EX-10.24




 Exhibit 10.24 

Certain identified information has been omitted from this exhibit because it is 

not material and of the type that the registrant treats as private or confidential. 

[***] indicates that information has been omitted. 

ASSIGNMENT AND LICENSE AGREEMENT BETWEEN 

BAYER COMPANY AND GREENLIGHT BIOTECHNOLOGY, INC. 

This Agreement (“Agreement”) is made and entered into to be effective as of the Effective Date by and between Bayer CropScience
LLP, having its principal business offices at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, and GreenLight Biosciences, Inc. having its principal business offices at 200 Boston Ave. Suite 1000, Medford, MA 02155
(“GreenLight”). Bayer CropScience LLP and GreenLight Biosciences, Inc. may be referred to herein individually as a “Party”, or collectively as the “Parties”. 

BACKGROUND 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, the Parties agree as follows: 
  

	1.	 DEFINITIONS. 



For purposes of this Agreement, in addition to terms defined elsewhere herein, the following words and phrases will have the following
meanings: 
 1.1 “Affiliate” means any person, partnership, corporation, association, or other entity that, during the Term
of this Agreement, directly or indirectly Controls, is Controlled by, or is under common Control with, a particular Party, for so long as such Control is effective. 

1.2 “Bayer” means Bayer CropScience LLP and its Affiliates. 

1.3 “Bee Health Know-how” means information directed or related to the use of [***]
to control [***], wherein said information is/will be provided to Greenlight as follows: 
 (a) in the documents as provided in a secure
electronic data room and identified in Appendix A hereto, including: 
 (i) specifications, designs, materials sourcing information, and
material safety data sheets (MSDS) relevant to the pouches for delivering product comprising such [***] in or to [***], wherein said pouches are to be provided to GreenLight pursuant to Section 2.1.4; 

(ii) a detailed description of end-stage [***] methods, purity of the active ingredient, and
justifications for selected [***] values, and copies of or citations for any references relied upon by Bayer; 











 (iii) information regarding bee health product formulation(s), including composition
constituents and concentrations thereof; 
 (iv) information regarding the experimental designs high- and
low-dose studies; 
 (v) correspondence with regulatory authorities; 

(b) the identity and contact information of participants in Bayer’s bee health field trials that have expressed willingness to be
contacted by GreenLight to possibly participate in GreenLight’s bee health field trials provided according to Section 2.1.3.4; 

(c) information provided by Bayer according to Section 2.1.3.2 and Section 2.1.3.3; 

(d) specifications and designs relevant to packaging equipment for filling and processing said pouches, provided the Parties reach an
agreement for the purchase of said packaging equipment, which the Parties agree to negotiate in good faith within four (4) months of the Closing Date; 

(e) the 90-day docket report regarding the Bee Health Patents, copies of all outstanding Office
actions for the Bee Health Patents, and reasonable access to printable versions of the Bee Health Patents as provided by Bayer according to Section 7.1; wherein any information disclosed verbally by Bayer employees shall be memorialized in
writing, with reasonable specificity, by GreenLight and copies of the same shall be provided by GreenLight to Bayer no later than one month after the end of the Reasonable Access period. 

1.4 “Bee Health License” means all of Bayer’s rights in and to a license agreement between Bayer and Yissum Research and
Development Company of the Hebrew University of Jerusalem LTD (hereinafter “Yissum”), a copy of which has been viewable by GreenLight in a secured electronic data room and will be downloadable by the Closing Date. 

1.5 “Bee Health Patents” means the patents and patent applications identified as belonging to Bayer’s patent families
58862, 58864, 58865, 60216, 60220, 61478, and 62697, and more specifically identified in Appendix B hereto, and any continuations, continuation-in-part, divisionals,
reexaminations, or reissues thereof, and any foreign counterparts of the same or related PCT applications. 
 1.6 “Closing
Date” shall be December 10, 2020. 
 1.7 “Confidential Information” of a disclosing Party means (i) the
existence, terms, and conditions of this Agreement; (ii) any information or material in tangible form, disclosed by the disclosing Party that is marked as “Confidential” at the time it is delivered to the receiving Party; and
(iii) information or material disclosed orally by the disclosing Party that is identified as confidential or proprietary when disclosed and such disclosure 











 
of confidential information is confirmed in writing (or by facsimile or email) within thirty (30) days by the disclosing Party; and (iv) all information disclosed by the disclosing
Party prior to the Effective Date, including non-executed drafts prepared during the negotiation of this Agreement and the terms set forth therein; provided, however, that the above information will not
be deemed Confidential Information, to the extent the receiving Party can establish by a preponderance of the evidence that such information: 

(a) was already known to the receiving Party, other than under an obligation of confidentiality owed to the disclosing Party, at the time of
disclosure; 
 (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure hereunder to
the receiving Party; 
 (c) becomes generally available to the public or otherwise part of the public domain after its disclosure and other
than through any act or omission of the receiving Party in breach of this Agreement; 
 (d) was independently developed by the receiving
Party without use of or reference to any Confidential Information disclosed by the disclosing Party; or 
 (e) was subsequently disclosed
to the receiving Party by a person other than the disclosing Party, wherein said person was not under any legal obligation with the disclosing Party to refrain from disclosing such information to Third Parties at the time of the disclosure; 

(f) is expressly approved for release to the public by written authorization of the disclosing Party; or 

(g) is required to be disclosed by the receiving Party pursuant to a court order or as otherwise required by law. Confidential Information
that is specific in nature, which is disclosed by either Party will not be deemed within any exceptions set forth in (a)-(g), above, merely because it is embraced by more general information to which one or more of those exceptions may apply.
Further, any combination of features shall not be deemed to be within any exceptions set forth in (a)-(g), above, merely because individual features are in the public domain or in the possession of the receiving Party. 

1.8 “Control” or “Controlled” means: 

(a) as to Confidential Information or Intellectual Property that is licensed, the possession of the ability to grant licenses or sublicenses
(including, where applicable, as provided for herein) without violating the terms of any agreement or other arrangement with any Third Party; 











 (b) as to obtaining, maintaining, enforcing and/or defending Intellectual Property,
including the prosecution of patent applications, the maintenance of patent rights, and the enforcement and/or defense of patent rights, both inside and outside the United States, the authority to select legal counsel, solicit other expert advice
and assistance, and to make decisions pertaining to the conduct of patent prosecution, interferences, patent oppositions, patent 
 (c)
issuance, maintenance, reissue, reexamination, patent enforcement or defense, as applicable; and 
 (d) as to an entity, (i) ownership
of fifty percent (50%) or more in the aggregate of the voting power of all outstanding equity interest entitled to vote at a general election of directors of such entity, (ii) ownership of fifty percent (50%) or more of the equity interests in
such entity, or (iii) ownership of fifty percent (50%) or more of the assets of such entity. 
 1.9 “Delivery Patents”
means patents and patent applications identified as belonging to Bayer’s patent [***], and more specifically identified in Appendix C hereto, and any continuations,
continuation-in-part, divisionals, reexaminations, or reissues thereof, and any foreign counterparts of the same or related PCT applications. 

1.10 “Effective Date” shall be the date of the latest signature executing this Agreement. 

1.11 “Field” means the external application to a plant, a seed, or an arthropod plant pest of a [***] that causes induction
of [***] without genetic engineering of such targeted plant, seed, or arthropod plant pest. For the avoidance of doubt, the Field excludes, for example: 

(a) all human and animal (other than arthropods) therapeutic, prophylactic, and diagnostic applications; 

(b) modification of any cells, tissues, or organisms for the purpose of manufacturing heterologous proteins, peptides, or viruses for any
purpose, including producing therapeutic products; and 
 (c) genetic engineering of a plant, plant cell, or plant tissue to produce a
polynucleotide active agent that causes induction of RNA-dependent gene silencing. 
 1.12
“GreenLight” means GreenLight BioSciences, Inc. and each of its Affiliates. 
 1.13 [***] 

1.14 “Insect Control Know-how” means the information in the documents identified in
Appendix D hereto, including information regarding the control of [***]. 
 1.15 “Insect Control Patents” means the patents
and patent applications identified as belonging to Bayer’s patent families [***], and more specifically identified in Appendix E hereto, and any continuations,
continuation-in-part, divisionals, reexaminations, or reissues thereof, and any foreign counterparts of the same or related PCT applications. 











 1.16 “Intellectual Property” or “IP” means generally any
and all right, title, and interest in, arising from, or relating to inventions, discoveries, data, know-how, works of authorship and information, including copyrights, patents and patent applications, any
registrations or applications relating to any of the foregoing, and any other rights of a similar nature or character whether now existing or hereafter created, developed, arising or otherwise coming into being. 

1.17 “Official” means any appointed, elected, or honorary official or any career employee of the government of a foreign
country, or of a public international organization, or any political party, party official, or candidate in any foreign country. For purposes of this Agreement, the “government” includes any agency, department, embassy, or other
governmental entity of any foreign country, and any company or other entity owned or controlled by any of the foregoing. A person does not cease to be an Official by purporting to act in a private capacity or by the fact that he or she serves
without compensation. 
 1.18 “Reasonable Access” means the access period(s) beginning on the Closing Date, duration(s),
topic(s), and manner(s) of communication set forth for each person identified in Appendix F. 
 1.19 “Term” has the meaning
set forth in Section 11. 
 1.20 “Third Party” mean a person, partnership, corporation, association, or other entity
other than Bayer and GreenLight and their respective Affiliates. 
 1.21 “USD” means United States of America Dollars. 

 

	2.	 PURCHASE, ASSIGNMENT, AND LICENSES.  



2.1.1 Purchase and Assignment of Bee Health Patents. GreenLight agrees to purchase and Bayer agrees to sell, transfer, and assign its
entire right, title, and interest in and to the Bee Health Patents to GreenLight on the Closing Date for the consideration in Section 5 and GreenLight agrees to accept said assignment. 

2.1.1.1 Recordation document. Bayer and GreenLight will execute an assignment document identifying the Bee Health
Patents no later than the Closing Date, wherein said assignment document is intended to be suitable for recordation with each of the applicable patent offices. If such assignment document is not suitable for recordation Bayer agrees to cooperate
with GreenLight to cure any deficiencies in such assignment document necessary for recordation with the applicable patent offices. 
 2.1.2
Assignment of Bee Health License. Bayer hereby assigns and agrees to assign its entire right, title, and interest in and to the Bee Health License, and GreenLight hereby accepts said assignment and agrees to the terms and conditions of the
Bee Health License. 











 2.1.2.1 Yissum’s consent. Bayer shall work to provide to
GreenLight a copy of Yissum’s consent to the assignment of Bayer’s interest in and to the Bee Health License no later than the Closing Date. If such consent is not obtained by the Closing Date, Bayer shall continue to work secure the
consent after the Closing Date. 
 2.1.2.2 GreenLight’s acknowledgement. If requested by Bayer or Yissum,
GreenLight will acknowledge in writing that it agrees to the terms and conditions of the Bee Health License no later than the Closing Date. 

2.1.3 License of Bee Health Know-how. Bayer hereby grants to GreenLight, and GreenLight
accepts, sublicensable, worldwide, royalty-free license under the Bee Health Know-how to conduct research, develop, make, use, offer for sale, sell, import, or export methods and products directed to the
[***], wherein said license shall be co-exclusive with Bayer only from the Closing Date until the tenth (10th) anniversary of the Effective Date and non-exclusive thereafter for all purposes. 
 2.1.3.1 Access to Bee Health Know-how documents. Bayer shall provide to GreenLight copies of, or downloadable access to, the Bee Health Know-how documents no later than the Closing Date. 

2.1.3.2 Access to Bee Health Know-how via Bayer employees. Bayer shall provide
GreenLight Reasonable Access to Bayer’s employees set forth in Appendix F to disclose Bee Health Know-how to GreenLight. 

2.1.3.3 Access to Bee Health Know-how via former Bayer employee. [***]
will be a former Bayer employee as of January 1, 2021, and Bayer shall release him from his obligation of confidentiality to Bayer solely to disclose Bee Health Know-how to GreenLight. 

2.1.3.4 Access to field trial participants. Bayer will contact the participants in its bee health field trials and
determine which of said participants are willing to be contacted by GreenLight to participate in its bee health field trials. As indicated in Section 1.3(b), Bayer will disclose the identity and contact information of such willing participants
to GreenLight no later than thirty (30) days after the Closing Date. 
 2.1.4 Access to pouches. Bayer shall provide to
GreenLight approximately [***] pouches believed to be suitable for delivering product comprising [***] within one month after the Closing Date. 

2.1.5 No other licenses. This Agreement does not grant, expressly or impliedly, GreenLight any rights in, to, or under the Bee Health Know-how, except those expressly recited in Section 2.1.3 and Section 2.1.4. 











 2.1.6 License to Insect Control Patents. Subject to Bayer’s reserved rights set
forth in Section 2.2.3, Bayer hereby grants to GreenLight, and GreenLight accepts, an exclusive, sublicensable, worldwide, royalty-free license under the Insect Control Patents to conduct research, develop, make, use, offer for sale, sell,
import, or export methods and products in the Field from the Closing Date until the expiration of the last to expire of the Insect Control Patents. 

2.1.7 License to Insect Control Know-how. Bayer hereby grants to GreenLight, and GreenLight
accepts, a sublicensable, non-exclusive, worldwide, royalty-free license under the Insect Control Know-how to make, use, offer for sale, sell, import, or export methods
and products in the Field. 
 2.1.7.1 Access to Insect Control Know-how
documents. Bayer shall provide to GreenLight copies of, or downloadable access to, the Insect Control Know-how documents no later than the Closing Date. 

2.1.8 Reservation of research rights in the Field. Bayer hereby reserves non-sublicensable,
worldwide, non-exclusive rights under the Insect Control Patents to make, use, import, and export, but not sell or offer for sale, methods and products in the Field. 

2.1.9 No other licenses. This Agreement does not grant, expressly or impliedly, GreenLight any rights in, to, or under the Insect
Control Patents or the Insect Control Know-how, except those expressly recited in Section 2.2.1 and Section 2.2.2. For example, in addition to Section 2.2.3, Bayer retains exclusive rights in,
to, and under the Insect Control Patents and Insect Control Know-how for use outside the Field, including, for example, [***] that may be covered by one or more claims of the Insect Control Patents. 

2.1.10 License to Delivery Patents. Bayer hereby grants to GreenLight, and GreenLight accepts, a
non-exclusive, non-sublicensable, worldwide, royalty-free license under the Delivery Patents to make, use, offer for sale, sell, import, or export methods and products:

 (a) for the topical application to [***] and/or 

(b) in the Field. 
 2.1.11
No other licenses. This Agreement does not grant, expressly or impliedly, GreenLight any rights in, to, or under the Delivery Patents, except those expressly recited in Section 2.3.1. 

 

	3.	 EXCLUSIVITY AND COMPETITIVE ACTIVITIES.  



3.1 Limited disclosure of certain Bee Health Know-how. Bayer will take commercially reasonable
efforts to refrain from disclosing Bee Health Know-how to GreenLight Competitors during the period beginning with the Effective Date and ending on the tenth (10th) anniversary of the Effective Date, unless
required by law, regulation, or order. 











 3.2 Status regarding Bayer’s development of certain insect control products.
[***]. 
 3.3 Bayer’s commercialization of [***]. [***]. 

3.4 Bayer’s commercialization of Bee Health products. To the extent allowable under applicable antitrust law, which shall be
determined in Bayer’s sole discretion, Bayer will refrain from selling or offering for sale a method or product directed to the [***] during the period beginning with the Effective Date and ending on the tenth (10th) anniversary of the
Effective Date. 
  

	4.	 DILIGENCE. 



4.1 GreenLight’s commercialization of Bee Health products. GreenLight will use commercially reasonable efforts to develop and sell
a method or product directed to the [***]. GreenLight shall disclose an executive summary of such efforts with projected completion dates for the milestones set forth in Sections 5.2 and 5.3 in annual reports due on June 30th of each year until
payment of the First Sale Milestone Fee as set forth in Section 5.3 
  

	5.	 FINANCIAL TERMS. 



5.1 Initial Fee. In exchange for the assignments and licenses set forth in Section 2, and in addition to other consideration set
forth herein, GreenLight shall pay to Bayer a fee of [***] USD ([***]USD) on the Closing Date (the “Initial Fee”). 
 5.2 EPA
Registration Milestone Fee. In exchange for the assignments and licenses set forth in Section 2, and in addition to other consideration set forth herein, GreenLight shall pay to Bayer a fee of [***] USD ($[***]USD) no later than one month
after receiving the first U.S. EPA registration for the [***] (the “EPA Registration Milestone Fee”). Within one week after receiving said first U.S. EPA registration, GreenLight shall notify Bayer of the same. 

5.3 First Sale Milestone Fee. In exchange for the assignments and licenses set forth in Section 2, and in addition to other
consideration set forth herein, GreenLight shall pay to Bayer a fee of [***] USD ([***]USD) no later than one month after the first U.S. sale of a [***] (the “First Sale Milestone Fee”). Within one week after said first U.S. sale of a
[***], GreenLight shall notify Bayer of the same. 
  

	6.	 PAYMENTS. 



6.1 Payment Method. All payments due under this Agreement will be made by bank wire transfer in immediately available funds or by
Electronic Funds Transfer (EFT) in funds available in 5-7 business days to the following bank account: 

[***] 











 All payments hereunder will be made in USD. If the due date of any payment is a Saturday, Sunday or national
holiday, such payment may be paid on the following business day. 
 6.2 Tax Matters. All payments required pursuant to this Agreement
will be paid net of any deduction therefrom for withholding for or on account of any tax, fee, levy, assessment or other governmental charge imposed upon such payments by any jurisdiction. The withholding Party will provide the other Party with a
certificate evidencing payment of any such withholding taxes pursuant to this Section 6.2. 
 6.3 Interest. All payment required
pursuant to this Agreement will, if overdue, bear interest until payment at a per annum rate two percent (2%) above the prime rate quoted in the Money Rates section of The Wall Street Journal, Eastern Edition for the date on which payment was due,
calculated daily on the basis of a 365-day year; provided, however, that in no event will such rate exceed the maximum legal annual interest rate. 

 

	7.	 INTELLECTUAL PROPERTY.  



7.1 Responsibility for patents and associated costs and expenses. Beginning on the Closing Date, GreenLight shall be responsible for all
decisions regarding, and costs and expenses associated with prosecuting, maintaining, defending, and enforcing the Bee Health Patents. As such, GreenLight shall reimburse Bayer for any such costs and expenses incurred with respect thereof that may
be invoiced to Bayer until such time as GreenLight is established as the owner or applicant with the relevant foreign and domestic patent attorneys and agents and patent offices. Before the Closing Date, Bayer shall provide GreenLight a docket
report for the Bee Health Patents that, among other things, identifies all action items until 90 days after the Closing Date. Additionally, Bayer shall provide GreenLight copies of all outstanding Office actions for the Bee Health Patents having a
response deadline during said 90-day period. Also, Bayer will provide GreenLight reasonable access to printable versions of the Bee Health Patents. Further, promptly after the Closing Date, Bayer will notify
all legal counsel responsible for prosecuting and maintaining the Bee Health Patents of the transfer of Bayer’s entire interest in the Bee Health Patents to GreenLight and will identify GreenLight’s contact information as designated by
GreenLight and said legal counsel of Bayer will provide the prosecution history files of the Bee Health Patents to GreenLight or the legal counsel designated by GreenLight. 

This Agreement does not alter Bayer’s responsibility for all decisions regarding, and costs and expenses associated with prosecuting, maintaining,
defending, and enforcing the Insect Control Patents and the Delivery Patents. 











 7.2 Abandonment of licensed patents. If Bayer elects to stop prosecuting or
maintaining any Insect Control Patents before issuance or expiration, respectively, Bayer will give GreenLight notice thereof at least sixty (60) days prior to allowing such patents or patent applications to lapse or become abandoned; except in
situations in which the patent office procedure provides for a shorter deadline or communications to Bayer from its outside legal counsel and results in less than sixty (60) days notice, in which case Bayer will give GreenLight reasonable
notice before lapse or abandonment. If requested by GreenLight, Bayer will assign the same to GreenLight subject to GreenLight granting Bayer a non-exclusive,
non-sublicensable, royalty/payment-free license under such patent/application and any subsequently filed patent/application claiming priority thereto until such application(s) or patent(s) are abandoned,
lapsed, or expired. Upon such an assignment, GreenLight shall be responsible for all decisions regarding, and costs and expenses associated with prosecuting, maintaining, defending, and enforcing such application(s) and patent(s). 

 

	8.	 CONFIDENTIALITY. 



8.1 Confidential Information. Except as expressly provided in this Agreement, the Parties agree that, for the Term of this Agreement
plus five (5) years or a period of ten (10) years after the initial disclosure, whichever is earlier, the receiving Party will keep completely confidential and will not publish or otherwise disclose and will not use for any purpose except
for the purposes contemplated by this Agreement any Confidential Information furnished to it by the disclosing Party hereto pursuant to this Agreement. Without limiting any provision of this Agreement, each of the Parties hereto will be responsible
for the observance by its employees of the confidentiality obligations set forth in this Section 8 and this Agreement, generally. If either Party becomes aware or has knowledge of any unauthorized use or disclosure of the other Party’s
Confidential Information, it will promptly notify the other Party of such unauthorized use or disclosure. 
 Notwithstanding any provision in this Agreement
to the contrary, even upon expiration of the above-described period of confidentiality, although GreenLight may disclose Confidential Information contained in documents provided hereunder by Bayer, GreenLight shall use its best efforts to refrain
from providing copies (physical or electronic) of said documents or excerpts therefrom attributed to Bayer. 
 8.2 Permitted
Disclosures. Except as otherwise limited by this Agreement, each Party hereto may disclose the other Party’s Confidential Information only in the following circumstances: 

(a) A Party may disclose Confidential Information of the other Party, or to its advisors, collaborators, financial investors or acquirers,
including prospective financial investors, acquirers or Affiliates, and the agents or advisors of the foregoing and other similarly situated Third Parties, on a need to know basis, if such permitted recipients agree to be bound by the terms of this
Section 8 or have a fiduciary duty of confidentiality; 
 (b) A Party may disclose, to the extent such disclosure is reasonably
necessary, Confidential Information of the other Party in connection with: 











 (i) filing or prosecuting patent applications (provided that neither Party will file any
patent application claiming any invention conceived by the other Party except as expressly authorized by this Agreement), prosecuting or defending litigation; and/or 

(ii) complying with applicable governmental laws and regulations or judicial order, or otherwise submitting information to taxing or other
governmental authorities; provided that in case (i) and/or (ii) if a Party is required to make any such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give
reasonable advance notice to the latter Party of such disclosure and save in the case of patent applications will cooperate with the original disclosing Party in any effort by the original disclosing Party to secure a protective order or other
remedy affording confidential treatment of such Confidential Information and/or waive compliance with confidentiality provisions of this Agreement; 

(c) A Party may disclose, to the extent such disclosure is reasonably necessary, the existence of this Agreement to the United States
Securities and Exchange Commission or any securities exchange or other securities trading institution (if a copy of this Agreement has to be submitted, the Parties will agree upon an appropriately redacted version of this Agreement for submission);
and 
 (d) A Party may disclose Confidential Information of the other Party in a public disclosure that is mutually agreed upon by the
Parties in accordance with Section 8.3. 
 In the event that a protective order or other remedy is not obtained, or that the disclosing Party waives
compliance with the provisions hereof, the receiving Party so requested or compelled agrees to furnish only that portion of the disclosing Party’s Confidential Information that it is advised by counsel is legally required to be disclosed and to
exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information. 
 8.3 Press
Release or Public Disclosure. The Parties will agree upon a press release or equivalent public disclosure to announce the execution of this Agreement no later than February 15, 2021, together with a corresponding Q&A outline for use in
responding to inquiries about this Agreement and/or the Parties’ relationship; thereafter, GreenLight and Bayer may each disclose to Third Parties the information contained in such press release or public disclosure and Q&A outline without
the need for further approval by the other. 
  

	9.	 REPRESENTATIONS, WARRANTIES AND COVENANTS; DISCLAIMERS.  



9.1 Representations and warranties of GreenLight. GreenLight represents and warrants to Bayer that the statements contained in this
Section 9.1 are correct and complete as of the Effective Date. 
 9.1.1 Organization. GreenLight is a duly organized and validly
existing corporation in good standing under the laws of the state of Delaware and has the power and authority to own, lease and operate its assets and properties and to conduct its business as now being conducted. 











 9.1.2 Authorization. There is no provision in GreenLight’s articles of
organization or in its operating agreement which prohibits or limits the ability of GreenLight to consummate the transactions contemplated hereby. GreenLight has the full right, power and authority to enter into this Agreement and to consummate or
cause to be consummated all of the transactions contemplated hereby and to fulfill or cause to be fulfilled all of the obligations of GreenLight hereunder. The execution and delivery of this Agreement by GreenLight and the due consummation by
GreenLight of the transactions contemplated hereby have been duly authorized by all necessary action of the Board of Directors of GreenLight. This Agreement constitutes a legal, valid and binding agreement of GreenLight enforceable against
GreenLight in accordance with its terms. 
 9.1.3 Consents and approvals. No consent or approval from any Third Party is required to
be made or obtained by GreenLight in connection with the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby. 

9.1.4 No conflict or violation. Neither the execution, delivery or performance of this Agreement, nor the consummation of the
transactions contemplated hereby will result in a breach of, or a default under, any term or provision of any contract, agreement, indebtedness, lease, encumbrance, commitment, license, franchise, permit, authorization or concession to which
GreenLight is a party. 
 9.2 Representations and warranties of Bayer. Bayer represents and warrants to GreenLight that the
statements contained in this Section 9.2 are correct and complete as of the Effective Date. 
 9.2.1 Organization. Bayer is a
duly organized and validly existing corporation in good standing under the laws of the state of Delaware and has the power and authority to own, lease and operate its assets and properties and to conduct its business as now being conducted. 

9.2.2 Authorization. There is no provision in Bayer’s articles or certificate of incorporation or in its bylaws which prohibits or
limits Bayer’s ability to consummate the transactions hereby. Bayer has the full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions contemplated hereby and to fulfill or
cause to be fulfilled all of the obligations of Bayer hereunder. The execution and delivery of this Agreement by Bayer and the due consummation by Bayer of the transactions contemplated hereby have been duly authorized by all necessary action of the
board of directors of Bayer. This Agreement constitutes a legal, valid and binding agreement of Bayer enforceable against Bayer in accordance with its terms. 











 9.2.3 Consents and approvals. Other than as disclosed herein, no consent or approval
from any Third Party is required to be made or obtained by Bayer in connection with the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby and thereby. 

9.2.4 No conflict or violation. Neither the execution, delivery or performance of this Agreement, nor the consummation of the
transactions contemplated hereby or thereby will result in a breach of, or a default under, any term or provision of any contract, agreement, indebtedness, lease, encumbrance, commitment, license, franchise, permit, authorization or concession to
which Bayer is a party. 
 9.2.5 No adverse effect on the assigned or licensed assets. Bayer represents that to its knowledge the
assignment and licenses granted to GreenLight pursuant to this Agreement will not have a materially adverse effect on any of the Bee Health Patents, Bee Health Know-how, Insect Control Patents, Insect Control Know-how, or Delivery Patents. 
 9.2.6 No pre-existing grants
to the assigned or exclusively licensed assets. Bayer represents that it has not granted a Third Party any rights in and to the Bee Health Patents, Bee Health Know-how, or the Insect Control Patents that
are in contravention of, or in conflict with, the rights granted in the same to GreenLight pursuant to this Agreement. 
 9.2.7 Ownership
of Bee Health Patents. Until completion of the closing on the Closing Date, Bayer possesses either a partial ownership interest in and to, or the entire right, title, and interest in and to the Bee Health Patents and its interests therein
(partial or entire) are free and clear of any security interest, license, or other restrictions. 
 9.2.8 No known violations of the duty
of candor to the USPTO regarding Bee Health Patents. As of the Effective Date, Bayer’s IP counsel responsible for managing the Bee Health Patents does not have actual knowledge of: 

(a) any public use, sale, sale, printed publication, or other non-confidential disclosure by Bayer of
any invention claimed in a U.S. Bee Health Patent having Docket Number 60216 US 0001 or 60216 US 00002 prior to the effective filing date of said U.S. Bee Health Patent; nor 

(b) any violation of the duty to disclose information material to patentability set forth in 37 C.F.R. § 1.56 by Bayer for (i) any
U.S. Bee Health Patent having Docket Number 60216 US 0001, 60216 US 0002, 60216 US 0003, 60220 US 0002, or 61478 US 0001 and (ii) any U.S. Bee Health Patent having Docket Number 58862 US 0001, 58862 US 0002, 58862 US 0003, 58864 US 0001, 58864
US 0002, 58864 US 0003 58865 US 0001, or 58865 US 0002 as of the date of Bayer’s acquisition of said U.S. Bee Health Patent. 
 9.2.9
No known actions alleging invalidity of Bee Health Patents. Bayer has no actual knowledge of an action, suit, or proceeding before any court, quasi-judicial or administrate agency of the U.S. or a foreign jurisdiction that could result in a
decision, judgment, order, or ruling that a Bee Health Patent is invalid. 











 9.3 Compliance with laws. 

9.3.1 General representations. Each Party represents and warrants that it will take no action in relation to this Agreement that would
be in violation of, or would subject the other Party to any liability or penalty under, the applicable laws and regulations of any foreign country and the United States of America. 

9.3.2 9.3.2. Representations regarding Officials. Each Party represents and warrants as of the Effective Date that none of its
officers, directors, or employees who are currently expected to work on or communicate about the matters covered by this contract is an Official and that no Official is directly or indirectly a principal owner or investor in the Party and that no
Official has any substantial financial interest in the contractual relationship established by this Agreement and that the Party will not interact with any Officials on behalf of the other Party in any activities contemplated by this Agreement. 

9.3.3 No improper payments. Each Party represents and warrants that no payments of money or anything of value will be offered, promised
or paid, directly or indirectly, to any Officials to influence the acts of such Officials to induce them to use their influence with a government or an instrumentality thereof, or to obtain an improper advantage in connection with any business
venture or contract in which the other Party is a participant. 
 9.4 Disclaimer of warranties. Except as expressly provided in
Sections 3.2, 9.1, 9.2, and 9.3, GreenLight and Bayer each expressly disclaim any warranties, including any implied warranties of merchantability, patentability, non-infringement, fitness for a particular
purpose, or any warranty that any patent assigned or licensed hereunder will be valid or enforceable. Each Party acknowledges that it is not relying on any warranties other than those set forth in Sections 3.2, 9.1, 9.2, and 9.3. 

 

	10.	 LIMITATIONS OF LIABILITY AND INDEMNIFICATION.  



10.1 Notice; Defense. In the event that Bayer receives notice of any Third Party claim, action or proceeding for which Bayer (the
“Indemnitee”) claims indemnity hereunder, the Indemnitee will promptly notify GreenLight (the “Indemnitor”) of such matter. The Indemnitor will then promptly assume responsibility for and will have full control of such matter,
including settlement negotiations and any legal proceedings, and the Indemnitee will fully cooperate at the Indemnitor’s expense in the Indemnitor’s handling and defense thereof. The Indemnitee may participate, at its own expense, in the
defense of such claim or litigation provided that the Indemnitor will direct and control the defense of such claim or litigation. The Indemnitor will not, in the defense of such claim or litigation resulting therefrom, consent to entry of any
judgment except with the written consent of the Indemnitee, which will not be unreasonably withheld, or enter into any settlement except with the written consent of the Indemnitee, which will not be unreasonably withheld, which: (i) does not
include as an unconditional term thereof the giving by the plaintiff to the Indemnitee of a release from all liability in respect of such claim or litigation; or (ii) contains any admission of liability. 











 10.2 Limitation of GreenLight’s liability. SUBJECT TO AND WITHOUT MITIGATION OF
GREENLIGHT’S OBLIGATIONS OF INDEMNIFICATION UNDER SECTION 10.3, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, GREENLIGHT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE TO BAYER FOR INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST OR DIMINISHED PRODUCTION, BUSINESS INTERRUPTION OR CLAIMS OF CUSTOMERS OR OTHER THIRD PARTIES, WHETHER OR NOT GREENLIGHT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE. 

10.3 Indemnification. GreenLight will defend, indemnify and hold harmless Bayer, including its Affiliates, and its and their directors,
officers, employees, agents and representatives from and against any damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees, court costs and other costs) arising from fines, civil penalties, personal injury to,
or damage to the property of Third Parties (including for purposes of this Section 10.3 the employees of the Parties) to the extent such damages, liabilities, losses, costs and expenses are directly caused by GreenLight’s
(a) recklessness, willful misconduct, violation of law, or breach of any representations or warranties in this Agreement, or (b) activities conducted using, or resulting from, or covered by the
know-how and patents assigned or licensed under this Agreement. 
 10.3.1 Notice; Defense. In
the event that Bayer receives notice of any Third Party claim, action or proceeding for which Bayer (the “Indemnitee”) claims indemnity hereunder, the Indemnitee will promptly notify GreenLight (the “Indemnitor”) of such matter.
The Indemnitor will then promptly assume responsibility for and will have full control of such matter, including settlement negotiations and any legal proceedings, and the Indemnitee will fully cooperate at the Indemnitor’s expense in the
Indemnitor’s handling and defense thereof. The Indemnitee may participate, at its own expense, in the defense of such claim or litigation provided that the Indemnitor will direct and control the defense of such claim or litigation. The
Indemnitor will not, in the defense of such claim or litigation resulting therefrom, consent to entry of any judgment except with the written consent of the Indemnitee, which will not be unreasonably withheld, or enter into any settlement except
with the written consent of the Indemnitee, which will not be unreasonably withheld, which: (i) does not include as an unconditional term thereof the giving by the plaintiff to the Indemnitee of a release from all liability in respect of such
claim or litigation; or (ii) contains any admission of liability. 












	11.	 TERM AND TERMINATION.  



11.1 Term. The term of this Agreement will commence on the Effective Date and will continue until the expiration of the last to expire
of all patents and patent applications owned or Controlled by a Party that are licensed hereunder to the other Party unless terminated early pursuant to the remaining subsections of Section 11 or any other relevant provisions set forth in this
Agreement (the “Term”). Without limiting the foregoing, the Term will survive the non-renewal or termination of any particular license hereunder, subject to the terms of this Agreement. Additionally,
the Parties agree that to the extent any of the licenses granted under this Agreement are to an invention, data, know-how, and/or work of authorship that is Confidential Information at the end of the Term of
this Agreement (unless terminated early pursuant to the remaining subsections of Section 11 or any other relevant provisions set forth in this Agreement), said licenses will continue, without royalty or any other obligations under this
Agreement, save the confidentiality provisions under Section 8, until such time as the same are no longer are subject to the confidentiality provisions due to the passage of time pursuant to Section 8.1. 

Additionally, notwithstanding any provision of this Agreement to the contrary, neither expiration or termination of this Agreement by Bayer releases
GreenLight from its obligations to pay the EPA Registration Milestone Fee and the First Sale Milestone Fee under Sections 5.2 and 5.3, respectively. 

11.2 Termination “For Cause”. Either Party may, upon written notice to the other Party, terminate this Agreement if the other
Party has materially breached this Agreement and failed to cure such material breach within sixty (60) days after receiving written notice thereof from the Party seeking to terminate. A termination under this Section 11.2 will be effective
only if the Party seeking to terminate provides notice of breach, such breach is not cured within sixty (60) days, and such Party then provides written notice of termination upon expiration of such cure period. 

11.3 Termination of Licenses for Patent Challenge. In the event that GreenLight directly or indirectly: 

(a) issues a press release, public announcement, news release alleging invalidity or unenforceability of any claim of the Insect Control
Patents or Delivery Patents; or 
 (b) asserts a claim or counterclaim in the courts seeking to invalidate or render unenforceable any
claim of the Insect Control Patents or Delivery Patents; or 
 (c) assists another Third Party with either or both (a) or (b); wherein
each of (a), (b), or (c) is a “Challenge Event” and each of GreenLight and its Affiliates is a “Challenger”, then Challenger shall provide reasonable written notice but in no event less than sixty
(60) days written notice to Bayer prior to initiating such a Challenge Event, along with a copy of any prior art, if known, that forms the basis for the Challenge Event. 











 Upon the occurrence of a Challenge Event, Bayer shall have the right, but not the obligation, to immediately
terminate GreenLight’s licenses to the Insect Control Patents and the Delivery Patents. 
 To be clear, a dispute involving determinations of claim
scope or construction does not constitute challenging or denying the validity or enforceability of any of the Insect Control Patents or the Delivery Patents is not a Challenge Event unless a Challenger actually contests the validity, enforceability,
and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application licensed. Also, challenging or denying the validity or enforceability of any of the Insect Control Patents or Delivery Patents does
not include provoking or participating in an interference proceeding. 
 11.3.1 Forum of a Challenge Event. GreenLight agrees on
behalf of itself and every other Challenger that it/they shall bring or assist in bringing a Challenge Event seeking to invalidate or render unenforceable any claim of the U.S. Insect Control Patents and the Delivery Patents only in the U.S.
District Court for the Eastern District of Missouri, and not to contest personal jurisdiction in that forum. If this foregoing forum selection clause is determined by the court to not prohibit a Challenger from bringing or assisting in bringing a
Challenge Event before an applicable governmental agency (e.g., the United States Patent Trial and Appeal Board), then category (b) of the Challenge Event also includes asserting invalidity or unenforceability of any claim of the U.S. Insect
Control Patents and the Delivery Patents before an applicable governmental agency. 
 11.3.2 Compensation. Moreover, should the
outcome of any such action or proceeding be unsuccessful, the Challenger(s) shall pay Bayer’s costs, expenses, and reasonable attorneys’ fees incurred in such action. An action or proceeding shall be deemed “unsuccessful” for
purposes of this Section 11.3 if: 
 (i) the proceeding or lawsuit is terminated for any reason prior to a settlement or judgment from
which no appeal can be or is taken; 
 (ii) one or more of the claims within the patents challenged by said proceeding or lawsuit remain
valid and enforceable after any such settlement or judgment is in effect; or 
 (iii) if one or more Challengers would still require a
license to any of the Insect Control Patents or Delivery Patents to make, have made, offer sale, sell, or use any of its products after any such settlement or judgment is in effect. 

11.4 Effects of Agreement Termination. Upon termination of this Agreement by Bayer, all licenses granted to GreenLight will terminate,
and GreenLight will promptly: (a) cease any all uses of Bee Health Know-how, and Insect Control Know-how (some or all of which may be Bayer Confidential Information
and subject certain provisions of this Agreement, including Section 11.6); and (b) cease all activities that would be an infringement of a patent licensed hereunder. 

11.5 Accrued Obligations. Termination of this Agreement for any reason will not release any Party from any obligations that, at the
time of such termination, has already accrued to the other Party or any obligations that, by their nature, will continue, including those set forth in this Section 11 and Sections 5, 6, 8, 9, 10, and 12. 











 11.6 Return or Destruction of Confidential Information. Upon any termination of this
Agreement, each Party will return to the other Party or destroy all Confidential Information of the other Party then in its possession or control, except to the extent such Confidential Information of the other Party is reasonably necessary to such
Party’s exercise of its surviving rights under this Agreement. Notwithstanding the foregoing, the receiving Party shall not be obligated to delete electronic copies of Confidential Information stored in archival
back-ups created in the ordinary course of business so long as the archival back-ups are maintained in confidence and are not readily accessible to users. Each Party
will continue to be bound by the terms of this Agreement with respect to any and all Confidential Information of the other Party that is not returned to the other Party or destroyed. 

 

	12.	 MISCELLANEOUS. 



12.1 Construction and interpretation. All terms defined in the singular form will include the plural and vice versa. Unless otherwise
stated, all sections referred to herein are sections of this Agreement. Each of the exhibits, schedules and appendices referred to in this Agreement and attached hereto, and all attachments and amendments thereto, are and will be incorporated herein
and made a part hereof. But in the event any such exhibits, schedules, or appendices, or portions thereof are contrary to the terms and conditions of this Agreement, the terms and conditions of this Agreement will prevail. The headings of the
articles and sections in this Agreement are inserted for convenience only and are not intended to interpret, define or limit the scope or content hereof or any provision hereof. The word “including” will not be construed as limiting the
immediately preceding general term or statement. 
 12.2 Choice of law. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware, U.S.A. (unless the Parties agree in writing otherwise) without giving effect to the choice of law provisions thereof which will be disregarded in their entirety; provided that all questions
concerning the construction or effect of patent applications and patents will be decided in accordance with the laws of the country in which the particular patent application or patent concerned has been filed or granted, as the case may be. 

12.3 Severability. If any term, condition or provision of this Agreement or the application thereof is judicially or otherwise
determined to be invalid or unenforceable, or if the Parties mutually agree in writing to any revision of this Agreement, the remainder of this Agreement and the application thereof will not be affected, except to the extent of any such revision,
and this Agreement will otherwise remain in full force and effect. If the absence of any term, condition or provision of this Agreement that has been judicially or otherwise determined to be invalid or unenforceable causes a material adverse change
in either the risks or benefits of this Agreement to either Party, then the Parties will negotiate in good faith a commercially reasonable substitute or replacement for the invalid or unenforceable provision. 











 12.4 Rights. Except for the rights expressly provided for in this Agreement, no right
or license to any information, materials, inventions, or know-how provided by either Party to the other is granted or implied. 

12.5 Assignment and succession. This Agreement and the licenses granted herein are not assignable or transferable by, or subject to
succession from, GreenLight to any Third Party without the prior written consent of Bayer; provided, however, such consent will not be unreasonably withheld in connection with a change of Control of GreenLight. The terms and conditions of
this Agreement will be binding on and inure to the benefit of the permitted successors, transferees, and assigns of the Parties. Any attempted assignment, transfer, or succession in violation of this Section 12.5 will be null and void. 

12.6 Waiver of default. No waiver of any default by either Party will be deemed to constitute a waiver of any subsequent default with
respect to the same or any other provision hereof. No waiver will be effective unless made in writing with specific reference to the relevant provision of this Agreement and signed by a duly authorized representative of the Party granting the
waiver. 
 12.7 Non-Solicitation. GreenLight agrees that, during the Term, GreenLight shall
not, directly or indirectly solicit or induce, or attempt to solicit or induce, any employee, distributor, sales representative, agent or contractor of Bayer to whom GreenLight is given Reasonable Access as well as [***] to leave Bayer for any
reason whatsoever, or hire any such person, except for [***]. Notwithstanding the foregoing, you shall be entitled to place public advertising and any response received by you to any such public advertising or subsequent hirings resulting
therefrom shall not be considered as a breach of this Section 12.7 as long as you did not otherwise breach your obligations under this Section 12.7 in connection with such public advertising. 

12.8 Relationship of Parties. Nothing contained in this Agreement is intended implicitly, or is to be construed, to constitute Bayer
and GreenLight as partners in the legal sense. The Parties are independent contractors, and no agency, franchise, joint venture, employment or other similar relationship is intended or created by this Agreement. No Party hereto will have any express
or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Third Party. 

12.9 Compliance with law. Each Party will comply with all applicable governmental laws, rules and regulations in the performance of its
obligations under this Agreement. 
 12.10 Force Majeure. Either Party may suspend performance of any of its obligations under this
Agreement, in whole or in part, without liability to the other Party by promptly notifying the other Party of the nature and estimated duration of the suspension period in the event of: act of God, war, riot, fire, explosion, terrorist action,
accident, lack of adequate fuel, power, compliance with governmental requests, laws, regulations, orders or actions, breakage or failure of machinery or apparatus, national 











 
defense requirements or any other event, whether or not of the classes enumerated herein, beyond the reasonable control of the Party, or in the event of labor trouble, strike, lockout or
injunction (provided that neither Party will be required to settle a labor dispute against its own best judgment), which event renders the performance of the obligation commercially impracticable. The
non-performing Party will correct or remove the conditions creating the force majeure event within sixty (60) days, or if such conditions cannot reasonably be corrected or removed within such sixty
(60) day period, then the non-performing Party will work diligently to correct or remove such conditions within such sixty (60) days and will complete such correction or removal within one hundred
and twenty (120) days (or such longer period of time reasonably required to correct or remove a curable condition) after the force majeure event. If the corrections or removal of the conditions creating the force majeure event are not completed
within such one hundred and twenty (120) day period (or such longer period of time reasonably required to correct or remove a curable condition) by the non-performing Party, then the other Party will have
the right to terminate this Agreement without penalty. 
 12.11 Entire Agreement. This Agreement constitutes the entire agreement
between the Parties relating to the subject matter hereof. All prior agreements or arrangements, written or oral, between the Parties relating to the subject matter hereof are hereby superseded and merged with this Agreement. This Agreement may not
be modified except in writing signed by both Parties. 
 12.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. Signatures via facsimile or other electronic means are deemed to be the same as original signatures.

 12.13 Notices. All notices and other communications required or permitted under this Agreement shall be deemed to be properly
given when in writing, which shall include communications by electronic means (i.e., an electronic transmission), and shall be effective: when delivered, if delivered by hand or reputable courier service; five (5) days after mailing, if mailed
by registered or certified mail, postage prepaid and return receipt requested; or on the date sent, if dispatched by electronic transmission; addressed to each Party at the following addresses or such other address as may be designated by notice
pursuant to this: 
 If to Bayer: 

Bayer Crop Science LLP 
 800 North
Lindbergh Boulevard 
 St. Louis, Missouri 63167 

Attn.: [***], MNC Relationships and Trait Licensing 

w/email to: [***] 
 w/copy
of any notice relating to breach or termination to: 
 Bayer Crop Science LLP 

800 North Lindbergh Boulevard 

St. Louis, Missouri 63167 
 Attn.:
[***], US Law Intellectual Property & Licensing Lead 
 w/ email to: [***] 











 If to GreenLight Biosciences, Inc.: 

GreenLight Biosciences, Inc. 
 200
Boston Ave, Suite 1000 
 Medford, MA 02155 

Attn.: [***] 
 w/ email to:
[***] 
 w/copy of any notice relating to breach or termination to: 

GreenLight Biosciences, Inc. 
 200
Boston Ave, Suite 1000 
 Medford, MA 02155 

Attn.: [***] 
 w/ email to:
[***] 
 Either Party may use for electronic transmission the DocuSign® online document
delivery and signature service of Third Party vendor DocuSign, Inc., or such other method of electronic transmission as to which the Parties agree from time to time. 

Each Party will be required to provide and maintain an operable address(es) of an electronic nature through which the specified manner of electronic
transmission can be accomplished. Such address may be changed by a Party upon notice by hand, courier or mail as described above, or upon notice by electronic transmission. 

Notwithstanding that any notice given by electronic transmission is effective on the date of dispatch, a recipient may be required to give acknowledgement of
receipt of notice by electronic transmission; provided that the effective date of the notice shall remain as the date of dispatch, not the time of acknowledgement; and further provided that failure of a recipient to acknowledge receipt shall not
affect the effectiveness of the notice. 
 12.14 Further assurances. The Parties will execute and deliver such further documents and
do such further acts and things, including amending this Agreement, as may be required to carry out the intent and purpose of this Agreement. 

12.15 Legal Fees and costs. Except as otherwise provided herein, all legal and other costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby are to be paid by the Party incurring such costs and expenses. 
 12.16
Language. All written materials, correspondence, technical information, notices and oral assistance supplied by either Party hereto will be in the English language. 











 12.17 Third Party beneficiary. This Agreement is solely for the benefit of the
Parties and their respective successors and permitted assigns, and no other person or entity has any right, benefit, priority or interest under or because of the existence of this Agreement. 

12.18 Advice of counsel. GreenLight and Bayer each consulted counsel of their choice regarding this Agreement, and each acknowledges
and agrees that this Agreement will not be deemed to have been drafted by one Party or another and will be construed accordingly. 

[signature page follows] 











 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the latest date written
below. 
  

			
	GreenLight Biosciences Inc.
		
	By:	 	 


			
	Print Name:  [***]
	Title:  Chief Executive Officer
	
	Bayer CropScience


			
		
	By:	 	 


			
	Print Name:  [***]
	Title:  Business Development & Licensing


			
		
	By:	 	 


			
	Print Name:  [***]
	Title:  Multinational Accounts & Trait Licensing Manager












 Appendix A 

(Bee Health Know-how documents in secure electronic data room) 

[***]. 











 Appendix B 

(Bee Health Patents) 
  

									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
	58862 AU 0000	  	2008325989	  	2008325989	  	Australia	  	Beeologics Inc.
					
	58862 AU 0001	  	2015200750	  	2015200750	  	Australia	  	Beeologics, Inc.
					
	58862 AU 0002	  		  	2017204098	  	Australia	  	Beeologics, Inc.
					
	58862 BR 0000	  		  	PI08173672	  	Brazil	  	Beeologics Inc.
					
	58862 CA 0000	  		  	2704858	  	Canada	  	Beeologics Inc.
					
	58862 DE 0000	  	2222852	  	088479712	  	Germany	  	Beeologics Inc.
					
	58862 DE 0001	  	2706114	  	131561839	  	Germany	  	Beeologics Inc.
					
	58862 DE 0002	  	6020080547329	  	131561854	  	Germany	  	Beeologics Inc.
					
	58862 DE 0003	  	6020080587363	  	131561805	  	Germany	  	Beeologics Inc.
					
	58862 EP 0002	  	2703489	  	131561805	  	Europe	  	Beeologics Inc.
					
	58862 EP 0003	  	2703490	  	131561854	  	Europe	  	Beeologics Inc.
					
	58862 EP 0006	  		  	182070177	  	Europe	  	Beeologics Inc.
					
	58862 FR 0000	  	2222852	  	088479712	  	France	  	Beeologics Inc.
					
	58862 FR 0001	  	2706114	  	131561839	  	France	  	Beeologics Inc.













									
					
	58862 FR 0002	  	2703490	  	131561854	  	France	  	Beeologics Inc.
					
	58862 FR 0003	  	2703489	  	131561805	  	France	  	Beeologics Inc.
					
	58862 GB 0000	  	2222852	  	088479712	  	United Kingdom	  	Beeologics Inc.
					
	58862 GB 0001	  	2706114	  	131561839	  	United Kingdom	  	Beeologics Inc.
					
	58862 GB 0002	  	2703490	  	131561854	  	United Kingdom	  	Beeologics Inc.
					
	58862 GB 0003	  	2703489	  	131561805	  	United Kingdom	  	Beeologics Inc.
					
	58862 HK 0000	  	1149047	  	11101987.0	  	Hong Kong	  	Beeologics Inc.
					
	58862 IL 0000	  	205594	  	205594	  	Israel	  	Beeologics, Inc.
					
	58862 IL 0001	  	240416	  	240416	  	Israel	  	Beeologics, Inc.
					
	58862 IL 0002	  		  	254692	  	Israel	  	Beeologics, Inc.
					
	58862 IN 0000	  	279131	  	1150MUMNP2010	  	India	  	Beeologics, Inc.













									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
	58862 IT 0000	  	2222852	  	088479712	  	Italy	  	Beeologics Inc.
					
	58862 IT 0001	  	2706114	  	131561839	  	Italy	  	Beeologics Inc.
					
	58862 IT 0002	  	502018000024784	  	131561854	  	Italy	  	Beeologics Inc.
					
	58862 TR 0000	  	2222852	  	088479712	  	Turkey	  	Beeologics Inc.
					
	58862 TR 0001	  	2706114	  	131561839	  	Turkey	  	Beeologics Inc.
					
	58862 TR 0002	  	2703490	  	131561854	  	Turkey	  	Beeologics Inc.
					
	58862 US 0001	  	8097712	  	12222949	  	United States	  	Beeologics Inc.
					
	58862 US 0002	  	8507457	  	13332430	  	United States	  	Beeologics Inc.
					
	58862 US 0003	  		  	13932051	  	United States	  	Beeologics Inc.
					
	58862 ZA 0000	  	201003861	  	201003861	  	South Africa	  	Beeologics Inc.
					
	58864 AU 0000	  		  	2013248167	  	Australia	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 BR 0000	  		  	BR1120140255008	  	Brazil	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 CA 0000	  		  	2777448	  	Canada	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics, Inc.
					
	58864 CA 0001	  		  	2869831	  	Canada	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 CL 0000	  		  	201402751	  	Chile	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.













									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
	58864 CN 0000	  	ZL2010800565859	  	2010800565859	  	China	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 CN 0001	  		  	2013800311146	  	China	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 CN 0002	  		  	2015107517884	  	China	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 DE 0000	  	2488646	  	107798555	  	Germany	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 EP 0000	  	2488646	  	107798555	  	Europe	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 EP 0002	  		  	171883424	  	Europe	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 FR 0000	  	2488646	  	107798555	  	France	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 GB 0000	  	2488646	  	107798555	  	United Kingdom	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.













									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
	58864 IL 0000	  	219193	  	219193	  	Israel	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 IL 0001	  		  	235023	  	Israel	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 IN 0000	  		  	2141MUMNP2014	  	India	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 MX 0000	  	353880	  	MXA2012004378	  	Mexico	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 MX 0001	  		  	MXA2014000538	  	Mexico	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 MX 0002	  		  	MXA2014012364	  	Mexico	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 NZ 0000	  	700791	  	700791	  	New Zealand	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 RU 0000	  	2658771	  	2014144498	  	Russia	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.













									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

	58864 UA 0000	  	116206	  	a2014012247	  	Ukraine	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 US 0001	  	8962584	  	13446557	  	United States	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 US 0002	  	9662348	  	14606328	  	United States	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 US 0003	  		  	15498008	  	United States	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58864 ZA 0000	  	201407343	  	201407343	  	South Africa	  	Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.; and Beeologics Inc.
					
	58865 AU 0000	  	2010244122	  	2010244122	  	Australia	  	Beeologics Inc.
					
	58865 BR 0000	  		  	PI10077081	  	Brazil	  	Beeologics Inc.
					
	58865 CA 0000	  		  	2760883	  	Canada	  	Beeologics Inc.













									
	58865 DE 0000	  	6020100322262	  	107196206	  	Germany	  	Beeologics Inc.
					
	58865 FR 0000	  	2427180	  	107196206	  	France	  	Beeologics Inc.
					
	58865 GB 0000	  	2427180	  	107196206	  	United Kingdom	  	Beeologics Inc.
					
	58865 IL 0000	  	216154	  	216154	  	Israel	  	Beeologics Inc.
					
	58865 IN 0000	  	312922	  	9555DELNP2011	  	India	  	Beeologics Inc.
					
	58865 MX 0000	  	352992	  	MXA2011011839	  	Mexico	  	Beeologics Inc.
					
	58865 US 0001	  	8822426	  	13318636	  	United States	  	Beeologics Inc.

  

									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

	58865 US 0002	  	9932579	  	14474205	  	United States	  	Beeologics Inc.
					
	60216 AR 0000	  		  	P140104134	  	Argentina	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As

Represented by the Secretary of
 Agriculture














							
	60216 AU 0000	  	2014341879	  	Australia	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of
 Agriculture

				
	60216 BR 0000	  	BR1120160099630	  	Brazil	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of
 Agriculture

				
	60216 CA 0000	  	2929533	  	Canada	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of
 Agriculture

				
	60216 CL 0000	  	10572016	  	Chile	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of
 Agriculture














							
	60216 CN 0000	  	2014800694294	  	China	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of Agriculture

				
	60216 EP 0000	  	148002140	  	Europe	  	Beeologics, Inc.

  

									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

		  		  		  		  	 Monsanto Technology LLC
  

The United States of America, As Represented by the Secretary of Agriculture

					
	60216 IL 0000	  		  	245441	  	Israel	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of Agriculture














							
	60216 IN 0000	  	201617018026	  	India	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of Agriculture

				
	60216 MX 0000	  	MXA2016005778	  	Mexico	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of Agriculture

				
	60216 NZ 0000	  	719544	  	New Zealand	  	 Beeologics, Inc.
  

Monsanto Technology LLC The United States of America, As Represented by the Secretary of Agriculture

				
	60216 RU 0000	  	2016122053	  	Russia	  	 Beeologics, Inc.
  

Monsanto Technology LLC
 The United States of America, As
Represented by the Secretary of Agriculture














							
	60216 UA 0000	  	a201605962	  	Ukraine	  	 Beeologics, Inc.
 Monsanto Technology LLC

The United States of America, As


  

									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
		  		  		  		  	Represented by the Secretary of Agriculture
					
	60216 US 0001	  	9540642	  	14532596	  	United States	  	 Beeologics, Inc.
 Monsanto Technology LLC

The United States of America, As
 Represented by the Secretary
of
 Agriculture

					
	60216 US 0002	  	10100306	  	15378513	  	United States	  	 Beeologics, Inc.
 Monsanto Technology LLC

The United States of America, As
 Represented by the Secretary
of
 Agriculture














									
					
	60216 US 0003	  		  	16125048	  	United States	  	 Beeologics, Inc.
 Monsanto Technology LLC

The United States of America, As
 Represented by the Secretary
of
 Agriculture

					
	60216 UY 0000	  		  	35817	  	Uruguay	  	 Beeologics, Inc.
 Monsanto Technology LLC

The United States of America, As
 Represented by the Secretary
of
 Agriculture

					
	60216 ZA 0000	  		  	201602878	  	South Africa	  	 Beeologics, Inc.
 Monsanto Technology LLC

The United States of America, As
 Represented by the Secretary
of
 Agriculture

					
	60220 AR 0000	  		  	P140104591	  	Argentina	  	Beeologics, Inc.
					
	60220 AU 0000	  	2014363992	  	2014363992	  	Australia	  	Beeologics, Inc.













							
				
	60220 BR 0000	  	BR1120160133870	  	Brazil	  	Beeologics, Inc.
				
	60220 CA 0000	  	2933527	  	Canada	  	Beeologics, Inc.

  

									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
	60220 CL 0000	  		  	14402016	  	Chile	  	[***]
					
	60220 CN 0000	  		  	2014800748383	  	China	  	Beeologics, Inc.
					
	60220 DE 0000	  	3080147	  	148219769	  	Germany	  	Beeologics, Inc.
					
	60220 EP 0000	  	3080147	  	148219769	  	Europe	  	Beeologics, Inc.
					
	60220 FR 0000	  	3080147	  	148219769	  	France	  	Beeologics, Inc.
					
	60220 GB 0000	  	3080147	  	148219769	  	United Kingdom	  	Beeologics, Inc.
					
	60220 IL 0000	  		  	246136	  	Israel	  	Beeologics, Inc.
					
	60220 IT 0000	  	3080147	  	148219769	  	Italy	  	Beeologics, Inc.
					
	60220 MX 0000	  		  	MXA2016007676	  	Mexico	  	Beeologics, Inc.
					
	60220 NZ 0000	  		  	720971	  	New Zealand	  	Beeologics, Inc.
					
	60220 RU 0000	  		  	2016127297	  	Russia	  	Beeologics, Inc.
					
	60220 TR 0000	  	3080147	  	148219769	  	Turkey	  	Beeologics, Inc.
					
	60220 UA 0000	  	119253	  	a201607437	  	Ukraine	  	Beeologics, Inc.













							
				
	60220 US 0002	  	15103685	  	United States	  	Beeologics, Inc.
				
	60220 ZA 0000	  	201603924	  	South Africa	  	Beeologics, Inc.
				
	61478 AR 0000	  	P160101266	  	Argentina	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 AU 0000	  	2016257871	  	Australia	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 BR 0000	  	BR1120170237547	  	Brazil	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 CA 0000	  	2984907	  	Canada	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 CL 0000	  	27892017	  	Chile	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 CN 0000	  	2016800377700	  	China	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 EP 0000	  	167899400	  	Europe	  	Monsanto Technology LLC Beeologics, Inc.

  

									
	 Docket Number
	  	 Patent Number
	  	 Application Number
	  	 Country
	  	 Assignee

					
	61478 IL 0000	  		  	255401	  	Israel	  	Monsanto Technology LLC Beeologics, Inc.
					
	61478 IN 0000	  		  	201717043079	  	India	  	Monsanto Technology LLC Beeologics, Inc.













							
				
	61478 MX 0000	  	MXA2017014215	  	Mexico	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 NZ 0000	  	737164	  	New Zealand	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 RU 0000	  	2017141541	  	Russia	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 UA 0000	  	A201711656	  	Ukraine	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 US 0001	  	15571697	  	United States	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 UY 0000	  	36666	  	Uruguay	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 WO 0000	  	PCTUS2016030579	  	WIPO	  	Monsanto Technology LLC Beeologics, Inc.
				
	61478 ZA 0000	  	201707436	  	South Africa	  	Monsanto Technology LLC Beeologics, Inc.
				
	CSM62697 
US01	  	17013330	  	United States	  	Monsanto Technology LLC












 Appendix C 

(Delivery Patents) 
 [***]. 











 Appendix D 

(Insect Control Know-how) 

[***]. 











 Appendix E 

(Insect Control Patents) 
 [***] 











 Appendix F 

(Reasonable Access to Bayer employees) 
  

											
	 Name of Bayer employee
	  	 Primary Expertise
	  	Bayer to allow
access to 
employee
through 
(date)	 	  	Total
availability
(hours)	 
	 [***]
	  	Field Trial Design and Delivery + Relationship with beekeepers	  	 	12/30/2020	 	  	 	40	 
	 [***]
	  	Entomology/bee biology + Historical knowledge of Beeologics experience + Relationship with beekeepers	  	 	6/30/2021	 	  	 	40	 
	 [***]
	  	Regulatory Studies and Submission dossier	  	 	3/31/2021	 	  	 	15	 
	 [***]
	  	Regulatory Strategy	  	 	3/31/2021	 	  	 	15	 
	 [***]
	  	Biostatistics	  	 	3/31/2021	 	  	 	15	 
		  		  				  	  
	  
	 
	 Total
	  		  				  	 	125