Extension and Amendment Agreement to 1998 Cooperation Agreement between Bayer AG and Paradigm Genetics, Inc.

Summary

Bayer AG and Paradigm Genetics, Inc. have agreed to extend their 1998 cooperation agreement on herbicide research for three more years, until September 30, 2004, with the possibility of a further two-year extension if certain funding conditions are met. Bayer will pay Paradigm $3.7 million annually during the extended term. The agreement also updates the number of annual herbicide screening assays and allows the joint research committee to amend the research plan as needed. The extension is subject to Bayer’s internal funding approval before June 1, 2004.

EX-10.1 3 dex101.txt EXTENSION AGREEMENT Exhibit 10.1 [BAYER AG LETTERHEAD] Paradigm Genetics, Inc. 104 Alexander Drive Building 2 P.O. Box 14528 Research Triangle Park NC ###-###-#### USA Leverkusen 2001-06-08 EXTENSION AND AMENDMENT OF THE AGREEMENT DATED SEPTEMBER 21, 1998 Cooperation Paradigm Genetics/Bayer AG, Plant Protection, on Herbicides The above-mentioned Agreement will expire on September 30, 2001. We would like to propose an extention of the Agreement taking into account the following amendments: 1. We would like to extend the term of the above-mentioned Agreement for three (3) years until September 30, 2004, instead of two (2) years as initially provided for in Article 10 of the Agreement. The Extended Term may be further extended and the Agreement shall remain in continuous and uninterrupted effect for another two (2) years term (the "Second Extended Term") unless terminated as provided in Article 11 of the Agreement or in the event that necessary internal funding by Bayer is not approved prior to June 1, 2004 and Bayer provides notice to Paradigm on or before June 1, 2004 of its intent to terminate the Agreement because of lack of internal funding. 2. In case you agree to a three years extension of the Agreement, the payments of Bayer to Paradigm due to Article 4(b) of the Agreement shall be changed as follows: During the fourth, fifth and sixth year of the extended term Bayer shall pay to Paradigm the annual amount of Three Million Seven Hundred Thousand Dollars (US $3,700,000). 3. The capacities in our HTS will allow us to implement about eight (8) assays for herbicide screening annually and we expect a corresponding number of highly prioritized targets and assays to be delivered. 4. The Research Plan shall be amended by the Joint Research Committee as necessary to adjust the activities to be performed pursuant to the Research Collaboration. If you agree to our proposal, please countersign and return the copy enclosed. Yours sincerely, BAYER AG /s/ Dr. Detlef Wollweber /s/ Dr. Veronika Homung - ------------------------------ ------------------------------ Dr. Detlef Wollweber Dr. Veronika Homung Crop Protection Research, Head Patents and Licensing Accepted by PARADIGM GENETICS, INC. Date: /s/ John A. Ryals Dr. John A. Ryals CEO and President