ASSET PURCHASE AGREEMENT

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).

RECITALS

A. Buyer desires to purchase the Assets (as hereinafter defined) and assume the Assumed Liabilities (as hereafter defined), on the following terms and conditions.

B. Seller desires to sell the Assets and assign the Assumed Liabilities to Buyer, on the following terms and conditions.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants, representations, warranties, conditions and agreements hereinafter expressed, the parties agree as follows:

ARTICLE I

DEFINITIONS

Unless otherwise defined herein, for purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Article I:

1A Facilities means Sellers leased Facilities relating to the office and laboratory at 108 Alexander Drive, Research Triangle Park, North Carolina.

1B Facilities means Sellers leased Facilities relating to the greenhouse at 108 Alexander Drive, Research Triangle Park, North Carolina.

1B Lease means that certain Lease Agreement [Phase 1B: Greenhouse], dated April 3, 2000, by and between ARE, as landlord, and Seller [f/k/a Paradigm Genetics, Inc., relating to the 1B Facilities.

1B Lease Amendment shall have the meaning set forth in Section 5.1.4(b).

1B Lease Assignment shall have the meaning set forth in Section 2.7(a)(iii).

Access Agreement shall have the meaning set forth in Section 2.7(a)(vi), pursuant to which Seller shall grant to Buyer access to the 1B Facilities, the 1A Facilities and certain retained equipment (as specified therein) to Buyer.

Ag Employees shall have the meaning set forth in Section 7.2(a).

Appurtenances means all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land provided for under the 1B Lease, including all easements appurtenant to and for the benefit of any Land (a Dominant Parcel) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being

used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

Acquired Assets shall have the meaning set forth in Section 2.1.

ARE means ARE-108 Alexander Road, LLC, a Delaware limited liability company, as landlord under the 1B Lease.

Assumed Liabilities shall have the meaning set forth in Section 2.3(a).

Best Efforts means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as reasonably possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a material adverse change in the benefits to such Person under this Agreement and the Contemplated Transactions or to dispose of or make any change to its business, expend any material funds or incur any other material burden.

Breach means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

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