Asset and Intellectual Property Exchange Agreement between Bioceres Crop Solutions Corp. and Arcadia Biosciences, Inc. (March 28, 2025)
Bioceres Crop Solutions Corp. and Arcadia Biosciences, Inc. have agreed to exchange certain agricultural intellectual property and assets. Bioceres will transfer rights to the Soy ANF trait and pay $750,000 to Arcadia, while Arcadia will transfer patents related to RG and OX wheat to Bioceres and cancel certain royalty and performance obligations. The agreement includes confidentiality provisions, warranties about ownership and authority, and allows for termination under specific conditions. The transaction is governed by New York law and is effective as of March 28, 2025.
Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ARCADIA BIOSCIENCES, INC. IF PUBLICLY DISCLOSED
AGREEMENT BETWEEN BIOCERES AND ARCADIA
This Agreement (the “Agreement”) is entered into as of March 28, 2025, by and between:
BIOCERES CROP SOLUTIONS, CORP., with its principal place of business located at Ocampo 210 bis, Rosario, 2000, Santa Fe, Argentina (“BIOCERES”), and
ARCADIA BIOSCIENCES, INC., with its principal place of business located at 5950 Sherry Lane, Suite 215, Dallas, Texas 75225 (“ARCADIA”).
WHEREAS, BIOCERES and ARCADIA wish to enter into a transaction where BIOCERES will transfer certain assets to ARCADIA, and ARCADIA will provide certain intellectual property rights and obligations in return;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:
BIOCERES agrees to transfer the following to ARCADIA:
In return for the transfer described in Section 1.1, ARCADIA agrees to provide the following to BIOCERES:
2.2.4 of the Master Transaction Agreement between the Bioceres and Arcadia, attached as Exhibit A. Arcadia has exclusivity licensed its relevant patents relating to RS durum wheat to Corteva, subject to the license rights granted to
Bioceres. This section addresses only royalties payable to Arcadia, not any future royalties that might or could be payable to Corteva.
$500,000 USD.
This Agreement shall be governed by and construed in accordance with the laws of New York, USA.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, related to the subject matter.
This Agreement may be amended only by written agreement signed by authorized representatives of both BIOCERES and ARCADIA.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
BIOCERES CROP SOLUTIONS, CORP.
By: /s/ Federico Trucco
Name: Federico Trucco
Title: CEO
Date: March 28, 2025
ARCADIA BIOSCIENCES, INC.
By: /s/ Thomas J. Schaefer
Name: Thomas J. Schaefer
Title: CEO
Date: March 28, 2025
Exhibit A
Master Transaction Agreement
DOCPROPERTY iManageFooter \* MERGEFORMAT #4666931v2
Schedule A
[***} Soybean Portfolio
[***]
DOCPROPERTY iManageFooter \* MERGEFORMAT #4666931v2
Schedule B
Oxidative Stability Wheat Portfolio
[***}
Reduced Gluten Wheat Portfolio
[***]
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