Attached files
***Text Omitted and Filed Separately
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4) and Rule 24b-2 of
the
Securities Act of 1934, as amended.
Exhibit 10.10
FIRST
AMENDMENT TO
CHROMADEX,
INC. - DARTMOUTH EXCLUSIVE LICENSE AGREEMENT
THIS
FIRSTAMENDMENT (“Amendment”) is effective as of
June 13, 2016, by and between the TRUSTEES OF DARTMOUTH COLLEGE, a
non-profit educational and research institution existing under the
laws of the State of New Hampshire (hereinafter
“Dartmouth”) and CHROMADEX INC. having its principal
place of business at 10005 Muirlands Blvd., Suite G, Irvine,
California 92618; hereinafter called Company. (hereinafter
“Company”).
WHEREAS, the parties previously entered
into an Exclusive License Agreement, dated May 16, 2014 (the
“Agreement”);
WHEREAS, the parties desire to amend
said Agreement as set forth herein;
NOW, THEREFORE, in consideration of the
premises and the covenants herein contained, the parties hereby
agree to amend the Agreement as follows:
1.
Section 5.01(d)
shall be deleted in its entirety and replaced with the
following:
(d) Company
shall pay the following percentages of any consideration received
from each sublicense (e.g., license issue fees, license maintenance
fees, lump sum payments in lieu of royalty payments, stocks, earned
royalty on sublicensee’s sales, etc.) received from each
sublicensee of Company for the grant of a sublicense determined by
the date of the sublicense and payable upon Company's receipt of
the consideration thereof:
i. Sublicense agreement executed before filing an IND
except as noted in ii below
[…***…]*%
ii. Sublicense agreements executed before filing an IND
in the field of Cockayne Syndrome and Muscular
myopathy […***…]%
iii.
Following the first dosing of a patient in a Phase I Clinical Trial
and prior to the first dosing of a patient in a Phase II Clinical
Trial […***…]%
iv. Following the first dosing
of a patient in a Phase II Clinical Trial and prior to the first
dosing of a patient in a Phase III Clinical Trial
[…***…]%
v. Following the first dosing
of a patient in a Phase III Clinical Trial and prior to the
issuance by the FDA (or foreign equivalent) of approval for
marketing of a Licensed Product
[…***…]%
vi. After the issuance by the
FDA (or foreign equivalent) of approval for marketing of a Licensed
Product […***…]%
***Confidential Treatment
Requested
If the
Company is required to enter into an agreement with a third party
to make, use or sell a Licensed Product, and such agreement
requires that the Company pay a share of sublicense income to such
third party, the percentages set forth in this section shall be
multiplied by the “Sublicense Share Adjustment” which
is calculated as follows: the Sublicense Share Adjustment equals
the fraction A% / (A%+B%), where “A%” equals the
unadjusted percentage of sublicense income payable to Dartmouth,
per the above schedule, and “B%” equals the unadjusted
total percentage of sublicense income payable to such third
parties. Notwithstanding the foregoing, under no circumstances
shall the sublicense share payable to Dartmouth be less than 50% of
the unadjusted share, and the Dartmouth earned royalty on the sale
of Licensed Product by a sublicensee shall not be less than
[…***…]% of the Net Sales.
All
other terms and conditions of the Agreement shall remain in full
force and effect.
This space left intentionally blank. Signatures follow on next
page.
***Confidential Treatment
Requested
IN WITNESS WHEREOF, the parties have
duly executed this Amendment in duplicate originals, by their
respective officers hereunto duly authorized, as of the date herein
written. As agreed by the undersigned, this Amendment may be
executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the
same instrument. Moreover, delivery of an executed counterpart of a
signature page to this Amendment by facsimile, scan or other means
of electronic image transmission and any printed record made
thereof shall be as effective as delivery of manually executed
counterpart of this Amendment.
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CHROMADEX,
INC.
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TRUSTEES
OF DARTMOUTH COLLEGE
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By: /s/ Tom Varvaro
Name:
Tom Varvaro
Title:
CFO
Date:
6/14/16
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By: /s/ Nila Bhakuni
Name: Nila
Bhakuni
Title:
Director, Technology Transfer
Date:
6/13/16
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