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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to __________
Commission file number 1-2516
PHARMACIA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 43-0420020
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Route 206 North, Peapack, New Jersey 07977
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code 888/768-5501
Securities registered pursuant to Section 12(b) of the Act:
Common Stock (par value $2.00) New York Stock Exchange
Rights to Purchase Preferred Stock New York Stock Exchange
(Title of class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The registrant estimates the aggregate market value of the voting stock held by
non-affiliates of the registrant (based upon the NYSE -- Composite Transactions
closing price on March 5, 2001 as reported in The Wall Street Journal and
treating all executive officers and directors of the Company and all beneficial
owners of 5% or more of the Registrant's voting stock as affiliates) was
approximately $70 billion.
The number of shares of Common Stock, $2.00 par value, outstanding as of
March 5, 2001 is 1,299,799,632 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2001 Proxy Statement are incorporated into Parts I and III of
this Report.
Portions of the 2000 Annual Report to shareholders are incorporated in Parts I,
II and IV of this Report.
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FORWARD-LOOKING INFORMATION
Certain statements contained in this Report, as well as in other documents
incorporating by reference all or part of this Report, are "forward-looking
statements" provided under the "safe harbor" protection of the Private
Securities Litigation Reform Act of 1995. These statements are made to enable a
better understanding of the Company's business, but because these
forward-looking statements are subject to many risks, uncertainties, future
developments and changes over time, actual results may differ materially from
those expressed or implied by such forward-looking statements. Examples of
forward-looking statements are statements about anticipated financial or
operating results, financial projections, business prospects, future product
performance, future research and development results, anticipated regulatory
filings and approvals, and other future matters.
These forward-looking statements are based on the information that was currently
available to the Company, and the expectations and assumptions that were deemed
reasonable by the Company, at the time when the statements were made. The
Company does not undertake any obligation to update any forward-looking
statements in this Report or in any other communications of the Company, whether
as a result of new information, future events, changed assumptions or otherwise,
and all such forward-looking statements should be read as of the time when the
statements were made, and with the recognition that these forward-looking
statements may later prove to be incorrect.
Among the many factors that may cause or contribute to actual results or events
being materially different from those expressed or implied by such
forward-looking statements are acquisitions, divestitures, mergers,
restructurings or strategic initiatives that change the Company's structure or
business; competitive effects from current and new products, including generic
products, sold by other companies; price constraints imposed by managed care
groups, institutions and government agencies; governmental actions which result
in lower prices for the Company's products; the Company's ability to discover
and license new compounds, develop product candidates, obtain regulatory
approvals and market new products; the Company's ability to secure and defend
its intellectual property rights; the Company's ability to attract and retain
management and other key employees;
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product developments, including adverse reactions or regulatory actions; social,
legal, political and governmental developments, especially those relating to
health care reform, pharmaceutical pricing and agricultural biotechnology;
seasonal and weather conditions affecting agricultural markets; new product,
antitrust, intellectual property or environmental liabilities; changes in
foreign currency exchange rates or in general economic or business conditions;
changes in applicable laws and regulations; changes in accounting standards or
practices; and such other factors that may be described elsewhere in this Report
or in other Company filings with the U.S. Securities and Exchange Commission
("SEC").
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PART I
ITEM 1. BUSINESS
CORPORATE HISTORY
Pharmacia Corporation (the "Company" or "Pharmacia"), a Delaware
corporation, was created through the merger (the "Merger") of Monsanto Company
("former Monsanto") and Pharmacia & Upjohn, Inc. ("P&U") on March 31, 2000. In
the Merger, former Monsanto was renamed Pharmacia Corporation and is the public
company, while P&U became a subsidiary of Pharmacia. However, the corporate
structure has no material effect on operation of the Company's business.
References to the Company or Pharmacia prior to March 31, 2000 refer to former
Monsanto.
After the Merger, the agricultural operations of former Monsanto were
transferred to a newly created subsidiary of Pharmacia. The subsidiary was named
Monsanto Company ("new Monsanto") in order to facilitate recognition of the
continuing business by the Company's agricultural customers. On October 23,
2000, 14.74% of the shares of new Monsanto were sold to the public in an initial
public offering.
SEGMENT DESCRIPTIONS
For SEC reporting purposes, the Company's business is divided into
three business segments: Prescription Pharmaceuticals, Agricultural
Productivity, and Seeds and Genomics. The Company also operates several business
units that do not constitute reportable business segments. Further information
on the Agricultural Productivity and the Seeds and Genomics segments is included
in the Monsanto Company Form 10-K for the fiscal year ended December 31, 2000.
PRESCRIPTION PHARMACEUTICALS
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The Company's Prescription Pharmaceuticals segment involves the
business and activities engaged in, supporting or related to the research,
development, registration, manufacture and sale of prescription pharmaceutical
products, including general therapeutics, opthalmology, and hospital products,
which include oncology products and diversified therapeutics.
The Company's leading prescription products, including Celebrex,
Ambien, Xalatan, Genotropin, Camptosar and Detrol, are all market leaders in
their respective categories.
Celebrex, the first selective cyclooxygenase-2 ("COX-2") nonsteroidal
anti-inflammatory drug, is the world's top selling prescription arthritis
medication. Celebrex is used for the treatment of both osteoarthritis and
rheumatoid arthritis. During the second half of 2000, Celebrex was launched in
the European Union and is now available in over 70 countries. Celebrex is
co-promoted (or, where required by law, co-marketed) by Pfizer, Inc. in the U.S.
and Europe and by Yamanouchi in Japan. The principal competitor to Celebrex is
VIOXX, another selective COX-2 inhibitor, sold by Merck & Co., which competes by
claiming faster onset and an indication for acute pain, for which Celebrex is
not indicated. In the second half of 2000, the Company filed a New Drug
Application ("NDA") with the United States Food and Drug Administration ("FDA")
for parecoxib, the first injectable selective COX-2 inhibitor, which is being
reviewed for the treatment of acute pain. In March 2001, the Company filed an
NDA with the FDA for valdecoxib, an oral, second-generation selective COX-2
inhibitor, which is being reviewed for the treatment of osteoarthritis,
rheumatoid arthritis and acute pain.
Ambien, the leading short-term treatment for insomnia in the U.S., was
in-licensed from Sanofi-Synthelabo under terms which allow Sanofi-Synthelabo to
reacquire all rights to Ambien by making a significant final payment to the
Company.
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Xalatan, the world's top selling branded glaucoma product, treats
glaucoma by lowering intraocular pressure through a novel mechanism of action.
During 2000, Xalcom, a fixed combination of the Company's Xalatan and timolol,
was approved in Sweden and received a second approvable letter from the FDA.
Xalcom provides a stronger reduction in intraocular pressure.
Genotropin, the world's leading recombinant human growth hormone, is
used for treating children and adults with growth hormone deficiency. Genotropin
is also used for other minor indications. Adding to the Company's endocrine
treatment business, in early 2001, the Company completed its acquisition of
Sensus Drug Development Corporation, which has filed an NDA with the FDA for
pegvisomant, a growth hormone receptor antagonist, which is being reviewed for
the treatment of acromegaly, a life-threatening disorder caused by
overproduction of growth hormone. This product has been granted orphan drug
status by the FDA and designated for priority review.
Camptosar, for first-line therapy in metastatic colorectal cancer, is
the leading treatment for colorectal cancer in the U.S. The product was
in-licensed from Yakult Honsha Co. for marketing in the U.S. In addition to
Camptosar, the Company markets several other oncology drugs. Pharmorubicin is
one of the most commonly used treatments for breast cancer in Europe, and is
marketed under the tradename Ellence in the U.S. for the adjuvant treatment of
patients with breast cancer. Aromasin, an oral hormonal drug that blocks the
production of estrogen, was launched during 2000 in the U.S. and in key markets
in Europe and Latin America as a second-line breast cancer treatment. The
Company's subsidiary, Sugen, Inc., has developed proprietary technology
platforms to identify small molecule drugs which target specific cellular signal
transduction pathways and may have oncological or other therapeutic uses.
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Detrol/Detrusitol is the world's leading branded therapy for
overactive bladder. Detrol LA, a once-daily therapy for the treatment of
overactive bladder, was launched in the U.S. in January 2001, and received
initial European Union approval in Sweden, where it will be marketed as
Detrusitol SR.
Zyvox, launched in the U.S. in 2000 and in the U.K. in early 2001,
with launch throughout Europe later in 2001, is indicated for the treatment of
patients with severe gram-positive infections. Zyvox is the lead compound in the
oxazolidinone class of antibiotics, the first of a completely new class of
antibiotics to be introduced in more than 30 years. Zyvox augments the Company's
existing line of antibiotics, including the Cleocin/Dalacin line.
OTHER PHARMACEUTICALS
The Company operates several business units that do not constitute
reportable business segments for SEC purposes. These businesses include consumer
health care, animal health, diagnostics, pharmaceutical commercial services,
biotechnology investments and plasma products.
The consumer health care business consists of self-medication products
that are available to consumers over-the-counter without a prescription,
including the Nicorette line of products to treat tobacco dependency, and
Rogaine (Regaine outside the U.S.) products for the treatment of hereditary hair
loss. The animal health business produces and markets both pharmaceuticals and
feed additives for livestock and pets, including Naxcel/Excenel, an antibiotic
used to treat a variety of infections, and Lincomix/Linco-Spectin, an antibiotic
used to treat swine and poultry infections. The diagnostics business is the
world leader in the sale of in vitro allergy diagnostic equipment. The
pharmaceutical commercial services business develops, manufactures and markets
certain bulk pharmaceutical chemicals and selected specialty chemicals to third
parties. The
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Company's biotechnology investments include the Company's 45% ownership of
Amersham Pharmacia Biotech, Ltd., one of the world's leading suppliers of
biotechnology equipment and supplies for life science research, and the
Company's 41% ownership of Biacore International AB, which develops,
manufactures and markets advanced scientific instruments employing
affinity-based biosensor technology.
The Sweden-based plasma products business prepares and markets
products derived from blood plasma. The Company is considering the transfer of
its plasma products business, together with its metabolic diseases research
unit, also located in Sweden, to a new company to be financed by external
investors, with the Company maintaining a minority interest.
In 2000, the Company sold its artificial sweetener business (bulk
aspartame and tabletop sweeteners) and its biogums business.
AGRICULTURAL PRODUCTIVITY
The Agricultural Productivity segment consists of crop protection
products, animal agriculture and the environmental technologies business lines.
The Company's leading crop protection product is the Roundup brand family of
herbicides. The U.S. patent on glyphosate, the active ingredient in Roundup
herbicide, expired in September of 2000. To meet increased competition from
generic and other branded glyphosate products, the Company selectively reduced
prices for glyphosate products to encourage new uses and increase sales volumes.
Sales of glyphosate products will be affected by the extent conservation tillage
is used and the number of acres planted with products with Roundup Ready traits.
The Company also markets selective chemistry products, including HarnessXtra, a
corn herbicide, and a new wheat herbicide.
Animal agriculture includes the Posilac brand of bovine somatotropin,
which is an injectable protein-based productivity enhancer for lactating dairy
cows, and DEKALB Swine, which supplies premium genetics to the pork industry.
The environmental technologies business designs and builds chemical plants and
plant process systems, including sulfuric acid plants, cogeneration facilities
and air pollution control systems.
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SEEDS AND GENOMICS
The Seeds and Genomics segment is comprised of the global seeds and
related trait businesses and genetic technology platforms. The Company breeds,
grows and sells both conventional seeds, particularly corn, soybeans, wheat,
canola and sunflowers, and seeds with biotechnology traits, including Roundup
Ready soybeans, cotton, canola and corn; YieldGard insect-protected corn; and
Bollgard and Roundup Ready traits in cotton.
RESEARCH AND DEVELOPMENT
The Company's pharmaceutical R&D efforts focus on discovering or
licensing and developing new innovative pharmaceuticals offering high
therapeutic benefits in areas where the Company believes it can establish a
leading global position.
R&D in the Agricultural Productivity segment focuses on developing
proprietary Roundup formulations and more powerful glyphosate-based solutions.
R&D in the Seeds and Genomics segment focuses on seed breeding and developing
proprietary biotechnology-based traits.
The Company's total expenses for research and development in all
businesses were: $2.8 billion in 2000; $2.8 billion in 1999; and $2.2 billion in
1998. Expenses for research and development related to Agricultural Productivity
and Seeds and Genomics were: $558 million in 2000; $695 million in 1999; and
$536 million in 1998.
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COMPETITION
The pharmaceutical industry is highly competitive. The Company's
principal pharmaceutical competitors consist of major international corporations
with substantial resources. A drug may be subject to competition from
alternative therapies during the period of patent protection and thereafter it
will be subject to further competition from generic products.
The Company's competitive position depends, in part, upon its
continuing ability to discover, acquire and develop innovative, cost-effective
new products, as well as new indications and product improvements protected by
patents and other intellectual property rights. The Company also competes on the
basis of price and product differentiation.
The global markets for agricultural products are highly competitive.
Competition is expected to intensify as the result of continuing industry
consolidation, patent expiration for Roundup herbicide in the United States and
increased expenditures on the development and commercialization of
biotechnology traits. Competitive success in crop protection products is
dependent upon price, product performance, the quality of solutions offered to
growers, and the quality of service to distributors and growers. There are
between five and ten major global competitors in agricultural chemical
markets. Significant competition for Roundup herbicide also comes from
glyphosate producers in China, that sell to both local and export markets.
Within the seeds business there are relatively few global
competitors; however, the Company competes with hundreds of local and regional
companies. In certain countries the Company also competes with government-owned
seed companies, and may also compete with saved seed practices of growers.
Product performance (in particular, crop yield), customer service, intellectual
property and price are important determinants of market success. In addition,
strong distributor and grower relationships have been have been important in
the United States and other countries.
The Company's traits compete directly with traits developed by other
companies as well as with agricultural chemicals. Other agrichemical marketers
produce chemical products that compete with Roundup and Roundup Ready systems.
Competition for the discovery of new agricultural traits based on biotechnology
and/or genomics is likely to come from major global agrichemical companies, and
also from academic researchers, biotechnology boutiques and numerous firms that
are investigating gene function with principal focus on human applications.
The primary factors underlying the competitive success of traits are public
acceptance, governmental approvals, performance, timeliness of introduction,
value and environmental impact.
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EMPLOYEES
The Company has approximately 59,000 employees worldwide, with
approximately 14,700 supporting the agricultural business. The number of
employees is continually changing based on realignment of operations and
workforce needs.
The Company believes that it has good relations with its employees.
Employees at several non-U.S. locations are represented either by freely elected
unions or by legally mandated workers' councils or similar organizations.
CUSTOMERS AND DISTRIBUTION OF PRODUCTS
The Company's pharmaceutical products are sold worldwide to
distributors and wholesalers, health care providers, veterinarians, drug stores,
food stores and mass merchandisors. The Company markets its products through
its own marketing companies, through co-marketing or co-promotion partners, and
through local distributors and licensees.
The Company's agricultural business sells to a variety of customers in
the agricultural industry, including individual growers, seed companies,
distributors, independent retailers and agricultural cooperatives, we well as
other major agricultural chemical producers. The Company has a worldwide
distribution and sales and marketing organization that consolidates the sales
forces of its crop protection and seeds and traits operations.
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SEASONALITY AND WORKING CAPITAL
Sales of the Company's agricultural products fluctuate based on the
local planting and growing seasons. North America, the largest market, records
substantially all of its sales in the first half of the year, while South
America, a much smaller market, records substantially all of its sales in the
second half of the year. Consistent with industry practice, the Company
regularly extends credit to customers to enable them to acquire agricultural
chemicals and seeds at the beginning of the growing season, which requires the
Company to borrow funds to finance accounts receivable and inventories.
Short-term debt is the primary source to fund the Company's agricultural working
capital.
Sales of pharmaceutical products are not materially affected by
seasonality or working capital issues.
RAW MATERIALS AND ENERGY RESOURCES
The Company is a significant purchaser of a variety of basic and
intermediate raw materials. The Company is not dependent on any one supplier for
its raw materials or energy requirements, but certain important raw materials
are obtained from a few major suppliers. However, additional capacity exists for
all major raw materials either from different suppliers or from alternate
manufacturing locations.
The Company purchases all of its North American supply of elemental
phosphorus from a joint venture owned 99% by new Monsanto. Alternate sources of
elemental phosphorus are available from other suppliers based in the United
States, the Netherlands and China.
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PATENTS AND TRADEMARKS
All product names, indicated in italics throughout this document, are
trademarks owned by, or licensed to, the Company, except that Ambien is a
registered trademark of Sanofi-Synthelabo, Inc.; and Camptosar is a registered
trademark of Yakult Honsha Co., Ltd. VIOXX is a registered trademark of Merck &
Co.
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The Company believes that the patents, trademarks and other
intellectual property owned or licensed by the Company, taken as a whole, are
material to its business.
The Company's major pharmaceutical products are protected by patents
with substantial remaining life. Celebrex is protected by a U.S. patent until
2013; Xalatan until 2011; Camptosar until 2007; Detrol until 2012; and Zyvox
until 2014. The U.S. patent on Ambien expires in 2006, but the Company will lose
marketing rights to the product in April 2002. Genotropin is no longer protected
by a compound patent, but the Company has patented proprietary delivery devices.
The Company's insect resistant seed traits (including YieldGard trait
in corn seed and Bollgard trait in cotton seed) are protected by U.S. patents
until 2013. The Company's herbicide resistant seed traits (Roundup Ready traits
in cotton seed, corn seed, canola seed and soybean seed) are protected by U.S.
patents until 2014. The gene transformation technology used for Roundup Ready
soybean, corn, canola and cotton products is protected by U.S. patents until
2007.
See "Legal Proceedings" below for a description of litigation relating
to the patents for the Company's products.
INTERNATIONAL OPERATIONS
The Company's operations outside the United States are conducted
primarily through subsidiaries. International sales in 2000 amounted to 45% of
the Company's total worldwide sales.
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The Company's international operations are subject to a number of
risks and uncertainties, such as: local economic and business conditions;
fluctuations in currency values and foreign exchange rates; exchange control
regulations; import and trade restrictions, including embargoes; governmental
instability; legislative and regulatory controls on pricing of products; and
other potentially detrimental domestic and foreign governmental practices or
policies affecting U.S. companies doing business abroad. See "Note 20: Segment
Information" on page 71 appearing in Exhibit 13 of this Report and incorporated
herein by reference.
ENVIRONMENTAL MATTERS
The Company is subject to extensive environmental legislation and
regulation, requiring substantial environmental compliance costs, including
capital expenditures related to future production. Projects related to the
prevention, mitigation and elimination of environmental effects are implemented
worldwide.
Since several capital projects are undertaken for both environmental
control and other business purposes, such as production process improvements, it
is difficult to estimate the specific capital expenditures for environmental
control. However, estimated capital expenditures for environmental protection in
2000 were $60 million and are estimated to be approximately $90 million in 2001.
Operating expenses for compliance with environmental protection laws and
regulations in 2000 are estimated to have been in excess of $110 million.
Management estimates that such operating expenses will be in excess of $130
million in each of years 2001 and 2002.
With regard to the Company's discontinued industrial chemical
facility in North Haven, Connecticut, the Company may soon be required to submit
a corrective measures study report to the U.S. Environmental Protection Agency
("EPA"). As the corrective action progresses, it may become
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appropriate to reevaluate the Company's existing reserves designated for
remediation in light of changing circumstances. It is reasonably possible that a
material increase in accrued liabilities will be required. It is not possible,
however, to estimate a range of potential losses at this time. Accordingly, it
is not possible to determine what, if any, additional exposure exists at this
time.
Under the terms of the Separation Agreement with new Monsanto, new
Monsanto is responsible for remediation liabilities at existing and former
manufacturing locations and certain off-site disposal and formulation facilities
used by the agricultural business.
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ITEM 2. PROPERTIES
The Company's pharmaceutical businesses operate through a number of
offices, research laboratories and production facilities throughout the world
with principal locations in Kalamazoo, Michigan; Skokie, Illinois; St. Louis,
Missouri; South San Francisco, California; Stockholm and Helsingborg, Sweden;
Milan, Italy; Puurs, Belgium; Japan and Puerto Rico. The agricultural businesses
operate through a number of offices, research laboratories and production
facilities throughout the world with principal locations in St. Louis County,
Missouri; Alvin, Texas, Antwerp, Belgium; Augusta, Georgia; Fayetteville, North
Carolina; Luling, Louisiana; Muscatine, Iowa; Rock Springs, Wyoming; Sao dos
Campos, Brazil; Soda Springs, Idaho; Texas City, Texas and Zarate, Argentina.
Another significant chemicals manufacturing facility is under construction in
Camacari, Brazil. The Company's pharmaceutical headquarters are located in
Peapack, New Jersey and the headquarters for the agricultural business are
located in St. Louis, Missouri. The Company believes its properties to be
adequately maintained and suitable for their intended use. The facilities
generally have sufficient capacity for existing needs and expected near-term
growth and expansion projects are undertaken as necessary to meet future needs.
ITEM 3. LEGAL PROCEEDINGS
On April 11, 2000, the University of Rochester filed suit in U.S.
District Court for the Western District of New York, asserting patent
infringement against the Company and certain of its subsidiaries as well as
Pfizer, Inc. The University asserts that its U.S. patent has claims directed to
a method of treating human patients by administering a selective COX-2
inhibitor. The University has sought injunctive relief, as well as monetary
compensation for infringement of the patent. The trial has been tentatively
scheduled for September 2002.
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On May 19, 1995, Mycogen Plant Sciences, Inc. filed suit against
former Monsanto in the U.S. District Court in California alleging infringement
of its patent involving synthetic Bt genes, and seeking unspecified damages and
injunctive relief. On November 10, 1999, the court granted summary judgment in
the Company's favor and dismissed all of Mycogen's patent claims, finding
Mycogen's patent invalid on the basis of the Company's prior invention, as
determined in the Delaware Bt action described below. Previously, the court had
also held that products containing Bt genes made prior to January 1995 did not
infringe Mycogen's patent. Mycogen has filed an appeal with the Court of Appeals
for the Federal Circuit seeking to overturn the dismissal.
In June 1996, Mycogen Corporation, Mycogen Plant Sciences, Inc. and
Agrigenetics filed suit against former Monsanto in California State Superior
Court in San Diego alleging that former Monsanto failed to license, under an
option agreement, technology relating to Bt corn and glyphosate-tolerant corn,
cotton and canola. On October 20, 1997, the court construed the agreement as a
license to receive genes rather than a license to receive germplasm. Jury trial
of the damage claim for lost future profits from the alleged delay in
performance ended March 20, 1998, with a verdict against the Company awarding
damages totaling approximately $175 million. On June 28, 2000, the California
Court of Appeals for the Fourth Appellate District issued its opinion reversing
the jury verdict and related judgment of the trial court, and directed that
judgment should be entered in the Company's favor. Mycogen's subsequent motion
for rehearing has been denied. Mycogen's petition with the California Supreme
Court requesting further review was accepted on October 25, 2000, and their
appeal of the reversal of judgment is continuing. The Company believes that its
position is correct and that the decision of the appellate court should be
upheld, and will continue to vigorously defend its position. In the event that
Mycogen were to prevail in the California Supreme
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Court, further proceedings would be required to consider issues not yet
addressed in the lower court, including the speculative nature of the damages
for future lost profits.
Former Monsanto is also a party in interference proceedings against
Mycogen in the U.S. Patent and Trademark Office to determine the first party to
invent certain inventions related to Bt technology, and has requested a stay of
the interference proceeding pending determination of Mycogen's appeal. Under
U.S. law, patents issue to the first to invent, not the first to file for a
patent on, a subject invention. If two or more parties seek patent protection on
the same invention, as is the case with the new Monsanto's Bt technology, the
U.S. Patent and Trademark Office must hold interference proceedings to identify
the party who first invented the particular invention in dispute. This
interference proceeding is directly impacted by the outcome of the Delaware Bt
Action described below.
On October 22, 1996, Mycogen Corporation filed suit against former
Monsanto, DEKALB Genetics (subsequently acquired by former Monsanto) and Delta
and Pine Land in the U.S. District Court in Delaware alleging infringement of
two Bt-related patents (the "Delaware Bt Action"). The jury trial concluded on
February 3, 1998, with a verdict in favor of all defendants. Mycogen's patents
were invalidated on the basis that it was a prior inventor. On September 8,
1999, the district court issued a revised order that upheld the jury verdict and
ruled that Mycogen's patents were invalid due to their prior invention and lack
of enablement. On March 12, 2001, the Court of Appeals for the Federal Circuit
affirmed the verdict that had invalidated Mycogen's patents on the basis of
prior invention.
On November 20, 1997, Aventis CropScience S.A. (formerly Rhone Poulenc
Agrochimie S.A. ("Aventis") filed suit in the U.S. District Court in North
Carolina against the former Monsanto and DEKALB Genetics alleging that because
DEKALB Genetics failed to disclose a
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research report involving the testing of plants to determine glyphosate
tolerance, Aventis was induced by fraud to enter into a 1994 license agreement
relating to technology incorporated into a specific type of herbicide-tolerant
corn. Aventis also alleged that DEKALB Genetics did not have a right to license,
make or sell products using Aventis' technology for glyphosate resistance under
the terms of the 1994 agreement. On April 5, 1999, the trial court rejected
Aventis' claim that the contract language did not convey a license. Jury trial
of the fraud claims ended April 22, 1999, with a verdict for Aventis and against
DEKALB Genetics. The jury awarded Aventis $15 million in actual damages and $50
million in punitive damages. The trial was bifurcated to allow claims for patent
infringement and misappropriation of trade secrets to be tried before a
different jury. Jury trial on these claims ended June 3, 1999, with a verdict
for Aventis and against DEKALB Genetics. The district court had dismissed the
former Monsanto from both phases of the trial prior to verdict on the legal
basis that it was a bona fide licensee of the corn technology. On or about
February 8, 2000, the district court affirmed both jury verdicts against DEKALB
Genetics, and enjoined DEKALB Genetics from future sales of the specific type of
herbicide-tolerant corn involved in the agreement (other than materials held in
DEKALB's inventory on June 2, 1999). Judgment was entered March 10, 2000. DEKALB
has filed an appeal of the jury verdict to the Court of Appeals for the Federal
Circuit. On March 8, 2000, Aventis filed with the Court of Appeals for the
Federal Circuit its notice to appeal certain district court rulings that denied
claims for further equitable relief against the Company, including the court's
ruling that former Monsanto was a bona fide licensee. If the Company loses, new
Monsanto could be precluded from marketing its current product. However, new
Monsanto and DEKALB Genetics expect to replace this specific type of
herbicide-tolerant corn with new technology not associated with Aventis' claims
in this litigation. The new technology has been approved in the United States
and Canada, and if approval to import into Japan is received as anticipated, new
Monsanto expects to make this new technology available in the United States for
the Spring, 2001 planting season. Pending the conclusion of this litigation, new
Monsanto, its licensees
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and DEKALB Genetics (to the extent permitted under the district court's order
and an agreement with Aventis) continue to sell the specific type of
herbicide-tolerant corn pursuant to a royalty-bearing agreement with Aventis.
The district court held an advisory jury trial which ended with a verdict in
favor of Aventis on September 1, 2000, regarding claims that certain employees
of Aventis should be named as "co-inventor" on two patents issued to DEKALB
Genetics. No monetary relief was sought. DEKALB Genetics continues to deny that
Aventis employees should be named as "co-inventor" on the two patents since
those individuals made no inventive contribution. The parties have submitted
proposed findings of fact and conclusions of law on the verdict. An arbitration
was filed on May 27, 1999, in the name of Calgene LLC, new Monsanto's
wholly-owned subsidiary, claiming that as a former partner of Aventis, Calgene
LLC is entitled to at least half of any damages, royalties or other amounts
recovered by Aventis from the Company or DEKALB pursuant to these proceedings.
On December 14, 1999, a class action lawsuit claiming unspecified
damages was filed against former Monsanto in the U.S. District Court for the
District of Columbia by six farmers purporting to represent a class composed of
purchasers of genetically modified soybean and corn seed and growers of
non-genetically modified soybean and corn seed. The complaint alleges that the
Company violated various antitrust laws and unspecified international laws
through the Company's patent license agreements, breached an implied warranty of
merchantability and violated unspecified consumer fraud and deceptive business
practices laws in connection with the sale of genetically modified seed. The
plaintiffs seek declaratory and injunctive relief in addition to antitrust,
treble, compensatory and punitive damages and attorneys' fees.
On February 14, 2000, a class action lawsuit claiming unspecified
damages was filed against former Monsanto in the U.S. District Court for the
Southern District of Illinois by five
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farmers purporting to represent various classes of farmers. The complaint
alleges claims virtually identical to those in the preceding case.
In December 2000, on former Monsanto's motion, both of these lawsuits
were ordered transferred to the United States District Court for the Eastern
District of Missouri. Plaintiffs have requested reconsideration of this ruling.
On March 27, 2000, DuPont filed a suit against former Monsanto in the
U.S. District Court for the District of South Carolina, seeking unspecified
damages and injunctive relief for alleged violations of federal antitrust acts
and state law in connection with glyphosate-related business matters. The
complaint asserts that a DuPont herbicide product has not been successfully
introduced into the marketplace due to alleged anti-competitive practices that
have enhanced new Monsanto sales of Roundup herbicide and Roundup Ready cotton.
DuPont has sought leave to amend its complaint to add a cause of action based
upon an alleged violation of the Lanham Act relating to some of former
Monsanto's advertising campaigns. Former Monsanto entered into a glyphosate
supply agreement with DuPont in December 1999. A jury trial is scheduled to
commence in October 2001. The Company denies that it has engaged in any
anti-competitive activities.
On March 30, 2000, DuPont filed a suit against former Monsanto and
Asgrow in the U.S. District Court for Delaware, seeking damages and equitable
relief including the divestiture of Asgrow by former Monsanto for alleged
violations of federal antitrust acts and state law in connection with glyphosate
tolerant soybean business matters. The complaint asserts that Asgrow breached
certain contract obligations and that former Monsanto tortiously interfered with
those obligations, and as a consequence DuPont is asserting previously resolved
claims that Asgrow misappropriated intellectual property of DuPont. The
complaint also alleges that Asgrow's actions
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improperly accelerated former Monsanto's development of glyphosate tolerant
soybeans. DuPont has sought leave to amend its complaint to add a cause of
action based upon an alleged violation of the Lanham Act relating to some of
former Monsanto's advertising campaigns. Former Monsanto has filed to dismiss
the lawsuit based on statute of limitations and estoppel. The Company denies
that it has engaged in any anti-competitive activities.
On December 30, 1999, following former Monsanto's announcement that it
had withdrawn its filing for U.S. antitrust clearance of the proposed merger
with Delta and Pine Land in light of the Department of Justice's unwillingness
to approve the transaction on commercially reasonable terms, two alleged holders
of Delta and Pine Land common stock filed a derivative and class action lawsuit
against former Monsanto, Delta and Pine Land and members of the Delta and Pine
Land board of directors in the Delaware Court of Chancery. Plaintiffs allege
that Delta and Pine Land has been harmed by the termination of the effort to
complete the merger and that the individual defendants have a continuing duty to
seek a value-maximizing transaction for the stockholders, and requested
unspecified compensatory damages, costs, disbursements and fees. On July 28,
2000, this proceeding was dismissed.
On January 18, 2000, Delta and Pine Land reinstituted a suit against
former Monsanto in the Circuit Court of the First Judicial District of Bolivar
County, Mississippi, seeking unspecified compensatory damages for lost stock
market value of not less than $1 billion, as well as punitive damages, resulting
from former Monsanto's alleged failure to exercise reasonable efforts to
complete the merger. The parties have agreed that following the dismissal of
certain shareholder litigation initiated against Delta and Pine Land and former
Monsanto in Delaware, all remaining litigation between the companies will
proceed in Mississippi. On December 19, 2000, Delta and Pine Land moved for
leave to file an amended complaint, to add an allegation that former Monsanto
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tortiously interfered with Delta and Pine Land's prospective business relations
by feigning interest in the merger so as to keep Delta and Pine Land from
pursuing transactions with other entities. Delta and Pine Land also filed a new
lawsuit against former Monsanto in Bolivar County, Mississippi, on that same
date, asserting only the tortious interference claim.
Since the 1984 termination of the class action litigation against
various manufacturers, including former Monsanto, of the herbicide Agent Orange
used in the Vietnam war, former Monsanto has successfully defended against
various lawsuits associated with the herbicide's use. A few matters remain
pending, including three separate actions, now consolidated, filed against
former Monsanto and The Dow Chemical Company in Seoul, Korea in October 1999.
Approximately 13,760 Korean veterans of the Vietnam war allege they were exposed
to, and suffered injuries from, herbicides manufactured by the defendants. The
complaints fail to assert any specific causes of action, but seek damages of 300
million won (approximately $250,000) per plaintiff. The Company is also subject
to ancillary actions in Korea, including a request for provisional relief
pending resolution of the main lawsuit. On December 2, 1999, plaintiffs filed a
class action lawsuit against former Monsanto and five other herbicide
manufacturers in the U.S. District Court for the Eastern District of
Pennsylvania. The plaintiffs purport to represent a class of over 9,000 Korean
and 1,000 U.S. service persons allegedly exposed to the herbicide Agent Orange
and other herbicides sprayed from 1967 to 1970 in or near the demilitarized zone
separating North Korea from South Korea. The complaint does not assert any
specific causes of action or demand a specified amount in damages. The Judicial
Panel on Multidistrict Litigation has granted transfer of the case to the U.S.
District Court for the Eastern District of New York for coordinated pretrial
proceedings as part of In re "Agent Orange" Product Liability Litigation, which
is the multidistrict litigation proceeding established in 1977 to coordinate
Agent Orange-related litigation in the United States.
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On March 7, 2000, the U.S. Department of Justice filed suit on behalf
of the EPA in U.S. District Court for the District of Wyoming against former
Monsanto, Solutia (the former Monsanto's chemical business spun-off in 1997) and
P4 Production, seeking civil penalties for alleged violations of Wyoming's
environmental laws and regulations, and of an air permit issued in 1994 by the
Wyoming Department of Environmental Quality. The permit had been issued for a
coal coking facility in Rock Springs, Wyoming that is currently owned by P4
Production. The United States sought civil penalties of up to $25,000 per day
(or $27,500 per day for violations occurring after January 30, 1997) for the air
violations, and immediate compliance with the air permit. In light of the
government's lawsuit, the companies have voluntarily dismissed a declaratory
judgement action that they had previously brought, and have raised the same
issues as an affirmative defense to this action, arguing that it is precluded by
the doctrine of res judicata because the companies have already paid a $200,000
fine covering the same Clean Air Act violations pursuant to a consent decree
entered in the First Judicial District Court in Laramie County, Wyoming on June
25, 1999. On April 12, 2000, the Department of Justice revised its settlement
demand, from $2.5 million to $1.9 million plus injunctive relief to ensure P4
Production's compliance with the Clean Air Act. On April 21, 2000, the companies
filed a motion for dismissal or summary judgement on the grounds of claim
preclusion, including the doctrines of res judicata and release.
Pursuant to the Separation Agreement, new Monsanto assumed
responsibility for legal proceedings primarily related to the agricultural
business. As a result, although the Company may remain the named defendant or
plaintiff in these cases, new Monsanto will manage the litigation. In addition,
in the proceedings where the Company is the defendant, new Monsanto will
indemnify the Company for costs, expenses and any judgments or settlements; and
in the proceedings where the Company is the plaintiff, new Monsanto will pay the
fees and costs of, and receive any benefits from, this litigation.
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The Company is involved in other legal proceedings arising in the
ordinary course of its business. While the results of litigation cannot be
predicted with certainty, the Company does not believe that the resolution of
these proceedings, either individually or taken as a whole, will have a material
adverse effect on its financial position, profitability or liquidity. Please see
the section captioned "environmental matters" for information concerning the
Company's discontinued industrial chemical facility in North Haven, Connecticut.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter ended December 31, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding executive officers is contained in Item 10 of Part III of
this report (General Instruction G) and is incorporated herein by reference.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is listed and traded on the New York Stock Exchange
under the symbol PHA. As of March 5, 2001, there were 76,355 holders
of record of the Common Stock.
Information regarding dividends and related shareholder matters
appearing in Note 16 "Shareholders' Equity" on page 67 and market
prices for the Company's Common Stock appearing under the caption
"Quarterly Data" on page 74 of the 2000 Annual Report are incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the Registrant's Annual Report to
Shareholders filed as Exhibit 13 hereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated herein by reference to the Registrant's Annual Report to
Shareholders filed as Exhibit 13 hereto.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Incorporated herein by reference to the Registrant's Annual Report to
Shareholders filed as Exhibit 13 hereto.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference to the Registrant's Annual Report to
Shareholders filed as Exhibit 13 hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Background information for the Board of Directors, including Fred
Hassan, the Company's Chairman and Chief Executive Officer, is incorporated
herein by reference from the Company's 2001 Proxy Statement on pages 3
through 7. In addition to Fred Hassan, the following are the Company's executive
officers:
Goran A. Ando, M.D., age 51, Executive Vice President and
President, Research and Development since March 2000; and Executive
Vice President and President, Research & Development of P&U from
November 1995 to March 2000.
Hakan Astrom, age 53, Senior Vice President, Strategy and
Corporate Affairs since March 2000; and Senior Vice President,
Corporate Strategy and Investor Relations of P&U from November 1995 to
March 2000. He is also a director of new Monsanto.
Richard T. Collier, age 47, Senior Vice President and General
Counsel since March 2000; Senior Vice President and General Counsel of
P&U from December 1997 to March 2000; and Senior Vice President and
General Counsel of Rhone-Poulenc Rorer from December 1994 to December
1997.
Christopher J. Coughlin, age 48, Executive Vice President and
Chief Financial Officer since March 2000; Executive Vice President and
Chief Financial Officer of P&U from March 1998 to March 2000;
President, Nabisco International from 1997 to March 1998; and Executive
Vice President and Chief Financial Officer of Nabisco from 1996 to
1997. He is also a director of new Monsanto.
Carrie Smith Cox, age 43, Executive Vice President and
President, Global Prescription Business since February 2001; Executive
Vice President and President, Global Business Management from March
2000 to February 2001; Senior Vice President and Head, Global Business
Management of P&U from 1997 to March 2000; Vice President, Women's
Health Care at Wyeth-Ayerst Laboratories, a division of American Home
Products, since before 1996.
Stephen P. MacMillan, age 37, Sector Vice President, Global
Specialty Operations since March 2000; Sector Vice President, Global
Specialty Operations of P&U from December 1999 to March 2000; President
of Johnson & Johnson-Merck Consumer Pharmaceuticals from December 1998
to December 1999, Vice President of Marketing and Professional Sales at
McNeil Consumer Products, a division of Johnson & Johnson, from March
1997 to December 1998; and other positions at Johnson & Johnson before
that.
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Philip Needleman, age 62, Senior Executive Vice President,
Chief Scientific Officer, and Chairman, Research & Development since
March 2000; and Senior Vice President, Research and Development and
Chief Scientist of former Monsanto and Co-President of G. D. Searle
& Co. from 1996 to March 2000.
Timothy G. Rothwell, age 50, Executive Vice President, and
President, Global Prescription Business since February 2001; Executive
Vice President, and President, Global Pharmaceutical Operations from
March 2000 to February 2001; Executive Vice President and President,
Global Pharmaceutical Operations of P&U from 1998 to March 2000;
President of Rhone-Poulenc Rorer; and Executive Vice President and
President, Pharmaceutical Operations of Rhone-Poulenc Rorer from 1995
to 1997.
Hendrik A. Verfaillie, age 55, Executive Vice President and
Chief Executive Officer, Monsanto Agricultural Operations of Pharmacia
since March 2000 and President and Chief Executive Officer of new
Monsanto since October 2000; President of former Monsanto from 1997 to
1999; and Vice President, former Monsanto from 1995 to 1997. He is also
a director of new Monsanto.
ITEM 11. EXECUTIVE COMPENSATION
The following information from the Company's 2001 Proxy Statement is
incorporated herein by reference: "Directors' Fees and Other
Arrangements" on page 12; "Executive Compensation" on pages 13 through
25; "Approval of the 2001 Long-Term Incentive Plan (Proxy Item 2)" on
pages 26 through 30; and "Approval of The Operations Committee
Incentive Plan (Proxy Item 3)" on pages 31 through 33.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information appearing under "Stock Ownership of Management
and Certain Beneficial Owners" on pages 8 and 9 of the Company's 2001
Proxy Statement are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information from the Company's 2001 Proxy Statement is
incorporated herein by reference: Transactions and Relationships with
Directors" on page 12; and "Other Information Regarding Management --
Indebtedness" on page 26.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report
1. FINANCIAL STATEMENTS
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The following are included in the 2000 Annual Report to
Shareholders (Exhibit 13) and are incorporated by reference
into this Form 10-K pursuant to Item 8.
Report of Independent Accountants --
PricewaterhouseCoopers LLP.
Consolidated Statements of Earnings, Years ended
December 31, 2000, 1999 and 1998.
Consolidated Balance Sheets, December 31, 2000 and
1999.
Consolidated Statements of Shareholders' Equity,
Years ended December 31, 2000, 1999 and 1998.
Consolidated Statements of Cash Flows, Years ended
December 31, 2000, 1999 and 1998.
Notes to Consolidated Financial Statements.
The Reports of Independent Auditors, Deloitte & Touche LLP,
regarding the audits of former Monsanto Company as of and for
the two-year period ended December 31, 1999 and of new
Monsanto Company as of and for the year ended December 31,
2000. Refer to Exhibit 99.
(a)2. FINANCIAL STATEMENT SCHEDULES
NONE REQUIRED
(1) Schedules are omitted because they are either not required,
are not applicable or because equivalent information has been
included in the financial statements, the notes thereto or
elsewhere herein.
(2) Financial statements of 50 percent-or-less-owned affiliated
persons are omitted because such persons, in the aggregate, do
not constitute a significant subsidiary.
(3). Exhibits -- See the Exhibit Index beginning on page 33 of
this Report. For a listing of all management contracts and
compensatory plans or arrangements to be filed as exhibits to
this Form 10-K, see the Exhibits listed under Exhibit No. 10,
items 1 through 18 on pages 33 through 36 of the Exhibit
Index. The following Exhibits listed in the Exhibit Index are
filed with this Report:
(15) Employment Agreement with Goran Ando dated
September 7, 2000
(16) Executive Life Insurance Plan of the Registrant
(17) Amendment No. 1 dated January 25, 2001 to Agreement
with Robert B. Shapiro dated December 19, 1999
(18) 2001 Annual Incentive Plan Summary, as approved by
the Monsanto Company Board of Directors on December 7,
2000
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(11) Omitted -- Inapplicable; see "Note 8 of Notes to Financial
Statements"
(13) 2000 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) (1) Consent of Independent Accountants -- PricewaterhouseCoopers LLP
(2) Consent of Independent Accountants -- Deloitte & Touche LLP
(24) Certified copy of Board resolution authorizing Form 10-K
filing
(99) Reports of Independent Accountants -- Deloitte & Touche LLP
(b) Reports on Form 8-K during the quarter ended December 31, 2000:
Report on Form 8-K dated November 1, 2000 was filed pursuant to
Item 5 (Other Events) and Item 7 (Financial Statements and
Exhibits).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PHARMACIA CORPORATION
By: /s/ Fred Hassan
----------------------------
Fred Hassan
Chairman and Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Fred Hassan Chairman and Chief Executive Officer February 21, 2001
- ---------------------------------- and Director
Fred Hassan
/s/ Christopher J. Coughlin Executive Vice President February 21, 2001
- ---------------------------------- (Chief Financial Officer)
Christopher J. Coughlin
/s/ Robert G. Thompson Senior Vice President February 21, 2001
- ---------------------------------- (Chief Accounting Officer)
Robert G. Thompson
/s/ Frank C. Carlucci Director February 21, 2001
- ----------------------------------
Frank C. Carlucci
/s/ M. Kathryn Eickhoff Director February 21, 2001
- ----------------------------------
M. Kathryn Eickhoff
/s/ Michael Kantor Director February 21, 2001
- ----------------------------------
Michael Kantor
February 21, 2001
/s/ Gwendolyn S. King Director
- ----------------------------------
Gwendolyn S. King
/s/ Philip Leder Director February 21, 2001
- ----------------------------------
Philip Leder
- ---------------------------------- Director
Berthold Lindqvist
/s/ Olof Lund Director February 21, 2001
- ----------------------------------
Olof Lund
Director
- ----------------------------------
C. Steven McMillan
February 21, 2001
/s/ William U. Parfet Director
- ----------------------------------
William U. Parfet
February 21, 2001
/s/ Jacobus F. M. Peters Director
- ----------------------------------
Jacobus F. M. Peters
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Signature Title Date
--------- ----- ----
/s/ Ulla B. Reinius Director February 21, 2001
- ----------------------------------
Ulla B. Reinius
Director
- ----------------------------------
John E. Robson
Director
- ----------------------------------
William D. Ruckelshaus
/s/ Bengt Samuelsson Director February 21, 2001
- ----------------------------------
Bengt Samuelsson
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit No. Description
- ----------- -----------
(2) (1) Agreement and Plan of Merger, dated as of December 19, 1999,
as amended by Amendment No. 1 dated as of February 18, 2000,
among Monsanto Company, MP Sub, Incorporated and Pharmacia &
Upjohn, Inc. (incorporated herein by reference to Exhibit 2.1
of the Registrant's Form S-4 filed on February 22, 2000,
File No. 333-30824)
(2) Stock Option Agreement, dated as of December 19, 1999, by
and between Monsanto Company, as Issuer, and Pharmacia &
Upjohn, Inc., as Grantee (incorporated herein by reference
to Exhibit 2.2 of the Registrant's Form S-4 filed on
February 22, 2000, File No. 333-30824)
(3) Stock Option Agreement, dated as of December 19, 1999, by and
between Pharmacia & Upjohn, Inc. and Monsanto Company, as
Grantee (incorporated herein by reference to Exhibit 2.3 of
the Registrant's Form S-4 filed on February 22, 2000, File
No. 333-30824)
(4) Separation Agreement by and between Pharmacia Corporation and
Monsanto Company dated as of September 1, 2000 (incorporated
herein by reference to Exhibit 2.1 of Monsanto Company's
Form S-1 filed on September 22, 2000, File No. 333-36956).
(3) (1) Restated Certificate of Incorporation of the Company as of
October 28, 1997 (incorporated herein by reference to
Exhibit 3(i) of the Registrant's Form 10-Q for the quarter
ended September 30, 1997)
(2) Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant, effective March 31, 2000
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Form S-8 filed on April 5, 2000)
(3) By-Laws of the Registrant, as amended and restated effective
March 31, 2000 (incorporated herein by reference to
Exhibit 3.2 of the Registrant's Form 10-Q for the quarter
ended March 31, 2000)
(4) (1) Form of Rights Agreement, amended and restated as of
February 20, 2001, between the Company and Mellon Investor
Services LLC (incorporated herein by reference to Exhibit 4
of the Registrant's Form 8-A/A filed on March 21, 2001)
(2) Master Unit Agreement, dated as of November 30, 1998, by and
between the Company and The First National Bank of Chicago, as
Unit Agent (incorporated herein by reference to Exhibit 4.2 of
the Registrant's Form 8-K filed on December 14, 1998)
(3) Call Option Agreement, dated as of November 30, 1998, by and
between
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Exhibit No. Description
- ----------- -----------
Goldman, Sachs & Co., as Call Option Holder, and The
First National Bank of Chicago, as Unit Agent and as Attorney-
In-Fact (incorporated herein by reference to Exhibit 4.3 of
the Registrant's Form 8-K filed on December 14, 1998)
(4) Pledge Agreement, dated as of November 30, 1998, by
and among the Company, Goldman, Sachs & Co., as Call
Option Holder, First Union National Bank, as Collateral Agent
and Securities Intermediary, and The First National Bank of
Chicago, as Unit Agent and as Attorney-In-Fact (incorporated
herein by reference to Exhibit 4.4 of the Registrant's
Form 8-K filed on December 14, 1998)
(5) Indenture dated as of February 1, 1990, with respect to debt
securities issued by the Upjohn Employee Stock Ownership Trust
and 9.79% Amortizing Notes, Series A, Due February 1, 2004,
issued by the Upjohn Employee Stock Ownership Trust and
guaranteed by the Registrant (not filed pursuant to
Regulation S-K, Item 601(b)(4)(iii)(A); the Registrant agrees
to furnish a copy of these documents to the Securities and
Exchange Commission upon request)
(6) Indenture dated as of August 1, 1991 between Pharmacia &
Upjohn, Inc. and The Bank of New York, as trustee, with
respect to Debt Securities issued thereunder from time to time
(not filed pursuant to Regulation S-K, Item 601(b)(4)(iii)(A);
the Registrant agrees to furnish a copy of these documents to
the Securities and Exchange Commission upon request)
(10) (1) The Pharmacia & Upjohn, Inc. Long-Term Incentive Plan (as
Amended and Restated as of June 1, 2000) (incorporated herein
by reference to Exhibit (10)(1) to the Registrant's Form 10-Q
for the year ended September 30, 2000)
(2) Pharmacia Corporation Management Incentive Plan (as Amended
and Restated as of June 1, 2000) (incorporated herein by
reference to Exhibit (10)(2) to the Registrant's Form 10-Q for
the year ended September 30, 2000)
(3) 2000 Operations Committee Incentive Plan (as amended November
2000) (incorporated herein by reference to Exhibit (10)(3) to
the Registrant's Form 10-Q for the year ended September 30,
2000)
(4) Employment Agreement with Fred Hassan dated November 15, 1999
(incorporated herein by reference to Exhibit (10)(e) to
Pharmacia & Upjohn's Form 10-K for the year ended December 31,
1999)
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Exhibit No. Description
- ----------- -----------
(5) Employment Agreement with Timothy G. Rothwell dated July 31,
2000 (incorporated herein by reference to Exhibit (10)(6) to
the Registrant's Form 10-Q for the year ended September 30,
2000)
(6) Employment Agreement with Philip Needleman, Ph.D. dated
October 29, 2000 (incorporated herein by reference to Exhibit
(10)(7) to the Registrant's Form 10-Q for the year ended
September 30, 2000)
(7) Phantom Share Agreement with Hendrik Verfaillie dated
September 1, 2000 (incorporated herein by reference to
Exhibit (10)(8) to the Registrant's Form 10-Q for the year
ended September 30, 2000)
(8) Tax Sharing Agreement by and between Pharmacia Corporation and
Monsanto Company dated as of September 1, 2000 (incorporated
herein by reference to Exhibit 10.5 of Monsanto Company's
Form S-1 filed on September 22, 2000, File No. 333-36956).
(9) Employee Benefits and Compensation Allocation Agreement
between by and between Pharmacia Corporation and Monsanto
Company dated as of September 1, 2000 (incorporated herein by
reference to Exhibit 10.6 of Monsanto Company's Form S-1 filed
on September 22, 2000, File No. 333-36956).
(10) Intellectual Property Transfer Agreement by and between
Pharmacia Corporation and Monsanto Company dated as of
September 1, 2000 (incorporated herein by reference to
Exhibit 10.7 of Monsanto Company's Form S-1 filed on
September 22, 2000, File No. 333-36956).
(11) Services Agreement by and between Pharmacia Corporation and
Monsanto Company dated as of September 1, 2000 (incorporated
herein by reference to Exhibit 10.8 of Monsanto Company's
Form S-1 filed on September 22, 2000, File No. 333-36956).
(12) Corporate Agreement by and between Pharmacia Corporation and
Monsanto Company dated as of September 1, 2000 (incorporated
herein by reference to Exhibit 10.9 of Monsanto Company's
Form S-1 filed on September 22, 2000, File No. 333-36956).
(13) Agreement with Robert B. Shapiro dated December 19, 1999
(incorporated herein by reference to Exhibit (10)(1) to the
Registrant's Form S-4 filed on February 22, 2000, File No.
333-30824
(14) Annual Incentive Program for certain executive officers
(incorporated herein by reference to the description appearing
under "Annual Incentive Program" on pages 10 through 11 of the
Monsanto Company Notice of Annual Meeting and Proxy Statement
dated March 16, 2001)
(15) Employment Agreement with Goran Ando dated September 7, 2000
(16) Executive Life Insurance Plan of the Registrant
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Exhibit No. Description
- ----------- -----------
(17) Amendment No. 1 dated January 25, 2001 to Agreement with Robert
B. Shapiro dated December 19, 1999
(18) 2001 Annual Incentive Plan Summary, as approved by the Monsanto
Company Board of Directors on December 7, 2000
(11) Omitted -- Inapplicable; see "Note 8 of Notes to Financial
Statements"
(13) 2000 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) (1) Consent of Independent Accountants -- PricewaterhouseCoopers
LLP
(2) Consent of Independent Accountants -- Deloitte & Touche LLP
(24) Certified copy of Board resolution authorizing Form 10-K filing
(99) Reports of Independent Accountants -- Deloitte & Touche LLP
-36-