Exhibit 10.2


                             CONFIDENTIAL TREATMENT

     Note:  Portions of this exhibit have been omitted pursuant to a request for
confidential  treatment filed with the Commission  under Rule 24b-2. The omitted
confidential  material  has  been  filed  separately  with the  Commission.  The
location of the omitted confidential information is indicated herein by an "X".

                      FIRST AMENDMENT TO PURCHASE AGREEMENT

     This FIRST AMENDMENT, dated as of June 30, 2000 (the "First Amendment"), to
the PURCHASE AGREEMENT (the "Agreement") dated as of March 20, 2000 by and among
AMERICAN  CYANAMID  COMPANY,  a Maine  Corporation  ("Cyanamid"),  AMERICAN HOME
PRODUCTS CORPORATION, a Delaware corporation ("AHP" and, together with Cyanamid,
"Sellers") and BASF  Aktiengesellschaft,  a corporation organized under the laws
of Germany  ("Buyer").  All terms not  otherwise  defined  herein shall have the
meanings ascribed thereto in the Agreement.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the parties hereto have heretofore entered into the Agreement;

     WHEREAS,  the parties hereto have heretofore  entered into the Supplemental
XXXXX Agreement (as defined herein);

     WHEREAS,  the parties  hereto  desire to amend the Agreement as provided in
this First Amendment.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
representations,  warranties, covenants and agreements herein contained, and for
other good and  valuable  consideration,  the parties  hereto,  intending  to be
legally bound, agree as follows:

     1. The  Agreement  is hereby  amended by deleting  Exhibit A thereto in its
entirety and substituting in lieu thereof Exhibit A attached hereto.

     2. As  contemplated  by Section 6.2 of the  Agreement,  the parties  hereby
agree that the Included  Intercompany  Accounts (as defined  herein) need not be
settled  prior to the  Closing  (it being  understood  and agreed by the parties
that, as of the Closing Date, the Included  Intercompany  Accounts  (including a
transferred  clearing  account) will net out to zero). To the extent not settled
prior to the Closing, the Included Intercompany Accounts shall (i) remain on the
books and records  relating  to the  Business  (it being  understood  that,  for
purposes of Section 3.5(a) of the Agreement,  the Included Intercompany Accounts
shall be  eliminated  from the  Closing  Statement),  and (ii) be deemed for all
purposes under the Agreement to be Assets (and not Excluded  Assets) and Assumed
Liabilities (and not Excluded Liabilities),  as the case may be. As used herein,
the term "Included  Intercompany  Accounts"  means all  receivables and payables
relating to the Business between or among any of the Companies,  the Sellers, or
Sellers' Affiliates;  provided,  however, that the following shall not be deemed
to  be  Included  Intercompany  Accounts:  (a)  XXXXXXXX  XXXXXXXXXXX  XXXXXXXXX
intercompany balances with XXXXXXXXXXX XXXXXXX XXXXXXX, and (b) XXXXXXXX XXXXXXX
XXXXXXXXX XXXXXXX intercompany balances with XXXXXXXXXXXX XXXXXXXXXXXXXXX XXXXX,
XXX XXXXXXX XXXXXXX XXXXXXX and XXXXXXX XXXXXXXXXX XXXXXXXXX.

     3. In connection with the execution and delivery of the Supplemental  XXXXX
Agreement (as defined below), the Agreement is hereby amended as follows:

     (i) to delete from Section 1.10 the words: "the XXXXX Agreements";

     (ii) to  delete  from  Section  1.11  the  words:  "other  than  the  XXXXX
Agreements";

     (iii) to delete Section 1.60 thereof in its entirety and substitute in lieu
thereof the following:

     "Supplemental  XXXXX Agreement" shall mean the Supplemental  Assignment and
License  Agreement  dated as of June 29, 2000 among the  parties  hereto and the
other parties named therein, and any agreements executed pursuant thereto."

     (iv) to insert at the end of Section 1.72 the following words:

     "as all such  agreements may have been modified by the  Supplemental  XXXXX
Agreement.";

     (v) to insert at the end of Section 1.73 the following words:

     "and taking into account the modifications to such obligations  effected by
the Supplemental XXXXX Agreement."; and

     to delete Sections 3.2(e) and 3.3(g) in their entirety.

     4. Section  1.37(iv) of the  Agreement is hereby  amended by inserting  the
following language on the first line following the words "Excluded Assets":

     "(it being understood that pension  liabilities on the books and records of
XXXXXXXX  XXXXX XXXX  XXXXXXXX  relating to retirees of XXXXXXXX  XXXXXXXXXXXXXX
shall not be deemed to be Excluded Liabilities)"

     5.  Section  1.37 of the  Agreement  is hereby  amended  by  inserting  the
following language following paragraph (iv):

     (v) liabilities relating to XXXXXXXX XXXXXXXX XXXXXXXXXXXXX  representative
offices in XXXXXXXXXXX XXXXXXXX XXXXXX and XXXXXXX.

     6. Section 2.1 of the Agreement is hereby amended by inserting on the ninth
line  after the words  "Assumed  Liabilities,"  the  following  words:  "and the
Permitted Encumbrances."

     7. The Agreement is hereby amended by deleting the last sentence of Section
3.1 of the  Agreement  in its  entirety  and  substituting  in lieu  thereof the
following:

     "For  purposes  of this  Agreement,  the  Closing  will be treated as if it
occurred  as of  midnight,  June  30/July 1, 2000 local time in each  applicable
jurisdiction."

     8. The  Agreement  is hereby  amended by  inserting  a new  Section  3.8 as
follows:

     "3.8 P.T. DHARMA ARDHA FORMA ADJUSTMENT

     (a) In the event Cyanamid is required to sell any or all of its interest in
P.T Dharma Ardha Forma ("P.T. Dharma") to any or all other shareholders pursuant
to the terms of its Articles of Association,  Sellers shall promptly  deliver to
Buyer  the  consideration  received  in  respect  of  such  interest  in lieu of
conveying such interest to Buyer.

     (b) In  the  event  Cyanamid  is  required  to  purchase  any or all of the
interests of the other  shareholders of P.T. Dharma pursuant to the terms of the
Joint Venture Agreement among the shareholders, such interests shall be conveyed
to Buyer,  and Buyer shall be required to deliver  promptly to either Sellers or
such  shareholders,  as applicable,  the  consideration for the purchase of such
interests.

     (c)  Any  adjustments  required  pursuant  to this  Section  3.8  shall  be
considered an adjustment to the Purchase Price.  Any payments  required shall be
wired to the  appropriate  entity  within  seven  business  days of  receipt  of
applicable wire transfer instructions."

     9. The  Agreement  is hereby  amended by  inserting  a new  Section  3.9 as
follows:

     "3.9 ADJUSTMENT TO PURCHASE PRICE IN LOCAL AGREEMENTS.

     The  adjustment  to the  purchase  price  set forth in any  agreement  with
respect to a transfer  of Assets by an Asset  Transferor  Entity to Buyer or its
Affiliate,  a transfer  of Shares by a Share  Transferor  Entity to Buyer or its
Affiliate,  or a transfer of a Joint Venture Interest by an Affiliate of Sellers
to an Affiliate of Buyer shall (except with respect to the  allocation  thereof)
have no effect on, and shall be subject to, the adjustment to the Purchase Price
to be made pursuant to Section 3.6 of the Agreement."

     10. Section 6.1 of the  Disclosure  Schedule shall be amended by adding the
language set forth on Annex I to this First  Amendment.  Buyer hereby agrees (i)
to pay all out-of-pocket costs related to the formation of any new companies and
all transfer  taxes,  fees,  duties  (excluding  income and net worth taxes) and
other  out-of-pocket costs related to the changes and actions set forth on Items
A, C and D of  Annex I  (including,  without  limitation,  the  cost of  company
liquidations),  but only to the  extent  that such  costs  exceed the costs that
would have been  incurred  had such changes and actions not  occurred,  and (ii)
that any breach of any representation, warranty or covenant of Sellers contained
in the  Agreement  occurring  as a result of such  actions or  changes  shall be
deemed not to have occurred and shall not entitle Buyer to any right,  remedy or
recourse against Sellers or their Affiliates in respect thereto.  Sellers hereby
agree that (x) the obligations  set forth in subsection (i), above,  shall apply
vice versa to Sellers with respect to Item E of Annex I.

     11. The Agreement is hereby  amended by deleting  Section 6.3(a) thereof in
its entirety and substituting in lieu thereof the following:

     "(a)(i)  Prior to the first  anniversary  of the  Closing,  Cyanamid  shall
change its corporate name and shall omit therefrom the word "Cyanamid" (it being
understood  and agreed by the  parties  that,  during the period  prior to which
Cyanamid  has changed its name in such  manner,  Cyanamid  shall not,  except as
otherwise  agreed  by the  parties,  publicly  use such  name to  engage  in any
commercial  activity in the  marketplace);  (ii)  following  the Closing,  after
consulting  with  Sellers  and taking into  account  each  party's  intellectual
property  registration and other permit issues, Buyer may, upon not less than 45
days' written  notice (or longer if required by Applicable  Laws),  require that
any specified Seller or Affiliate of Sellers change its corporate name to delete
any  reference  or  confusingly  similar  resemblance,  in whole or in part,  to
"Cyanamid"  or "Cy";  and (iii) prior to Closing,  Sellers shall be permitted to
change the  corporate  name of any of the  Companies to delete any  reference to
"AHP", "American Home Products", "Fort Dodge", "Wyeth", "Lederle" or any similar
names."

     12. The Agreement is hereby amended by inserting the following  language at
the end of Section 7.5(a)(iv):

     "Notwithstanding the foregoing, Buyer shall pay any such Taxes as set forth
in Section 10 of the First  Amendment to the extent related to the  transactions
described  in Items A, C and D of Annex I of the  First  Amendment  and  Sellers
shall pay any such Taxes as set forth in Section  10 of the First  Amendment  to
the extent  related to the  transactions  described  in Item E of Annex I of the
First Amendment."

     13. The Agreement is hereby amended by inserting the following  language at
the end of Section 7.5(e):

     "In the case of XXXXXXXX XXXXXXXXXXXXXXX XXX and XXXXXXXX XXXX XXXXXXXXXXX,
if and to the extent that the XXXXXX  Income Tax owed in the Straddle  Period is
lower than the XXXXXX  Income  Tax caused by the sale of the  intangible  assets
described in Item A of Annex I attached to the First  Amendment,  Buyer will pay
100% of such difference in Tax  irrespective of whether this reduction is caused
by any action outside the ordinary course of business by the Buyer;  however, in
the event that either XXXXXXX  XXXXXXXXXXXXXXX XXX or XXXXXXXX XXXXXXXXX XXXXXX,
incurs a Tax loss (other than from the sale of  intangibles)  in the pre-Closing
Straddle  Period,  Buyer shall reimburse Seller for the Taxes that would be paid
on the net income  (including  from the sale of  intangibles)  earned during the
pre-Closing Straddle Period for such Company."

     14. The  Agreement is hereby  amended by inserting a new Section  7.5(h) as
follows:

     "(h) Any additional Tax assessed by the XXXXXX Tax  Authorities on the sale
of intangible assets by either XXXXXXXX XXXXXXXXXXXXXXX XXX or XXXXXXXX XXXXXXXX
shall be paid by Buyer."

     15. The  Agreement  is hereby  amended by  inserting a new Section  7.13 as
follows:

     "SECTION 7.13. COLLECTION OF ACCOUNTS RECEIVABLE.

     Sellers  agree that if,  after the  Closing  Date (or the date of a Delayed
Closing, if applicable), Sellers or any Asset Transferor Entity receive any cash
payments  made by  customers  relating  to accounts  receivable  included in the
Closing  Statement,  such cash  payments  will be  remitted  promptly  to a bank
account designated by Buyer or its designee without offset or deduction,  except
to the extent otherwise required by Applicable Laws."

     16. The  Agreement  is hereby  amended by  inserting a new Section  7.14 as
follows:

     "SECTION 7.14. CERTAIN PENSION LIABILITIES.

     Seller  covenants  and  guarantees  that  the  calculation  of the  pension
liabilities  recorded on the books of  XXXXXXXX  XXXXX  XXXXXXXXXXXXX  as of the
Closing Date will be in accordance  with the  Statement of Financial  Accounting
Standards  No.  87  using  the  Projected  Unit  Credit  Method.   For  the  FAS
calculation,  the actuarial  assumptions to be used will be consistent  with the
assumptions described in the report of Towers Perrin as of November 30, 1999.

     17. With  respect to product  liability  matters,  the  Agreement is hereby
amended as follows:

     (i) by deleting  Section  11.1(a)(iv) in its entirety and  substituting  in
lieu thereof the following:

     "product  liability  litigation (which shall be deemed to include,  without
limitation,  the  litigation  identified  by asterisks in Annex II to this First
Amendment (the "Scheduled PL Litigation") and any other litigation alleging crop
damage, lack of efficacy or inadequate efficacy,  drift damage, yield reduction,
carry-over damage, personal injury and property damage) with respect to products
of the  Business  shipped  prior to the  Closing  Date ("the  Product  Liability
Litigation");"

     (ii) by inserting the following  language on the fourteenth line of Section
11.3   immediately    preceding   the   sentence   beginning   with   the   word
"Notwithstanding":

     "Notwithstanding anything to the contrary contained herein, with respect to
each individual matter of Product Liability  Litigation (other than Scheduled PL
Litigation) for which  indemnification may be sought under Section 11.1(a)(iv)(a
"PL  Matter")(it  being  understood and agreed that an Aggrieved  Party shall be
entitled to recover  all Costs  arising  out of or related to all  Scheduled  PL
Litigation without regard to any limitations set forth in this Section 11.3):

     (a)  notice  under  Section  11.2  hereof  need not be  given  prior to the
commencement  of such PL Matter  (it being  understood  and  agreed  that any PL
Matter  commenced  against Sellers or their Affiliates will, for purposes solely
of triggering the obligation to comply with the notice provisions hereof and for
no other  purpose  whatsoever,  be  deemed  upon  notice  to Buyer to have  been
commenced against Buyer);

     (b) if such PL Matter is not pled as a class  action,  an  Aggrieved  Party
shall not be  entitled  to recover any Costs  related  thereto  unless and until
either:

     (x) the amount of such Costs  suffered by the Aggrieved  Party shall exceed
XXXXXXXX  XXXXXXXXXXXXXXXXXXXXXXX  XXXXXXXX,  at which time the  indemnification
provided  under Section  11.1(a)(iv)  shall apply to all such Costs in excess of
XXXXXXXX XXXXXXXXXXXXXX XXXXXXXXXXXXXXXXX; or

     (y)  the  Aggrieved  Party  shall  have  incurred   aggregate   Costs,  not
recoverable  by the Aggrieved  Party as a result of the limitation in subsection
(x) above,  of  XXXXXXXXXX  XXXXXXXXXXXXXX  XXXXXXXX  relating to any and all PL
Matters  (other than PL Matters that are pled as class  actions),  at which time
the Aggrieved Party shall be entitled to seek  indemnification  from Sellers for
all such Costs in excess of XXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXX; and

     (c) if such PL Matter is pled as a class action,  an Aggrieved  Party shall
not be entitled to recover any Costs related thereto unless and until either:

     (x) the amount of such Costs  suffered by the Aggrieved  Party shall exceed
XXXXXXXXXX  XXXXXXXXXXXXXXXXXXXXXX,  at which time the indemnification  provided
under Section  11.1(a)(iv) shall apply to all such Costs in excess of XXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXX; or

     (y)  the  Aggrieved  Party  shall  have  incurred   aggregate   Costs,  not
recoverable  by the Aggrieved  Party as a result of the limitation in subsection
(x) above,  of XXXXXXXXXX  XXXXXXXXXXXXX  XXXXXXXXXX  relating to any and all PL
Matters that are pled as a class action, at which time the Aggrieved Party shall
be entitled to seek indemnification from Sellers for all such Costs in excess of
XXXXXXXXXX XXXXXXXXXXXXXX XXXXXXXX."

     18. The Agreement is hereby amended by deleting in its entirety  clause (g)
of subsection (xiv) on Exhibit B to the Agreement.

     19. The Agreement is hereby  amended by deleting the  following  words from
the  last  sentence  of  Section   9.3(b)(ii):   "from   Manchester  Fast  Track
Outplacement".

     20. The  Agreement  is hereby  amended by  inserting a new Section  7.15 as
follows:

     "7.15 PRINCETON LEASE AND OPTION

     (a) In connection with the transactions contemplated by this Agreement, the
parties intend that, at Closing, Buyer's subsidiary, BASF Corporation,  shall be
assigned the interest of Crop Protection  Division of Cyanamid in a Ground Lease
Agreement with Cyanamid dated February 1, 2000 (as amended)  ("Princeton  Ground
Lease"),  which  provides that the lessee may exercise an option to purchase the
leased lands on terms set forth therein.

     (b) In the event  that  BASF  Corporation  later  exercises  the  option to
purchase  the leased  premises  described in the  Princeton  Ground  Lease,  the
parties agree that such premises shall, upon closing of such purchase, be deemed
to have been Owned Real Property  that, on the Closing Date,  had been purchased
by Buyer (through its subsidiary) for all purposes of this Agreement,  including
the indemnity provisions herein.

     21. The  Agreement is hereby  amended by inserting a new Section  9.4(h) as
follows:

     "(h) U.S.  Employees  shall remain covered as  participants  under the AHPC
dependent  care  spending  account  plan and the AHPC  dental  and  vision  care
spending  account  plan (the "AHPC  Spending  Account  Plans") up to the Closing
Date. U.S. Employees shall be eligible to enroll and become  participants in the
BASF dependent care spending  account plan and the BASF medical spending account
plan (the "BASF  Spending  Account  Plans")  as of the  Closing  Date.  Eligible
expenses  incurred by a U.S. Employee prior to the Closing Date may be submitted
for reimbursement  under the AHPC Spending Account Plans for a period of 90 days
following  the  Closing  Date,  after which the  remaining  balance in each plan
account for each U.S. Employee shall be transferred to and assumed by BASF under
the BASF Spending Account Plans; provided, however, that the balance in the AHPC
Spending Account Plans of any U.S. Employee who does not elect to participate in
the  corresponding  plan of the BASF Spending Account Plans shall be retained by
AHPC and the affected U.S. Employees shall be eligible to continue participation
in the AHPC  dental and vision care  spending  account  plan by  electing  COBRA
coverage."

     22.  Section  11.1(h) of the  Agreement  is hereby  amended by deleting the
words  "Sellers  and  their   Affiliates"  from  the  fourth  line  thereof  and
substituting in their place the words "XXXXX  XXXXXXXXX  XXXXXXX XXXXXXX and its
Affiliates."

     23.  Section  3.2(f) of the Agreement is hereby amended by inserting on the
third line after the words "Assumed Liabilities" the following parenthetical:

     "(it being  understood  by the parties that, to the extent any of the terms
or  provisions  of  such  instruments  of  assumption  and  other  certificates,
instruments or documents  violate or are in any manner  inconsistent with any of
the  terms or  conditions  of the  Agreement,  the  terms or  conditions  of the
Agreement  shall  govern,  apply and take  precedence  in all respects over such
violative or inconsistent terms or conditions)".

     24. The Agreement is hereby amended by inserting the following  language in
each of Section 3.3(f) of the Agreement, on the fourth line after the words "its
Affiliates"   and  in  Section   3.3(h)  at  the  end  thereof,   the  following
parenthetical:

     "(it being  understood  by the parties that, to the extent any of the terms
or  provisions  of such bills of sale,  deeds or other  instruments  of sale and
conveyance  violate or are in any manner  inconsistent  with any of the terms or
conditions of the  Agreement,  the terms or  conditions  of the Agreement  shall
govern,  apply  and take  precedence  in all  respects  over such  violative  or
inconsistent terms or conditions)".

     25. The Agreement is hereby amended by inserting a new Section  9.3(b)(iii)
as follows,  and renumbering the current Sections  9.3(b)(iii),  (iv) and (v) as
Sections 9.3(b)(iv), (v) and (vi), respectively:

     "(iii) Buyer hereby  agrees to  expressly  assume and perform,  through its
designated Affiliate(s),  AHP's duties and obligations as the "Plan Sponsor" and
"Administrator"  (as the foregoing terms are defined in ERISA) for the Statement
of  Policy  on  Separation  Benefits  Following  a  change  in  control  of  the
Agricultural  Products  Business  of American  Home  Products  Corporation  (the
"Statement of Policy on Separation")  with respect to all benefits  described in
the  Statement  of Policy on  Separation,  effective as of the Closing Date with
respect to U.S. Employees;  provided,  however,  that with respect to the "Other
Benefits" set forth in Section III and "AHPC Stock Options" set forth in Section
IV of the Statement of Policy on Separation, Buyer shall not assume AHP's duties
and  obligations  and AHP  shall  continue  to serve as  Administrator  and Plan
Sponsor  of the  employee  benefit  plans  set  forth in  Section  III and shall
continue to have  complete  responsibility  and  authority  with  respect to the
administration of its stock option program."

     26. Section 1.72 of the Agreement is hereby  amended by deleting  therefrom
the words:  "the related  agreements" and substituting  therefor the words: "the
agreements  concluded pursuant to such Framework Agreement,  including,  without
limitation, the agreements".

     27. The Agreement is hereby amended by inserting the following  language at
the end of Section 3.6(a):

     "For purposes of clarity, the adjustment in the pension accrual recorded on
the  books of  XXXXXXXX  XXXXXXXXXXXXXXXXXXX  relating  to active  employees  of
XXXXXXXXXXXXXXXXXXXXXXX based on the actuarial valuation as of November 30, 1999
will be accounted  for in such a manner as to not impact the  adjustment  to the
Purchase Price provided for in Section 3.6(a) of the Agreement."

     28. The Agreement is hereby  amended by deleting the dollar amount which is
defined as Base Net Asset Value in Section  3.6(a) thereof and  substituting  in
its     place     the     amount     of     XXXXXXXXXXXXXX     XXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXX   XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX   which  amount  shall
constitute the Base Net Asset Value as such term is used in the Agreement.

     29.  Buyer  hereby  confirms  that  the Tier I  Agreements  and the Tier II
Agreements  referred to in Section 9.1(h) of the Agreement are Assumed Contracts
and that Buyer,  directly or through an Affiliate,  hereby expressly assumes and
agrees to perform,  without  reimbursement,  offset or other  compensation  from
Sellers and their  Affiliates,  the duties and  obligations of the Sellers under
each such  agreement,  including,  without  limitation,  the  obligations  under
Section 4(iv)(D) thereof.

     30.  This First  Amendment  shall be governed  in all  respects,  including
validity,  interpretation  and effect,  by the internal laws of the State of New
York.

     31. The parties hereto agree that the U.S.  District Court for the Southern
District  of New York  shall have  exclusive  jurisdiction  over any  dispute or
controversy  arising  out of or in  relation  to this  First  Amendment  and any
judgment,  determination,  arbitration  award,  finding or conclusion reached or
rendered in any other  jurisdiction  shall be null and void  between the parties
hereto.  Each of the  parties  waives any defense of  inconvenient  forum to the
maintenance of any action or proceeding so brought and waives any bond,  surety,
or other  security  that  might be  required  of any other  party  with  respect
thereto.

     32. This First Amendment may be executed in one or more counterparts  which
together shall  constitute a single  agreement.  If any provisions of this First
Amendment  shall be held to be  illegal,  invalid  or  unenforceable  under  any
applicable law, then such  contravention  or invalidity shall not invalidate the
entire First  Amendment.  Such  provision  shall be deemed to be modified to the
extent  necessary  to  render it legal,  valid and  enforceable,  and if no such
modification  shall  render it legal,  valid and  enforceable,  then this  First
Amendment  shall be  construed as if not  containing  the  provision  held to be
invalid,  and the rights and  obligations  of the parties shall be construed and
enforced accordingly.

     33. This First Amendment constitutes an amendment to the Agreement pursuant
to Section  12.4 of the  Agreement.  Except as  expressly  amended by this First
Amendment,  each and every provision of the Agreement  remains in full force and
effect in accordance  with the terms  thereof and, by  reference,  the terms and
provisions of the Agreement are incorporated herein and made a part hereof.


<PAGE>




     IN WITNESS  WHEREOF,  the First  Amendment  has been  signed by each of the
parties hereto as of the date provided above.

                                            AMERICAN CYANAMID COMPANY


                                            By:  /s/ Thomas M. Nee
                                            Name: Thomas M. Nee
                                            Title: Vice President

                                            AMERICAN HOME PRODUCTS CORPORATION


                                            By:  /s/ John B. Adams
                                            Name: John B. Adams
                                            Title: Vice President

                                            BASF AKTIENGESELLSCHAFT


                                            By:  /s/ Thomas Becker
                                            Name: Thomas Becker
                                            Title: Director, Legal

                                            BASF AKTIENGESELLSCHAFT


                                            By:  /s/ Wolfgang Paulus
                                            Name: Wolfgang Paulus
                                            Title:  Director, Finance