004, between Icoria, Inc. (the “Company”) and Laurus Master Fund, Ltd. (the “Purchaser”) (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”) and (ii) that certain Master Security Agreement dated as of October 19, 2004 between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”). Pursuant to the Master Security Agreement, the Company granted to the Purchaser a security interest in the “Collateral” (as defined in the Master Security Agreement). Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings respectively ascribed to them in the Securities Purchase Agreement or the Master Security Agreement, as applicable.
