monsanto

Monsanto bid for Delta could run into trouble

Monsanto Co.'s attempt to buy southern seed giant Delta & Pine Land Co. could be running into trouble as an unusual backlash against the proposed combination is taking root across the U.S. Farm Belt, the Wall Street Journal reported on its Web site on Monday.

Some biotech-industry leaders are prodding the attorneys general of several states to look into the combination as an antitrust review by the Justice Department extends into its fourth month, the paper said.

2006/8/15 Monsanto

Monsanto Company To Acquire Delta And Pine Land Company For $1.5 Billion In Cash

Monsanto Company and Delta and Pine Land Company announced today that they have signed a definitive agreement whereby Monsanto will acquire Delta and Pine Land Company for $1.5 billion in cash. The transaction was unanimously approved by the Boards of Directors of both companies and is subject to Delta and Pine Land shareowner approval, antitrust clearance, and customary closing conditions.

Delta and Pine Land Company is a leader in the cotton seed industry and currently operates the largest and longest running private cotton seed breeding program in the world. The company's extensive plant breeding programs, including its diverse base of international germplasm, has enabled the company to develop and deliver improved cotton varieties for their farmer customers for more than 90 years.

　

2007/5/31 Monsanto

Monsanto Company Reaches Agreement With U.S. Department of Justice on Elements of Consent Decree, Set to Complete Its Acquisition of Delta and Pine Land Company

Monsanto Company announced today that it has reached an agreement with the U.S. Department of Justice (DOJ) that will allow it to complete its proposed acquisition of Delta and Pine Land Company. Under terms of the agreement, which was filed today in Federal Court in Washington, D.C., Monsanto will be required to divest certain assets including its U.S. branded cotton seed business. Monsanto plans to close its acquisition and resulting divestitures as soon as possible following the required approvals from the court and the DOJ.

モンサントは米国第１位の棉種子会社のDelta and Pine Land の買収で合意したが、司法省による独禁法の審査が大幅に遅れ、1999年12月に買収を断念した。
Delta社は棉種子市場の最大手であるとともに、ターミネーター技術（種子を死滅させる毒性タンパクを作る遺伝子を組み込み、２回目の発芽の際には種子が死滅する技術）を保有している。

一世代限りの種子（ターミネーター）モンサント社が開発凍結国際的反対世論の高まりで

　アメリカのバイオ企業モンサント社は1999/10/4、遺伝子操作で農作物を自家採種できなくするターミネーター・テクノロジーの開発を当面凍結し、商品化を見送る方針を明らかにしました。
　この技術は、種子を死滅させる毒性タンパクを作る遺伝子を植物の細胞の中に組み込み、一回目の発芽の時は、その毒素遺伝子にカギがかけられて種実は収穫できるが、二回目にはそのカギが外れて種子が死滅するという仕組み。これはアメリカの農務省と種子企業デルタ＆パイランド社が開発、モンサント社がデルタ社を買収して、この技術を手中に収めました。

しかし、2005年に同社は、ターミネータ種子を非食料作物（例えば綿？）には使用すると示唆しつつ、”食料作物には不妊種子技術を商業化せず、将来、ターミネータの他の用途を除外することはしない”と公約の記述を修正した。

Acquisition expected to facilitate greater innovation in the cotton industry

In line with its agreement with the DOJ, Monsanto announced that:
-- It has entered into a definitive agreement to sell its Stoneville® cotton seed brand and related business assets, subject to Justice Department approval, to Bayer CropScience for $310 million. As part of this agreement, Monsanto has agreed to sell to Bayer CropScience certain conventional cotton parental lines that Monsanto will acquire from Delta and Pine Land's cotton breeding program. Monsanto will retain a non-exclusive license to these same parental lines. Bayer's FiberMax® brand and the Stoneville brand will continue to be licensed to use Monsanto's cotton trait technologies.
-- It has entered into a definitive agreement to sell its NexGen™ cotton seed brand and related business assets, also subject to Justice Department approval, to Americot for $6.8 million. As part of this agreement, Monsanto has agreed to sell to Americot certain conventional cotton parental lines that Delta and Pine Land acquired from Syngenta in 2006. The Americot® and NexGen brands will continue to be licensed to use Monsanto's cotton trait technologies.
-- It will be amending certain cotton licensing agreements so that its other cotton licensees have the same terms that Delta and Pine Land enjoyed with regard to the use of third-party trait technologies.
-- It will provide to Syngenta certain germplasm in Delta and Pine Land's breeding pipeline that contains VIPCot™ trait technology. This action is intended to allow Syngenta to continue its development of this technology.

http://www.ne.jp/asahi/kagaku/pico/kaigai/kaigai_06/06_08/060816_etc_Monsanto.html

　モンサント社とD&PL 社は、アメリカの綿の種子市場で合わせて57％以上のシェアを持つ。中国、インド、ブラジル、メキシコ、トルコ、及びパキスタンのような主要な市場を含む13カ国にある D&PL 社の関連会社も含むこの買収は、モンサント社が世界の最も重要な貿易農産物のひとつを支配下に置くとともに、数百万の農民が遺伝子組み換え（GM）の綿の種子を受け入れざるを得ない圧力を受ける状況となることを意味する。

デルタ＆パイン・ランド社（D&PL）はアメリカ農務省とともにターミネータ技術－遺伝子組み換えにより収穫時の種子を不妊にする技術－の初期の開発を行ったことで悪名高い。農民、民間社会、及び多数の政府による大規模な反対にもかかわらず、デルタ＆パイン・ランド社（D&PL）はその技術を商業化すると繰り返し主張し、彼らの主要な市場は、アフリカ、アジア、及びラテン・アメリカであると宣言した。同社はすでに温室でターミネータ遺伝子を含む遺伝子組み換えの綿とタバコを栽培していると主張している。

モンサント社による1998年のデルタ＆パイン・ランド社の18億ドル（約2,000億円）での買収計画は、ターミネータ技術に関し世界的に議論が行われていた1999年に破談となった。大きな反対に対応して、モンサント社の前 CEO、ロバート・シャピロは1999年に、同社は不妊種子技術の商業化は行わないと公に約束した。

モンサント社の報道官ロリ・フィッシャーは種子を不妊とする技術を使用するつもりはなく、”食料作物に対しては不妊種子技術を商業化しない”という2005年の公約に立っていると伝えてきた。この公約はまた、”モンサントの人々は技術の発展に伴いこの立場を常に再評価する”と述べている。

Genetic Use Restriction Technology

In 1999, some stakeholders expressed fears that a sterile-seed technology then under development by the U.S. government and a cotton seed company might lead to dependence for poor smallholder farmers. In response, Monsanto made a commitment not to commercialize sterile-seed technologies in food crops. It continues to stand by that commitment today, but Monsanto people constantly reevaluate this stance as technology develops.

Monsanto does not rule out the potential development and use of one of these technologies in the future. The company will continue to study the risks and benefits of this technology on a case-by-case basis.

Open Letter From Monsanto CEO Robert B. Shapiro To Rockefeller Foundation President Gordon Conway and others

DATE: October 4, 1999

I am writing to let you know that we are making a public commitment not to commercialize sterile seed technologies, such as the one dubbed "Terminator." We are doing this based on input from you and a wide range of other experts and stakeholders, including our very important grower constituency.
As you know, sterile seed technology is one of a class of so called "gene protection systems." This is a group of technologies, all still in the conceptual or developmental stage, that could potentially be used to protect the investment companies make in developing genetically-improved crops, as well as possibly providing other agronomic benefits. Some would work by rendering seeds from such crops sterile, while others would work by other means, such as deactivating only the value-added biotech trait. One of the sterile seed technologies was developed and patented jointly by the U.S. Department of Agriculture and Delta & Pine Land, with which we announced our intent to merge in the spring of 1998.
Last April, after hearing concerns about the potential impact of gene protection systems in developing countries and consulting with a number of international experts and development leaders, we called for a thorough, independent review of gene protection systems. We also pledged not to commercialize any of them until that review was completed and we had responded to the issues raised.
Since then, however, we have continued to listen to people who have a particular interest in sterile seed technologies, including the concerns you expressed to our Board in June. Though we do not yet own any sterile seed technology, we think it is important to respond to those concerns at this time by making clear our commitment not to commercialize gene protection systems that render seed sterile.
It is also important to understand that the technical and business utility of sterile seed technology is speculative. The specific technology over which Monsanto would gain ownership through its pending merger with Delta & Pine Land is developmental, at least five years away from any possible commercialization, and may or may not prove workable in a commercial setting. The need for companies to protect and gain a return on their investments in agricultural innovation is real. Without this return, we would no longer be able to continue developing new products growers have said they want.
Monsanto holds patents on technological approaches to gene protection that do not render seeds sterile and has studied one that would inactivate only the specific gene(s) responsible for the value-added biotech trait. We are not currently investing resources to develop these technologies, but we do not rule out their future development and use for gene protection or their possible agronomic benefits.
For this reason, we continue to support the open, independent airing of all of the issues raised by the use of gene protection systems to protect the investment companies make in agricultural innovation. We understand, for example, that the National Research Council of the National Academy of Sciences is planning an international study of these issues. We renew the pledge we made in April that we will not make any decision to commercialize a gene protection technology until a full airing of the issues is complete and we have responded publicly to the concerns that are raised.
We are fully committed to modern biotechnology as a safe, sustainable tool for farmers and an important contributor to the future success of agriculture in meeting the world's needs for food and fiber. The technology has already brought important benefits to growers and the environment after just a few years of commercial application. We are working hard to build on this success.
We also recognize that biotechnology, like any new technology, raises issues that must be addressed. We appreciate your involvement with these important issues and the perspective and expertise you contributed at our June Board meeting. We find significant value in engaging stakeholders and the expert community in active dialogue on issues surrounding biotechnology and the future success of agriculture. I look forward to continuing our dialogue with you on the many issues and challenges that lie ahead.

Sincerely, Robert B. Shapiro Chairman and CEO Monsanto Company

2009/10/9　Bloomberg

Monsanto Questioned by Justice Department on Rival’s Complaint

Monsanto Co., the world’s largest seed producer, said it received questions from the U.S. Justice Department about anti-competition complaints that rival DuPont Co. made in a lawsuit.

The Justice Department’s inquiry is another sign the Obama administration is taking an aggressive approach to antitrust enforcement. Philip Weiser, the antitrust division’s deputy assistant attorney general, said at an August meeting on agriculture markets that the government had “concerns about the competitive consequences of how the marketplace is evolving.”

The questions Monsanto received about three months ago weren’t a formal request, known as a civil investigative demand, Lee Quarles, a spokesman for St. Louis-based Monsanto, said yesterday. Other agriculture companies may also be receiving questions after the Justice Department in August said it would examine competition in several farming markets, he said.

Civil Investigative Demands　民事調査請求　（15 USCS §57b-1）
FTC の委員は、不当行為の疑いのある者が当該不当行為の調査に関する文書資料或いは情報を所有、保管支配していると判断できる場合には、法令に基づいて、民事訴訟手続に着手する前の段階において、以下のような資料を提出するよう書面にして、当該者に対してCID を発行する権限を有する。
※ 不当行為の調査に係る資料となる文書の作成とその複写
※ 物的資料
※ 作成された資料等に関する文書による質問への回答
※ 当該文書資料等に関する口頭による証言
CID の書面には、調査の対象が法令違反を構成する疑いのある行為であることを明記しなければならない。

“We are cooperating and openly providing documents,” Quarles said. “We believe these claims are baseless.” Justice Department spokeswoman Gina Talamona had no immediate comment yesterday.

Monsanto rose 64 cents to $74.97 yesterday on the New York Stock Exchange, pushing this year’s gain to 5.7 percent.

DuPont’s anticompetitive claim stems from a Monsanto complaint filed in May accusing DuPont of violating a 2002 license by using Monsanto’s Roundup Ready trait with DuPont’s GAT genetics in soybeans. GAT genetics were designed to be an alternative to Roundup Ready crops, which tolerate applications of glyphosate herbicide, known as Roundup.

デュポン社が中心となり、グリホサート農薬耐性大豆とコーンの種子を開発。
この大豆及びコーンはOPTIMUM・GAT と商標登録され、シンジェンタ及び同社とパイオニア（デュポン子会社）のジョイントベンチャーであるGREENLEAF GENETICS 社に使用許可。

20年以上前に開発した除草剤ラウンドアップ。　
1996年にモンサントは、ラウンドアップで枯れない遺伝子組み換え作物を売り出した。　ラウンドアップ・レディと名付けられた作物は、農家が除草剤を圃場に散布しても、作物を殺さずに雑草を殺すことが出来る。　

モンサントと法廷で争っている会社もある。　デュポン社は、モンサントをラウンドアップとラウンドアップレディ作物をセットしにしていることと、競争相手を排除するために、報奨金や資格を使っていることは、独占禁止法に触れるとして２つの訴訟を連邦裁判所に起こしている。

Monsanto Challenges Unauthorized Use of Roundup Ready® Technology by DuPont

DuPont Relying On Monsanto's Proven Technology In Attempt To Repair Optimum® GAT® Problems

ST. LOUIS, May 5, 2009 -- Monsanto Company announced that it filed suit yesterday in federal court in St. Louis against E.I. du Pont de Nemours and Company and its wholly owned subsidiary, Pioneer Hi-Bred International, Inc., to prevent unlawful use of Monsanto's proprietary Roundup Ready® herbicide tolerant technologies in soybeans and corn.

"As the saying goes, imitation is the sincerest form of flattery," said Hugh Grant, Monsanto Chief Executive Officer. "However, unlawfully taking technology is neither imitation nor flattery; it is unethical and wrong. A true technology company respects patents and its contractual agreements and delivers new products through its own innovation and honest collaboration. DuPont has failed on all counts."

Pioneer, like hundreds of other seed companies, has the right to sell soybeans and corn with the Roundup Ready trait. For several years, Pioneer publicly touted plans to replace Monsanto's Roundup Ready trait with DuPont's claimed glyphosate tolerant Optimum® GAT® trait. However, Pioneer has recently admitted that the Optimum GAT trait when used alone presents unacceptable risks to farmers.

In an effort to repair these deficiencies, Pioneer is misusing the Roundup Ready trait to mask problems with their Optimum GAT trait. This violates Monsanto's contract rights and U.S. patents. This suit insists that DuPont honor their agreements and respect patented technologies.

This is not the first time that Monsanto has had to file litigation against Pioneer for breaches of their contractual obligations with Monsanto. In a previous case involving Monsanto's YieldGard® Corn Borer trait, it was determined by the Court that Pioneer had breached its license and improperly used Monsanto's patented technology. After that case, in which Monsanto prevailed, an agreement was reached in which Pioneer was able to continue licensed use of Monsanto's technology. As in this previous case, Monsanto is confident once again that it will prevail.

True inventions will be critical to meeting future global food demand. Experts now predict our planet will need to double agricultural output by 2050 to feed a growing population. Protecting inventions and respecting contracts are critical to driving broad investment to meet this challenge. Monsanto's investment in innovation is clear and consistent. It is presently delivering to farmers two game-changing technologies that will help achieve higher yields, in Genuity™ Roundup Ready 2 Yield™ in soybeans and SmartStax™ in corn.

DuPont Claims

DuPont’s Pioneer unit, the second-largest seed producer, said it has the right to use Monsanto’s trait. Wilmington, Delaware-based DuPont also claimed the Monsanto patent is invalid and the company is misusing its patent rights to control the markets for “virtually every commercially important agricultural biotech trait in corn and soybeans.”

“Any time a competitor in an industry would raise an allegation that there is some sort of anticompetitive action going on, the department would look into that,” Quarles said.

The state of Iowa launched a formal antitrust probe into Monsanto’s business practices in 2007. The company has heard nothing since the state attorney general’s office told the company all its questions were answered, Quarles said.

The dispute highlights competition in the $8.3 billion market for biotech seeds that ward off insects or withstand the application of weed killers. More than 90 percent of soybeans and 80 percent of corn in the U.S. are genetically modified.

Antitrust Regulators

In addition to the inquiry into Monsanto, the Justice Department’s antitrust division, headed by Assistant Attorney General Christine Varney, is looking into International Business Machine Corp.’s dominance of the mainframe computer market. The Justice Department is also concerned that the pending merger of Ticketmaster Entertainment Inc. and Live Nation Inc. may reduce competition for tickets to live events, a person familiar with the matter told Bloomberg News.

St. Louis Business Journal

Quarles said the nature of the Justice Department's questions are similar to ones Monsanto received from the department leading up to its $1.5 billion acquisition of Mississippi-based Delta & Pine Land in 2007, a deal DuPont actively tried to block.

In August, U.S. Secretary of Agriculture Tom Vilsack and U.S. Attorney General Eric Holder announced an investigation of competitive practices in agriculture, including the seed industry.

In addition to Monsanto, the Justice Department also has contacted two of Monsanto’s competitors: Delaware-based DuPont and Swiss biotech firm Syngenta.

DuPont spokesman Dan Turner said the company has been contacted by the Justice Department and that the company is cooperating with the investigation.

In May, Monsanto sued DuPont to prevent what it called “unlawful use” of Monsanto’s herbicide-tolerant technologies in soybeans and corn.

DuPont countersued in June, arguing that combining its technologies with Monsanto’s was within its rights under the license agreement with Monsanto.

Then the years-long rivalry ratcheted up in August when Monsanto called for a probe into what it described as DuPont’s “deceitful” attacks on Monsanto’s business practices. Monsanto Chairman and Chief Executive Hugh Grant demanded that DuPont Chairman Charles Holliday Jr. appoint a committee to investigate the alleged attacks.

Monsanto accused DuPont of writing forged letters to Congress, spreading misinformation, trying to improperly influence public officials and hiring “masked third parties, such as Weber Merritt.”