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Monsanto Company (MON) To Acquire Selected Agricultural Genomics Assets From Icoria, Inc. (ICOR)

10/19/2005 5:13:06 PM

RESEARCH TRIANGLE PARK, N.C. and ST. LOUIS, March 24 /PRNewswire- FirstCall/ -- Today, Monsanto Company and Icoria, Inc. announced that Monsanto has acquired selected agricultural assets of biotechnology research company Icoria for $6.75 million in cash, installment and milestone payments, plus additional considerations.

The transaction closed yesterday, with the transition to be fully implemented by May 9, 2005.

The acquired assets are related to the field of transgenic traits for agriculture, which has been the focus of research conducted under an existing six-year, $55-million agreement signed in 1999 between Monsanto and Icoria, formerly Paradigm Genetics. Under this agreement, Icoria analyzed genes in its Arabidopsis thaliana GeneFunction Factory(TM) platform. Icoria met virtually all of the financial milestones under this agreement, and many genes have moved into Monsanto's corn and soybean research-and-development (R&D) testing pipeline. Such genes may affect valuable agronomic traits, such as increased growth rates and stress resistance.

By acquiring those assets of Icoria that are focused on agriculture-related functional genomics and transgenic applications, Monsanto gains exclusive access to Icoria's advanced discovery platform. In addition, Monsanto will assume occupancy and lease obligations for a building in Icoria's research facility in Research Triangle Park, N.C., in which Icoria has conducted its GeneFunction Factory(TM) research. Monsanto will offer jobs to a large portion of Icoria's skilled workforce currently involved in the agriculture-based functional genomics program.

"Over the past five years, Icoria's contributions in functional genomics have been an important part of Monsanto's industry-leading R&D program," said Stephen Padgette, Ph.D., vice president of biotechnology for Monsanto. "Today's announced transaction allows us to bring Icoria's valuable capabilities in-house, contributing to Monsanto's ability to identify and develop new genes for crop products in areas like agronomic traits, enhanced nutritional content and improved yield properties."

Icoria will use proceeds from the sale to accelerate development of its health care business and to fund an internal drug and diagnostics discovery program focused on diabetes, obesity and other metabolic disorders.

"The sale of these assets, the reduction of our headcount by more than a third and the assignment of our remaining five-year lease on our agricultural research facility reduces our expenses dramatically without significantly reducing Icoria's ability to generate revenue," said Heinrich Gugger, Ph.D., president and CEO of Icoria. "It also allows Icoria to aggressively pursue its health care strategy."

About Icoria

Icoria, Inc. is a biotech company that uses gene expression, metabolomics and tissue feature profiling to identify biomarkers to accelerate drug discovery. In addition to its internal drug discovery program, the company provides services to clients in the pharmaceutical, biotech, agriculture, academic and public health research sectors, and has major contracts with the National Institute of Environmental Health Sciences and Pioneer Hi-Bred International (a subsidiary of DuPont). Icoria also has a major grant from the National Institute of Standards & Technology's Advanced Technology Program. For more information, visit .

About Monsanto

Monsanto Company is a leading global provider of technology- based solutions and agricultural products that improve farm productivity and food quality. For more information, please visit the company's Web site at .

This press release contains forward-looking statements including but not limited to Icoria's expectations for the sale of its agriculture business and its drug development program. Such forward-looking statements are based on management's current expectations and are subject to a number of risks, factors and uncertainties that may cause actual results, events and performance to differ materially from those referred to in the forward-looking statements. These risks, factors and uncertainties include, but are not limited to, Icoria's early stage of development, history of net losses, technological and product development uncertainties, reliance on research collaborations, uncertainty of additional funding and ability to protect its patents and proprietary rights. Certain of these and other risks are identified in Icoria's annual report on Form 10-K for the year ended December 31, 2003 and in its quarterly report on Form 10-Q for the quarter ended September 30, 2004, each filed with the Securities and Exchange Commission. The Company does not intend to update any of the forward-looking statements after the date of this release to conform these statements to actual results or to changes in our expectations, except as may be required by law.

Icoria, Inc.; Monsanto Company

CONTACT: Media/Public Relations: Icoria, Inc., +1-919-425-2999; or BryanHurley of Monsanto Company, +1-314-694-8387

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