EXHIBIT 2.1

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CONTENTS

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THIS AGREEMENT is made 31 March 2008

BETWEEN:

(1)                                  DELHI B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands whose registered office is in Bergschenhoek, the Netherlands, and whose principal office is at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered in the Dutch Commercial register under number 27316042 (the Seller); and

(2)                                  MONSANTO COMPANY, a Delaware corporation, whose registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (the Purchaser).

WHEREAS:

(A)                              The Seller is the owner of all the issued and outstanding shares in the capital of ▇▇ ▇▇▇▇▇▇ Seeds Group (as defined hereinafter) and ▇▇ ▇▇▇▇▇▇ Seeds Group is the direct or indirect owner of the issued and outstanding shares in the capital of the Subsidiaries (as defined hereinafter).

(B)                                Allegretto B.V. and Stichting Belangen ▇▇ ▇▇▇▇▇▇, both affiliates of the Seller, are the owners of all the issued and outstanding shares in the capital of ▇▇ ▇▇▇▇▇▇ Vastgoed (as defined hereinafter).

(C)                                The ▇▇ ▇▇▇▇▇▇ Seeds group of companies and the Monsanto group of companies are both engaged in the processing, breeding, production and sale of seeds for farming.

(D)                               The Seller wishes to sell and the Purchaser wishes to purchase the Businesses (as defined hereinafter) by means of a sale and purchase free of any Encumbrance (as defined hereinafter) of all the issued and outstanding shares in the capital of ▇▇ ▇▇▇▇▇▇ Seeds Group and ▇▇ ▇▇▇▇▇▇ Vastgoed on the terms set out in this agreement.

(E)                                 The Seller and the Purchaser have complied with the provisions of the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit Fusiegedragsregels 2000 ter bescherming van de belangen van werknemers), the Works Council Act (Wet op de Ondernemingsraden) and similar laws and regulations in other relevant jurisdictions.

(F)                                 ▇▇ ▇▇▇▇▇▇ Seeds has prepared the Data Room (as defined hereinafter) containing information (excluding the Sensitive Due Diligence Information (as defined hereafter)) concerning the Shares, the Properties, the Companies, the Subsidiaries and the Businesses. The Purchaser and representatives of the Purchaser were given access to the Data Room for the purposes of reviewing such information (excluding the Sensitive Due Diligence Information), were given the opportunity to attend and participate in management presentations and interviews, and were allowed to submit questions during such review. Certain professional advisors of the Purchaser were, subject to a duty of confidentiality to the Purchaser, given access to the Sensitive Due Diligence Information for the purpose of reviewing such information and were allowed to submit questions during such review, which questions were answered.

IT IS AGREED as follows:

1.                                      INTERPRETATION

1.1                                 In addition to terms defined elsewhere in this agreement, the definitions and other provisions in Schedule 16 (Interpretation) apply throughout this agreement unless the contrary intention appears.

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1.2                                 In this agreement, unless the contrary intention appears, a reference to a clause, subclause, exhibit or schedule is a reference to a clause, subclause, exhibit or schedule of this agreement. The schedules and exhibits form part of this agreement.

1.3                                 The headings in this agreement do not affect its interpretation.

2.             SALE AND PURCHASE

2.1                                 In accordance with the terms and subject to the conditions of this agreement, the Seller hereby sells and the Purchaser hereby purchases the Shares as follows:

(a)                                  the Seller sells and the Purchaser purchases the ▇▇ ▇▇▇▇▇▇ Seeds Group Shares; and

(b)                                 the Seller shall procure that Allegretto B.V. and Stichting Belangen ▇▇ ▇▇▇▇▇▇ sell, and the Purchaser purchases, the ▇▇ ▇▇▇▇▇▇ Vastgoed Shares.

2.2                                 Subject to clause 10, the Shares and the Businesses shall be for the risk and account (voor rekening en risico) of the Purchaser from the Effective Date.

2.3                                 On Completion, the Seller and Allegretto B.V. and Stichting Belangen ▇▇ ▇▇▇▇▇▇, as the case may be, shall transfer (leveren) the Shares to the Purchaser free of any Encumbrances and together with all rights attaching to them (including the right to receive and retain all dividends or distributions declared, made, or paid from the Effective Date) and the Purchaser shall receive the Shares.

2.4                                 The Seller and the Purchaser hereby record that neither the Seller nor Allegretto B.V. and Stichting Belangen ▇▇ ▇▇▇▇▇▇ shall, except for the dividend distributions set forth in items (d), (e), (g) and (h) of Schedule 3 (Permitted Transactions), be entitled to any distribution of any profit or any reserves of the Group Companies which are capable of being distributed, whether by means of a dividend, interim dividend or otherwise on or after the Effective Date.

2.5                                 At any time prior to the date being 10 (ten) Business Days prior to Completion and to the extent not detrimental to the Seller and observing clause 7, the Purchaser shall be entitled to nominate one or more Monsanto-affiliates and/or newly incorporated direct wholly owned subsidiaries of the Purchaser (Nominee) to acquire any of the Shares at Completion by service of notice upon the Seller. In the event of service of such notice, on Completion the relevant Nominee(s) shall acquire the (relevant) Shares and, subject to the Nominee complying with the obligations of the Purchaser on Completion in respect thereof, the Seller shall transfer such Shares to the Nominee(s) on the terms hereof. The Purchaser shall procure the performance of the relevant obligations hereunder by any such Nominee and the Purchaser shall be jointly and severally liable with such Nominee for any such obligations.

3.             PURCHASE PRICE

3.1                                 The purchase price for the Shares shall be the sum of:

(a)                                  EUR 486,848,914 (four hundred eighty six million eight hundred forty eight thousand nine hundred fourteen Euro) (the Base Purchase Price); and

(b)                                 the Late Completion Payment (if any).

3.2                                 The Base Purchase Price and the Late Completion Payment (if any), decreased with any additional amount of Inter-Company Debt as a result of the Permitted Transaction set out in item (m) of Schedule 3 (Permitted Transactions) if, and to the extent, such Permitted Transaction is consummated prior to Completion, are collectively referred to as the Purchase Price, and together

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with the Additional Payment, shall be payable in cash on Completion and shall not be subject to any post Completion adjustment.

3.3                                 In addition to the payment under clause 3.1 the Purchaser shall pay to the Seller an amount of EUR 6,000,000 (six million Euro) as compensation for deal expenses (the Additional Payment).

3.4                                 The Base Purchase Price has been determined in accordance with Schedule 2 (Calculation Base Purchase Price).

3.5                                 The amount of the Base Purchase Price is allocated as follows:

(a)                                  EUR 452,648,914 (four hundred fifty two million six hundred forty eight thousand nine hundred fourteen Euro) to the ▇▇ ▇▇▇▇▇▇ Seeds Group; and

(b)                                 EUR 34,200,000 (thirty four million two hundred thousand Euro) to the ▇▇ ▇▇▇▇▇▇ Vastgoed.

4.             CONDITIONS

4.1                                 Subject to subclause 4.2, completion of the sale and purchase of the Shares is conditional on:

(a)                                  the Competition Authorities:

(i)                                     taking a decision that the transaction as contemplated by this agreement does not give rise to a concentration falling within the scope of the relevant competition laws;

(ii)                                  taking a decision that allows the parties to complete the transaction as contemplated by this agreement; or

(iii)                               not taking a decision within the time limits as set by the relevant competition laws as a result of which approval of the transaction as contemplated by this agreement is deemed to be granted;

(b)                                 the Seller confirming in writing to the Purchaser that the Seller’s Warranties set out in:

(i)                                     part 1 (Capacity and Consequences of Sale), part 3 (the Shares; the Subsidiary Shares) and part 4.3 (Position since Accounts Date) of Schedule 7 (Seller’s Warranties) are true and accurate at the Completion Date; and

(ii)                                  part 5.2 (intellectual property rights) of Schedule 7 (Seller’s Warranties) are true and accurate at the Completion Date;

provided, however, that the Seller is permitted to render such confirmation also in the event of Breaches if, and to the extent that: (i) the amount of damages to which the Purchaser would otherwise be entitled for each individual Breach does not exceed EUR 10,000,000 (ten million Euro) and (ii) the aggregate amount of damages in respect of such Breaches does not exceed EUR 50,000,000 (fifty million Euro);

(c)                                  the Seller confirming in writing to the Purchaser that the Seller’s Warranties set out in part 7.5 to 7.7 (inclusive) of Schedule 7 (Seller’s Warranties) are true and accurate at the Completion Date; and

(d)                                 the parties having complied with or performed all of their material obligations under this agreement to the extent these are required to be performed at or prior to Completion.

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The conditions referred to under paragraphs (a), (b), (c) and (d) are collectively referred to as the Conditions. The Condition under paragraph (a) is for the benefit of each of the Seller and the Purchaser and may not be waived by the Seller or the Purchaser without the written consent of the other party. The Conditions under paragraph (b) and (c) are for the benefit of the Purchaser and may be waived by the Purchaser without the written consent of the Seller. The Condition under paragraph (d) is for the benefit of each of the Seller and the Purchaser and may be waived by the Seller or the Purchaser without the written consent of the nonperforming party.

4.2                                 In the event Completion has not occurred within 4 (four) months after the date of this agreement, the Condition contained in subclause 4.1(b)(ii) is satisfied upon the Seller confirming in writing to the Purchaser, after 4 (four) months after the date of this agreement, that the Seller’s Warranties set out in part 5.2 (intellectual property rights) of Schedule 7 (Seller’s Warranties) are true and accurate at such date 4 (four) months after the date of this agreement.

4.3                                 In connection with the Condition contained in subclause 4.1(a) and any other required competition approvals, consents, or clearances, the Seller shall use all commercially reasonable efforts to enable the Purchaser to obtain such required approvals, consents, or clearances for the proposed Completion from the Competition Authorities and any other competent national competition authorities.

4.4                                 If the Condition contained in subclause 4.1(a) is not satisfied on or before the date 4 (four) months after the date of this agreement, an amount equal to EUR 100,000 (hundred thousand Euro) multiplied by the number of days between the date that is 4 (four) months after the date of this agreement and the Completion Date; provided, however, that such amount shall only become due and payable by the Purchaser on Completion (the Late Completion Payment).

4.5                                 In case of concerns of any of the Competition Authorities or any other competent national competition authority, the Seller and the Purchaser shall discuss in good faith what commitments, conditions, obligations or any other remedies are reasonably acceptable in order to remove such concerns. If, and to the extent that, the concerns of any such competition authority can be removed by a restructuring or disposal of activities or assets, the Purchaser shall decide in good faith, taking into account the outcome of the discussions with the Seller and taking into account the best commercial interests of the combined entity, which assets or activities should be restructured or disposed of.

4.6                                 For the avoidance of doubt, the Purchaser’s or any Group Companies’ compliance with any commitment, condition, obligation or other requirement imposed or contained in any decision by any Competition Authority or any other competent national competition authority, or the effectuation of any offer made by the Purchaser to any relevant Competition Authority, or any other competent national competition authority pursuant to subclause 4.5, will not result in any change to the terms and conditions (including the Purchase Price) of this agreement.

4.7                                 Subject to clause 13, this agreement may be terminated with immediate effect:

(a)                                  by the Purchaser, if the Condition contained in subclause 4.1(b)(ii) is not satisfied in accordance with subclause 4.2 or waived on or before 4 (four) months after the date of this agreement;

(b)                                 by the Purchaser, if the Condition contained in subclause 4.1(b)(i) is not satisfied or waived on or before 31 December 2008;

(c)                                  by the Purchaser, if the Condition contained in subclause 4.1(c) is not satisfied or waived on or before 31 December 2008; or

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(d)                                 by the Seller or the Purchaser, if the Condition contained in subclause 4.1(d) is not satisfied or waived on or before 31 December 2008; provided, however, that the failure to satisfy this Condition is not due to the failure of the terminating party to have complied with or performed all of its material obligations under this agreement.

4.8                                 Subject to clause 13, this agreement may be terminated by the Seller or the Purchaser with immediate effect if the Condition contained in subclause 4.1(a) is not satisfied or waived on or before 31 December 2008. In the event of termination pursuant to this subclause 4.8, regardless which party terminates the agreement, the Purchaser shall, within 5 (five) Business Days after the date of the written confirmation of termination, pay to the Seller an amount equal to 10% of the Base Purchase Price.

5.             COMPLETION

5.1                                 Completion shall take place at the offices of the Seller’s Lawyers at 11.00 a.m. on the fifth Business Day after the date on which all the Conditions are satisfied or, where permitted, waived or at such other time and on such other date as the Seller and the Purchaser may agree in writing.

5.2                                 On the Business Day prior to Completion the Purchaser will pay the sum of the Purchase Price, the Additional Payment and the amount due under clause 8 (which includes the amount of the Inter-Company Loan) by wire transfer into the Notary’s account in accordance with the clause headed Payments. Until the execution of the Deeds of Transfer, the Notary will hold such amount for the benefit of the Purchaser. On execution of the Deeds of Transfer, the Notary will hold such amount for the benefit of the Seller. The Notary will only pay such amount to the Seller in accordance with this agreement after execution of the Deeds of Transfer and the Deed of Assignment.

5.3                                 At Completion each party shall do, or procure to be done, those things respectively listed in relation to it or its Group in Schedule 13 (Completion).

5.4                                 The Notary is a civil law notary with the Seller’s Lawyers. The Purchaser acknowledges that he is aware of the provisions of the Ordinance Containing Rules of Professional Conduct and Ethics (Verordening beroeps- en gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). The Purchaser acknowledges and agrees that ▇▇▇▇▇ & Overy LLP may advise and act on behalf of the Seller and its Affiliates with respect to this agreement, and any agreements and/or any disputes related to or resulting from this agreement.

5.5                                 Neither of the parties shall be obliged to complete the sale and purchase of the Shares unless those things set out in Schedule 13 (Completion), except for the delivery of the information set out in parts 1(e), 1(f) and 1(g) of that Schedule, have been done prior to Completion. This subclause shall not, however, prejudice any rights or remedies available to any party in respect of any default on the part of any other party.

6.             PRE-COMPLETION

6.1                                 Course of business

Except as may be required or permitted by this agreement, from the date of this agreement to Completion, the Seller will take all reasonable action in their capacity as (indirect) shareholders of the Group Companies to cause the Group Companies to carry on the Businesses as a going concern in the ordinary course consistent with past practice and to preserve their present business organisation, lines of business, relationships with customers, suppliers and other third parties, in each case, consistent with past practice.

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6.2          Conduct of business

Clause 6.1 notwithstanding, the Seller shall use its best endeavours to procure that, from the date of this agreement to Completion, no Group Company shall do any of the following, except: (i) with the written consent of the Purchaser (which shall not be unreasonably withheld or delayed); or (ii) insofar and to the extent permitted as a Permitted Transaction in accordance with clause 6.4:

(a)                                  save to the extent in the ordinary course of business and consistent with past practice, levy any management charge or fee towards the Seller or make any payment of any management charges, consulting, service or other fees or compensation to the Seller;

(b)                                 incur any expenditure exceeding EUR 2,000,000 (two million Euro) in aggregate on capital account (investering materiële vaste activa);

(c)                                  make any investment or divestment or otherwise sell, transfer, or otherwise dispose of, or extend or exercise any option to sell, transfer, or otherwise dispose of, any intangible, tangible or financial fixed assets in aggregate value exceeding EUR 2,000,000 (two million Euro);

(d)                                 dispose of or grant any option or right of pre-emption (voorkeursrecht) or establish any Encumbrance in respect of any of its assets with a book value or for a consideration exceeding EUR 5,000,000 (five million Euro);

(e)                                  acquire (by merger, consolidation or acquisition of shares or assets) any corporation, partnership or other business organisation or division thereof or any equity interest therein;

(f)                                    borrow any money (except borrowings from its bankers not exceeding EUR 5,000,000 (five million Euro) or any borrowings under existing facilities) or make any payments out of or drawings on its bank account(s) (except routine payments, payments under existing facilities and to increase or decrease the working capital/inter-company loans) other than in the ordinary course of trading;

(g)                                 pay any dividend or make any distribution of profits or assets, or pay any bonus or make any other payment of any nature to or in favour of the Seller;

(h)                                 create, issue, redeem, purchase or repay any share or loan capital of any of the Group Companies;

(i)                                     alter or amend in any manner the articles of association of ▇▇ ▇▇▇▇▇▇ Seeds Group;

(j)                                     make any loans or incur any additional indebtedness or guarantee any material obligations of any other persons;

(k)                                  make any change in the terms and conditions of employment of any of its directors or Senior Employees (including any severance, termination or similar agreement or arrangement), terminate (except for urgent cause as contemplated in article 7:678 of the Dutch Civil Code) the employment of any person who is or would be a director or Senior Employee or grant or pay any bonus, severance, accelerated benefits or other special remuneration to any of its Senior Employees;

(l)                                     except as may be required by applicable law, adopt, amend or terminate any Benefit Plan;

(m)                               change or modify the accounting procedures, principles or practices of any Group Company, other than as necessary to remain in compliance with generally accepted accounting

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principles; or

(n)                                 agree or commit to agree, conditionally or otherwise, to do any of the foregoing.

6.3          Access to Information

Subject to clause 14, from the date of this agreement to Completion, the Seller shall provide such information regarding the Businesses as the Purchaser may from time to time reasonably require in order to comply with its obligations under this agreement, to verify whether the Businesses are run in the ordinary course of business in accordance with the terms hereof, or for the purposes of facilitating an orderly transition of the ownership of the Group Companies at Completion; provided that the Seller shall not be required to provide any information or access in case such would violate applicable competition laws and provided that the Purchaser shall have no rights under this subclause whilst it is in breach of this agreement. The Purchaser, its agents and representatives shall have access to the Properties of the Group Companies during normal business hours on any Business Day, provided, however, that at all times an appointment has to be made in advance through the Seller.

6.4                                 Permitted Transactions

The parties acknowledge and agree that the Group Companies have concluded or may conclude the Permitted Transactions during the period from the Effective Date up to and including Completion.

7.             COMBINED ENTITY

In the period between the date of this agreement and the Completion Date, the Purchaser shall use all commercially reasonable efforts to agree with the Seller to a business plan for the combined entity that the Purchaser will implement and of which certain essential elements are set forth in Exhibit A.

8.             LOANS AND GUARANTEES

8.1                                 The Seller shall procure that on Completion all Seller Inter-Company Debt is or has been satisfied in full together with any interest accruing on such amount up to the moment such amount is paid in full.

8.2                                 The Purchaser shall, on behalf of each Group Company, procure that on Completion all Inter-Company Debt (including the Inter-Company Loan) is satisfied in full together with any interest accruing on such amount up to the moment such amount is paid in full.

8.3                                 If it is established at any time after Completion that any indebtedness of any kind (whether or not presently payable) was owing at Completion by any Group Company to any member of the Seller’s Group or by any member of the Seller’s Group to any Group Company, contrary to the basis stated above, then either the Seller or the Purchaser (as the case may be) shall procure that the relevant member of the Seller’s Group or the relevant Group Company to which that indebtedness is owed, shall waive that indebtedness by executing a deed of waiver in such form as the Purchaser or the Seller (as the case may be) shall reasonably require or, if that is not permissible or practicable, shall procure that such indebtedness is discharged or otherwise eliminated at no cost to the Purchaser’s Group or to the Seller (as the case may be).

8.4                                 Subject to subclause 8.5, the parties agree and acknowledge that (a) no member of the Seller’s Group has given any guarantees or indemnities in respect of obligations of any Group Company and (b) no Group Company has given any guarantees or indemnities in respect of obligations of any member of the Seller’s Group. If it is established at any time after the date hereof that (i) any member of the Seller’s Group has given any guarantees or indemnities in respect of obligations of any Group Company and/or (ii) that any Group Company has given any guarantees or indemnities in respect of

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obligations of any member of the Seller’s Group, the Purchaser and/or the Seller shall procure that each member of the Seller’s Group and/or Group Company, respectively, is released from such guarantees or indemnities from the Effective Date and pending such release the Purchaser and/or the Seller shall indemnify each member of the Seller’s Group and/or Group Company, respectively, against all liabilities under such guarantees or indemnities.

8.5                                 The Purchaser acknowledges that (i) a fiscal unity (fiscale eenheid) has existed for corporate income tax purposes between certain members of the Seller’s Group and certain of the Group Companies which was terminated on 1 July 2005 and (ii) a fiscal unity has existed for VAT purposes between certain members of the Seller’s Group and certain of the Group Companies which was terminated on 1 January 2008.

9.             DUE DILIGENCE INVESTIGATION

9.1                                 The Purchaser acknowledges and agrees that up to the date hereof:

(a)                                  (i) the Purchaser’s professional advisors have conducted a due diligence investigation on the matters listed in Schedule 5 (Sensitive Due Diligence Investigation) (the Sensitive Due Diligence Investigation), in accordance with the terms and subject to the condition set out in the confidentiality agreements entered into by ▇▇ ▇▇▇▇▇▇ Seeds Group and certain advisors of the Purchaser, and (ii) the Purchaser performed, with the assistance of professional advisors, a due diligence investigation with respect to the business, financial, legal, tax, operational, commercial, intellectual property, IT, pensions, environmental and other aspects of the Shares, the Group Companies and the Businesses during the period from 7 to 28 March 2008 on the basis of the information provided by the Seller, the senior management of the Group Companies, the Group Companies and their advisors (together with the Sensitive Due Diligence Investigation, the Due Diligence Investigation);

(b)                                 the Due Diligence Investigation was in a form, scope and substance satisfactory to the Purchaser;

(c)                                  for the purposes of the Due Diligence Investigation, the Purchaser has had (and its advisors have had) sufficient opportunity to review any and all information made available to the Purchaser and its advisors, by having had, amongst others, (i) access to the information with respect to the business, financial, legal, tax, operational, commercial, IT, pensions, environmental and other aspects of the Shares, the Group Companies and the Businesses provided in the Data Room prepared by the Seller, (ii) the opportunity to submit questions to and receive answers from the Seller on any matter that it deemed proper and necessary for the purpose of entering into this agreement, and (iii) access to the senior management of the Group Companies (including, without limitation, in a formal management presentation on 8 February 2008);

(d)                                 the Purchaser and its advisors have obtained other information that the Purchaser and its advisors deemed proper and necessary for the purposes of entering into this agreement, through interviews with senior management, presentations and questions submitted to the Seller and the Group Companies; and

(e)                                  the Purchaser has raised with the Seller and the Group Companies specific issues which it considered relevant in connection with the transactions contemplated hereby and any such issues have been resolved to the Purchaser’s satisfaction.

9.2                                 The information contained in the Data Room and the information provided to the Purchaser’s professional advisors in the context of the Sensitive Due Diligence Investigation (an index of which is included in Schedule 4 (Disclosed Information) and which index shall be updated by the Seller

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after the date of this agreement only to add a list of the information provided to the Purchaser’s professional advisors in the context of the Sensitive Due Diligence Investigation), information arising out or resulting from the Due Diligence Investigation, the written answers to questions raised by the Purchaser and its advisors (copies of which are also included in Schedule 4 (Disclosed Information)), any other information made available to the Purchaser and its advisors in writing and in interviews and presentations (written records of these interviews and presentations are also included in Schedule 4 (Disclosed Information)), and all other information which is explicitly included in the Disclosure Letter (together the Disclosed Information), shall be deemed disclosed to the Purchaser. Accordingly, notwithstanding any other provisions of this agreement, the Seller:

(a)                                  shall not be in Breach (as defined hereunder); and

(b)                                 shall not be liable in respect of any matter giving rise to a breach of any of the Seller’s Warranties or any other obligations of the Seller under this agreement (a Breach),

to the extent that, at Completion, the Purchaser or its advisors were or should have been aware of such Breach, because the facts and circumstances giving rise thereto:

(i)                                     were known, or should have been known, to the Purchaser or its advisors on the basis of (a) the Disclosed Information and/or (b) the Due Diligence Investigation; or

(ii)                                  have been disclosed, or excepted, in the Seller’s Warranties themselves and/or otherwise in this agreement and/or in the schedules hereto.

9.3                                 The Seller acknowledges and agrees that up to the date hereof, to the best knowledge of the Seller, it has provided the Purchaser with all the material information as requested in the Due Diligence List and, to the best knowledge of the Seller, such information is correct in all material respects.

10.          SELLER’S WARRANTIES

10.1                           The Seller represents and warrants (garandeert) to the Purchaser that each of the statements set out in Schedule 7 (Seller’s Warranties) is true and accurate at the Effective Date and the date hereof.

10.2                           Any payment made by the Seller in respect of a Breach shall be deemed to be a reduction of the Purchase Price.

10.3                           The liability of the Seller in connection with a Breach shall be subject to the limitations contained in, and to the other provisions of, Schedule 9 (Warranty Limits) and any Claim shall be subject to the provisions of that schedule.

11.          PURCHASER’S WARRANTIES

11.1                           The Purchaser represents and warrants (garandeert) to the Seller that each of the statements set out in Schedule 8 (Purchaser’s Warranties) is true and accurate at the date hereof and as of the Completion Date. In case of a breach of any of the Purchaser’s Warranties the Purchaser undertakes to pay to the Seller all damages, as assessed on the basis of articles 6:95 and 6:96 of the Dutch Civil Code, incurred by the Seller as a result of a such breach of the Purchaser.

11.2                           The Seller acknowledges and agrees that at the time of entering into this agreement it is not aware of any matter or thing which is inconsistent with the Purchaser’s Warranties or constitutes a breach of the Purchaser’s Warranties.

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12.          PROTECTIVE COVENANTS

12.1                           The Seller covenants with the Purchaser for itself and for the benefit of each Group Company that it shall not and shall procure that no member of the Seller’s Group shall:

(a)                                  for a period of 3 (three) years from Completion (the Non-Compete Period) (save as holder of the securities in a listed company or securities held for investments purposes only and which confer less than 10 (ten) per cent. of the voting rights which could normally be cast at a general meeting of such company) be concerned in any business carrying on business which is competitive with any of the businesses carried on by a Group Company at Completion;

(b)                                 during the Non-Compete Period induce or attempt to induce any supplier of a Group Company to cease to supply, or to restrict or vary the terms of supply, to that Group Company; or

(c)                                  for a period of 2 (two) years from Completion actively induce or directly attempt to induce any director or Senior Employee of a Group Company (otherwise than in a response to a newspaper or trade advertisement) to leave the employment of that Group Company with a view to hiring such person.

12.2                           The restrictions in subclause 12.1(a) shall not apply (or as the case may be shall cease to apply) insofar and to the extent that any member of the Seller’s Group after Completion acquires any company or business and, as a result of that acquisition, acquires a company or business which falls within the terms of subclause 12.1(a) (the Relevant Interest) provided that the Relevant Interest is not the principal trading activity of the company or business acquired.

12.3                           The restrictions in this clause 12 shall not prevent the Seller’s Group from carrying on the business or range of business carried on by the Seller’s Group at Completion.

13.          TERMINATION

13.1                           Without prejudice to subclause 13.2, this agreement may be terminated with immediate effect at any time prior to the Completion Date:

(a)                                  by mutual written consent of the Seller and the Purchaser; or

(b)                                 in writing by the Seller or the Purchaser pursuant to subclause 4.7 or 4.8.

13.2                           Upon termination neither party shall have any claim against any other party as a result of such termination and following such termination:

(a)                                  except for this subclause, the clauses headed Confidentiality, Governing Law, and Arbitration, together with the provisions of the clause and schedule headed Interpretation, all the other clauses of this agreement shall lapse (vervallen) and cease to have effect; provided that

(b)                                 the lapsing (vervallen) of those provisions shall not affect any rights or liabilities of either party in respect of any previous breach of this agreement.

14.          CONFIDENTIALITY

14.1                           Subject to subclause 14.4, other than any announcements to which the Seller and/or the Group Companies are obligated by contract, neither the Seller nor the Purchaser shall make (or permit any

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other member of the Seller’s Group or the Purchaser’s Group to make) any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion.

14.2                           The Purchaser shall and shall procure that:

(a)                                  each member of the Purchaser’s Group shall keep confidential all information provided to it by or on behalf of the Seller or otherwise obtained by or in connection with this agreement which relates to any member of the Seller’s Group; and

(b)                                 if after Completion any Group Company holds confidential information relating to the Seller’s Group, it shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the relevant Seller or destroy it, in each case without retaining copies, with the exception of the information to be retained by the Purchaser’s advisors for their own professional records in accordance with their standard retention policy.

14.3                           The Seller shall and shall procure that:

(a)                                  the Seller’s Group shall keep confidential all information provided to it by or on behalf of the Purchaser or otherwise obtained by or in connection with this agreement which relates to any member of the Purchaser’s Group; and

(b)                                 if after Completion the Seller holds confidential information relating to any Group Company, it shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the Purchaser or destroy it, in each case without retaining copies, with the exception of the information to be retained by the Seller’s advisors for their own professional records in accordance with their standard retention policy.

14.4                           Nothing in this clause prevents any announcement being made or any confidential information being disclosed:

(a)                                  with the written approval of the other party, which in the case of any announcement shall not be unreasonably withheld or delayed; or

(b)                                 to the extent required by law or any competent regulatory body, or to comply with the rules of any securities exchange, or obligated by contract, but a party required to disclose any confidential information shall promptly notify the other party, where practicable and lawful to do so, before disclosure occurs or promptly thereafter when lawful to do so and co-operate with the other party regarding the timing and content of such disclosure or any action which the other party may reasonably elect to take to challenge the validity of such requirement.

14.5                           Nothing in this clause prevents disclosure of confidential information by either party:

(a)                                  to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that party; or

(b)                                 to that party’s professional advisors, auditors or bankers, but before any disclosure to any such person the relevant party shall procure that he is made aware of the terms of this clause and shall use its best endeavours to procure that each such person adheres to those terms as if he were bound by the provisions of this clause.

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15.          NOTICES

15.1                           Any notice or other formal communication given under this agreement must be in writing (which does includes fax, but not email) and may be delivered in person, or sent by post or fax to the party to be served at its address appearing in this agreement as follows:

(a)                                  to the Seller at:

Delhi B.V.

▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Fax: ▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇

Marked for the attention of: management board

with a copy, which shall not constitute a notification, to:

▇.▇. ▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇ ▇▇▇▇; and

▇▇▇▇▇ & Overy

▇▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Fax: ▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇

Marked for the attention of Jan ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;

(b)                                 to the Purchaser at:

Monsanto Company

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Fax: ▇▇ ▇▇▇-▇▇▇-▇▇▇▇

Marked for the attention of: General Counsel

with a copy, which shall not constitute a notification, to:

Freshfields Bruckhaus ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Fax: ▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇

Marked for the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;

or at such other address or fax number as it may notify to the other party under this clause. Any notice or other document sent by post shall be sent by recorded delivery post (aangetekende post met ontvangstbevestiging) (if the place of destination is the same as its country of origin) or by overnight courier (if its destination is elsewhere).

15.2                           Any notice or other communication shall be deemed to have been given:

(a)                                  if delivered in person, at the time of delivery; or

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(b)                                 if sent by post, at 10.00 a.m. on the second Business Day after it was put into the post by overnight courier or at 10.00 a.m. (local time at the place of destination) on the fifth Business Day after it was put into the regular post; or

(c)                                  if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the place of destination) on any Business Day and in any other case on the Business Day, following the date of transmission.

15.3                           In proving the giving of a notice or other communication it shall be sufficient to prove that delivery in person was made or that the envelope containing the communication was properly addressed and posted, either by recorded delivery post or by prepaid airmail, as the case may be), or that the fax was properly addressed and transmitted, as the case may be.

16.          FURTHER ASSURANCES

16.1                           Subject to subclauses 19.4 and 19.5, on or after Completion each party shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the other party may from time to time require in order to give full effect to this agreement.

16.2                           In relation to each Group Company, the Seller shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under its constitution or any agreement or obligation affecting it to give effect to this agreement.

17.          ASSIGNMENTS

17.1                           Subject to subclause 2.5, this agreement is personal to the parties, and accordingly, subject to subclause 17.2, the Purchaser may not assign, transfer, charge or declare a trust of the benefit of all or any other party’s obligations nor any benefit arising under this agreement or rights, including the benefit of the Seller’s Warranties, without the prior written consent of the Seller.

17.2                           The Purchaser may, without the consent of the Seller but subject to subclause 2.5, assign to any member of the Purchaser’s Group the benefit of all or any of the Seller’s obligations or any benefit it enjoys under this agreement, provided, however, that such assignment shall not be absolute but shall be expressed to have effect only for so long as the assignee remains a member of the Purchaser’s Group and that, immediately before ceasing to be such a member, the assignee shall assign the benefit to a member of the Purchaser’s Group.

18.          PAYMENTS

18.1                           Unless otherwise expressly stated all payments to be made under this agreement shall be made in Euros to the Seller, the Purchaser or, where required to be transferred into the Notary’s third party account, the Notary as follows:

(a)                                  to the Seller at:

or such other account as the Seller may specify;

(b)                                 to the Purchaser:

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or such other account as the Purchaser may specify; and

(c)                                  to the third party bank account of the Notary at:

18.2                           Save as otherwise specifically set out in this agreement, if a party defaults in the payment when due of any sum payable under this agreement, it shall pay statutory interest (wettelijke rente) at the then applicable rate on that sum from the date on which payment is due until the date of actual payment (as well after as before judgment), which interest shall accrue from day to day and be compounded monthly.

19.          GENERAL

19.1                           The receipt by the Seller’s Lawyers or the Purchaser’s lawyers of any sum or document to be paid or delivered to the Seller or the Purchaser shall discharge the Purchaser’s or the Seller’s obligation to pay or deliver it to the Seller or the Purchaser.

19.2                           Each of the obligations, Warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall, in accordance with this agreement, continue to be in force after Completion and shall not be affected by the waiver of any Condition or notice given by the Purchaser in respect of any Condition.

19.3                           Save as otherwise provided in this agreement, or as otherwise specifically agreed in writing by the parties after the date of this agreement, each party will pay the costs and expenses incurred by it (and, in the case of the Purchaser, each member of the Purchaser’s Group and, in the case of the Seller, each member of the Seller’s Group) in connection with the entering into, and completion of, this agreement, including without limitation in respect of their obligations in satisfying the Conditions and the other requirements for transferring the Shares.

19.4                           The fees and costs of the Notary will be paid by the Purchaser.

19.5                           Transfer Taxation (overdrachtsbelasting) and similar Dutch or foreign Taxation payable in respect of the transfer of ▇▇ ▇▇▇▇▇▇ Vastgoed to, and the acquisition of ▇▇ ▇▇▇▇▇▇ Vastgoed by the Purchaser will be paid by the Purchaser; provided that the payable transfer Tax is payable at the level of ▇▇ ▇▇▇▇▇▇ Vastgoed and is triggered by the breach of the special transfer Tax exemption for internal reorganizations (interne reorganisatievrijstelling) that prescribes a claw-back period of three years starting at 28 December 2007, that was applied for by ▇▇ ▇▇▇▇▇▇ Vastgoed. All other past, present or future transfer tax payable by ▇▇ ▇▇▇▇▇▇ Vastgoed or the Purchaser in relation to this transaction, excluding any transfer Taxation due with respect to any increase of the fair market value of the underlying real estate as from 28 December 2007, but, including, all transfer Taxation and similar Taxation payable in respect of the transactions mentioned in items (d), (e), (g) and (h) of Schedule 3 (Permitted Transactions), will be payable by the Seller.

19.6                           This agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

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19.7                           The rights of each party under this agreement:

(a)                                  may be exercised as often as necessary;

(b)                                 are cumulative and not exclusive of rights and remedies provided by law; and

(c)                                  may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

19.8                           Except as expressly stated in this agreement, the terms of this agreement may be enforced only by a party to this agreement or a party’s permitted assigns or successors. In the event any third party stipulation (derdenbeding) contained in this agreement is accepted by any third party, such third party will not become a party to this agreement.

19.9                           If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, this shall not affect or impair:

(a)                                  the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or

(b)                                 the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement.

20.          NO RESCISSION

The parties waive their rights, if any, in whole or in part, to annul, rescind or dissolve (including any gehele ▇▇▇ wel partiële ontbinding en vernietiging) this agreement. The parties waive their rights to request in whole or in part the annulment, rescission, dissolution or cancellation of this agreement, including (but not limited to) on the basis of articles 7:17 (conformiteit) and 6:228 (dwaling) of the Dutch Civil Code. In the event of a Breach, the only remedy for the Purchaser shall be a claim for specific performance (nakoming) or direct damages.

21.          WHOLE AGREEMENT

21.1                           This agreement contains the whole agreement between the parties relating to the transactions contemplated by this agreement and supersedes all previous agreements, whether oral or in writing, between the parties relating to these transactions, provided, however, that upon termination of this agreement the rights and obligations under the Confidentiality and Non-Disclosure Agreement entered into between ▇▇ ▇▇▇▇▇▇ Seeds Group and the Purchaser prior to this agreement will revive.

21.2                           If and to the extent the laws of any jurisdiction provide for more protection to the Purchaser in addition to the provisions in this agreement (such as additional rights exercisable vis-à-vis the Seller or implied representations and warranties in addition to the Seller’s Warranties), the Purchaser hereby excludes or (if incapable of exclusion) irrevocably waives (afstand ▇▇▇ ▇▇▇▇▇) the right to invoke this additional protection, and the Seller hereby accepts such waiver.

21.3                           Each party acknowledges that in agreeing to enter into this agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this agreement and the documents referred to in it and any other agreement entered into on the date of this agreement between the parties) made by or on behalf of any other party before the signature of this agreement. Each party waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

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21.4                           Nothing in the preceding subclause limits or excludes any liability for fraud.

21.5                           This agreement may only be amended in writing and where such amendment is signed by all the parties.

22.          GOVERNING LAW

22.1                           This agreement is governed by and shall be construed in accordance with the laws of the Netherlands.

22.2                           Any power of attorney or other document executed in connection with this agreement or the transactions provided for in this agreement will be governed by and construed in accordance with the law of the Netherlands.

22.3                           For the purpose of any dispute hereunder, the Purchaser has irrevocably chosen domicile in the Netherlands to serve process in the Netherlands and to deliver any documents relating to dispute resolution at the office of its law firm in the Netherlands, which is located at the following address: Freshfields Bruckhaus ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, marked for the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

23.          ARBITRATION

23.1                           Save as otherwise set out in this agreement, any dispute arising out of or in connection with this agreement (including questions in respect of the authority of the arbitrators) will be finally settled by arbitration in accordance with the rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal will be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be Amsterdam, the Netherlands. The language of the arbitration will be English. The arbitrators will decide according to the rules of law.

23.2                           This clause shall also apply to disputes arising in connection with agreements which are connected with this agreement, unless the relevant agreement expressly provides otherwise.

24.          LANGUAGE

The language of this agreement and the transactions envisaged by it is English and all notices, demands, requests, statements, certificates or other documents or communications shall be in English unless otherwise agreed.

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SIGNATORIES

This agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement.

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SCHEDULE 1

THE SUBSIDIARIES

Names of the Subsidiaries:

21

22

SCHEDULE 2

CALCULATION BASE PURCHASE PRICE

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SCHEDULE 3

PERMITTED TRANSACTIONS

The parties agree and the Seller acknowledges that from the Effective Date up to and including the Completion Date the following transactions and events occurred, or may or shall occur:

(a)                                     incurring of any capital expenditure by the Company or the Subsidiaries committed in 2007 and/or consistent with the Budget 2008;

(b)                                    selling and transferring all the issued and outstanding shares in the capital of Ontwikkelingsmaatschappij Het Idee B.V. by ▇▇ ▇▇▇▇▇▇ Seeds R&D B.V. to a member of the Seller’s Group against payment of costs spent for this company, which amount to EUR 68,000 (sixty-eight thousand Euro);

(c)                                     selling and transferring of French production site “▇▇▇▇▇” by ▇▇ ▇▇▇▇▇▇ Vastgoed to Loiret Semence SARL for an amount of EUR 2,714,000 (two million seven hundred and fourteen thousand Euro);

(d)                                    selling and transferring of the Excluded Land by ▇▇ ▇▇▇▇▇▇ Vastgoed to a member of the Seller’s Group for an amount of EUR 4,702,000 (four million seven hundred and two thousand Euro) and, subsequently, declaring a dividend for such amount and settling such dividend payment (by way of setoff or otherwise);

(e)                                     selling and transferring of the Excluded Houses by ▇▇ ▇▇▇▇▇▇ Vastgoed to a member of the Seller’s Group for an aggregate amount of EUR 1,767,000 (one million seven hundred and sixty-seven thousand Euro) and, subsequently, declaring a dividend for such amount and settling such dividend payment (by way of setoff or otherwise);

(f)                                       entering into the Lease Agreement;

(g)                                    selling and transferring all the issued and outstanding shares in the capital of ▇▇ ▇▇▇▇▇▇ Vastgoed’s direct and indirect subsidiaries, ▇▇▇▇▇ B.V. and ▇▇ ▇▇▇▇▇▇ Services B.V. by ▇▇ ▇▇▇▇▇▇ Vastgoed to a member of the Seller’s Group, against payment of an amount equal to the net asset value (intrinsieke waarde) of these companies at the Accounts Date amounting to EUR 6,183,716 (six million one hundred eighty-three thousand seven hundred sixteen Euro) and EUR 842,779 (eight hundred forty two thousand seven hundred seventy nine Euro), respectively, and, subsequently, declaring a dividend for such amount and settling such dividend payment (by way of setoff or otherwise);

(h)                                    ▇▇ ▇▇▇▇▇▇ Vastgoed declaring a dividend for an amount equal to the amount of equity capital exceeding EUR 19,700,000 (nineteen million seven hundred thousand Euro) and ▇▇ ▇▇▇▇▇▇ Vastgoed settling such dividend payment (by way of setoff or otherwise);

(i)                                        adoption of and/or approving the accounts of the Group Companies, excluding ▇▇ ▇▇▇▇▇▇ Vastgoed, and the accounts of ▇▇ ▇▇▇▇▇▇ Vastgoed for the financial year 2006 and the ▇▇ ▇▇▇▇▇▇ Seeds Accounts and the Vastgoed Accounts by the relevant corporate body and granting discharge to the members of the management board and/or supervisory board in that respect;

(j)                                        entering into cooperation agreement with Incotec International B.V. with respect to X-ray technology; and

(k)                                     the Seller will compensate the Group Companies for the advisory fees incurred by the Group Companies in connection with the transactions contemplated by this agreement;

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(l)                                        the incorporation of legal entities in Japan and Brazil (currently in formation as set out in Schedule 1); and

(m)                                  in the event the Completion Date has not taken place prior to 28 June 2008, being 6 months after 28 December 2007, selling and transferring the ▇▇ ▇▇▇▇▇▇ Vastgoed Shares by Allegretto B.V. and Stichting Belangen ▇▇ ▇▇▇▇▇▇ to a Group Company so designated by the Seller and the Purchaser against payment of the amount mentioned in subclause 3.5(b).

The transactions mentioned above are collectively referred to as the Permitted Transactions.

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SCHEDULE 4

DISCLOSED INFORMATION

26

SCHEDULE 5

SENSITIVE DUE DILIGENCE INVESTIGATION

27

SCHEDULE 6

DUE DILIGENCE LIST

28

MARCH 2008

PROJECT INDIA

29

30

31

32

Note:  The tax due diligence requests that are jurisdiction specific are focused on the following jurisdictions:  The Netherlands, the Netherlands Antilles, Italy, France, Spain, Poland, Hungary, UK, Turkey, Israel, Morocco, USA, Mexico, Argentina and Guatemala.

33

Legal

34

Regulatory

35

36

37

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I.                 Insurance

1.                       Summary of current property, casualty and other insurance coverage with summary of coverage, deductibles, limits and renewal dates and premium (including any captive self-insurance arrangements and claims record)

2.                       Liability claims experience by year, by product (insured and/or self-insured) for the last three years

3.                       Copies of any liability, loss prevention inspections (internal or external) for the last three years

4.                       Details of any employer’s liability claims that have been filed for the last three years

5.                       Description of funding for retained, self-insured, or uninsured losses and how determined

6.                       Summary of workers’ compensation loss experience for the past three years

a.               Currently valued totals, including paid and incurred, expense paid, expense incurred claim count, and future liability

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J.              INFORMATION TECHNOLOGY

1.                       Provide a description of the financial consolidation process from a Finance and IT systems perspective.

2.                       Description of IT systems used to conduct business, including Manufacturing

(i)                     Describe if systems are internally developed or purchased (vendor name if purchased)

(ii)                  Describe if systems operate in owned or outsourced facilities

(iii)               Describe disaster recovery procedures

3.                       Describe software systems and applications specific to R&D and identify:

(i)                     Internally or externally developed

(ii)                  Collaborations or license agreements associated with the software

4.                       Provide an organizational chart for the IT/IS group and copies of IT Policies

5.                       Provide a network diagram

6.                       Describe desktop and laptop configurations, including:

(i)                     Software vendors and version levels

(ii)                  Hardware vendors

7.                       List specifications, location and age (or acquisition date) for hardware assets

8.                       Provide copies of IT contracts, licenses, or leases

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K.                    FCPA

DUE DILIGENCE QUESTIONAIRE

Background Information Regarding Terms Used

In This Due Diligence Questionaire

This document is to be filled out by a senior manager of the company to be acquired.  The information must be competely and accurately recorded.  Please answer all the questions and provide the information requested below.  If you feel that you need to answer “not applicable,” please briefly explain.  Attach all requested additional documents to this completed response.

Officials include all employees of a non-U.S. government department or agency, whether in the executive, legislative or judicial branches of government and whether at the national, state or local level (or their equivalents).  The term also includes part-time workers, unpaid workers, and any person acting in an official capacity.  Also included under the term “official” are political parties, party officials, and candidates for political office.  Officials include employees of public international organizations such as the World Bank and International Monetary Fund, the United Nations, and the like.  In addition, the term official includes officers and employees of companies under government ownership or control.  This means that all employees of government-owned companies and instrumentalities are officials, even if the companies are operated like privately owned corporations.

Interactions with officials can occur in a wide variety of activities including:  lobbying, seeking regulatory approvals, bidding for or performing prime or subcontractor services under government contracts, business development with government owned or controlled entities, litigation, tax and VAT issues, scheduling meetings with officials, customs clearance, and seeking routine business permits and licenses.

Transactions with officials (or a company in which an official is an owner, shareholder, employee, director, etc.) can arise in any business context.  For example, transactions with a distributor owned by an official, a ▇▇▇▇▇▇ that is also a local official, a consultant that is current member of government, or a professor with a state-owned university.

Joint ventures involve an equity relationship between the Company and another party.  Equity includes majority, equal, or minority ownership.

Due Diligence refers to the efforts used to conduct background information gathering on third parties.

FCPA refers to the United States Foreign Corrupt Practices Act.

Name of Individual(s) Responding:

Position / Title with Company:

Years with Company:

Date of Submission:

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A.            DEGREE OF BUSINESS EX-US

1.             How have non US sales been made?

a.                                       International representatives and consultants? Distributors?

b.                                      In what countries were these representatives and consultants used to make sales?

c.                                       What amount of commissions, retainers and expenses has been paid to these representatives and consultants over the past 5 years in each country?

d.                                      Has Company ceased conducting business in any country? o Yes     o No
If yes, please provide details: