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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, Plaintiff, Civil Case No.: v. MONSANTO COMPANY and DELTA AND PINE LAND COMPANY, Filed: Defendants. PROPOSED FINAL JUDGMENT WHEREAS, Plaintiff United States of America filed its Complaint on May 31, 2007, Plaintiff and Defendants, Monsanto Company (“Monsanto”) and Delta and Pine Land Company (“DPL”), by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, Defendants agree to be bound by the provisions of this Final Judgment pending its approval by the Court; AND WHEREAS, the essence of this Final Judgment is the prompt and certain divestiture of certain rights and assets and alterations of certain existing license terms by Defendants to assure that competition is not substantially lessened; divestitures and alter AND WHEREAS, Plaintiff requires Defendants to make cert: certain existing license terms for the purpose of remedying the loss of competition alleged in the Complaint; AND WHEREAS, Defendants have represented to Plaintiff that the divestitures and license term alterations required below can and shall be made and that Defendants shall later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture or license alteration provisions contained below; NOW THEREFORE, before any testimony is taken, without trial or adjudication of any issue of fact or law, and upon consent of the parties, it is ORDERED, ADJUDGED AND DECREED: 1. Jurisdiction ‘This Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a claim upon which relief may be granted against Defendants under Section 7 of the Clayton Act, 15 U.S.C. § 18. Il. Definitions ‘As used in this Final Judgment: A. “Acquirer of the Enhanced Stoneville Assets” means the entity or entities to whom Defendant Monsanto divests the Enhanced Stoneville Assets. B. “Cotton States” means Defendant Monsanto’s cotton variety licensing business pursuant to which Defendant Monsanto licenses other cottonseed companies to produce or sell Defendant Monsanto's own cotton varieties, cotton varieties Defendant Monsanto in-licenses from other breeders, or cotton varieties Defendant Monsanto produces from such varieties. 2 C. “DPL” means Defendant Delta and Pine Land Company, a Delaware corporation with its headquarters in Scott, Mississippi, its suecessors and assigns, and its subsidiaries, divisions, groups, affiliates, interests in partnerships and joint ventures, and their directors, officers, managers, agents, and employees. D. _ “DPL Acquirer” means the entity to whom Defendant Monsanto divests Defendant DPL. E, “Monsanto” means Defendant Monsanto Company, a Delaware corporation with its headquarters in St. Louis, Missouri, its successors and assigns, and its subsidiaries, divisions, ‘groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees. F. _ “Stoneville” means all assets used exclusively or primarily in, or to support, the US. business of Stoneville Pedigreed Seed Company, including, but not limited to the assets described in Schedule A. G. “Enhanced Stoneville Assets” means Stoneville and the additional assets, properties, and rights listed in Schedule B. HH. “Syngenta” means Syngenta Crop Protection AG, a Swiss corporation with its headquarters in Basel, Switzerland, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees. I. __“VipCot Assets” means the assets, properties, and rights listed in Schedule C.