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
10.2
Second
Addendum to
Nicotinamide
Riboside Supply Agreement between
Thorne
Research, Inc. & ChromaDex, Inc.
Nicotinamide Riboside-Choline and/or Betaine
and/or Dimethylglycine Combination Product
|
Seller
|
ChromaDex,
Inc.
|
|
Buyer
|
Thorne
Research, Inc.
|
|
Effective
Date
|
September 14,
2016
|
|
Intent
of Second Addendum
|
1) To extend the Term of the
NIAGEN® SUPPLY AGREEMENT, dated July 9, 2013 (“Original
Agreement”) between the parties.
2) To amend in the entirety,
the Territory, the Exclusivity in the Territory, and the
Exclusivity Requirements in the Original Agreement and in the
Addendum to the Nicotinamide Riboside Supply Agreement, dated July
24, 2015 (“Addendum”).
|
|
Term
|
October
1, 2016 through December 31, 2018
|
|
Territory
and Exclusivity in the Territory (amended)
|
1) Thorne
retains exclusivity for stand-alone NR in the Licensed Health Care
Professionals Channel in the United States only.
2) Thorne
retains exclusive rights to the combination of Nicotinamide
Riboside (NR) with Choline and/or Betaine and/or DMG (all forms)
(“Combination Product”) in all channels, in the United
States and Canada, with right of first refusal for other
countries.
3) Thorne
obtains exclusive rights to the combination of Nicotinamide
Riboside (NR) and Exogenous Ketones, specifically the ketone ester
3-hydroxybutyl-3-hydroxybutyrate (“Combination
Product”) and derivatives thereof in all channels, in the
United States and Canada, with right of first refusal for other countries. For the purpose of this
license, “Exogenous Ketones” refers to
b-hydroxybutyrate (or derivatives thereof), which is (are)
converted to acetoacetate via b-hydroxybutyrate dehydrogenase,
with subsequent conversion to acetoacetyl CoA, and acetyl CoA for
the purpose of entering the tricarboxylic acid cycle (TCA) and
generating cellular energy (ATP) in humans or animals. This
Ketone Combination Product is also subject to the Channel of
Distribution, as defined in the Addendum, specifically paragraph 3
and the multi-vitamins exception.
|
-1-
|
|
4) The
exclusivity rights set forth in this section terminate upon the
termination of Thorne’s 3-hydroxybutyl-3-hydroxybutyrate
license with Ops Fuel.
5) Thorne’s
exclusive right to the combination of Nicotinamide Riboside (NR)
with Choline and/or Betaine and/or DMG (all forms), as well as its
right to Nicotinamide Riboside (NR) and Exogenous Ketones, shall extend to Amazon
international (Amazon.com Inc (AMZN.O)
6) For
avoidance of doubt, ChromaDex may sell into channels and/or
territories that could directly or indirectly compete with Thorne,
with product formulations that are outside those specified in this
Addendum.
7) ChromaDex
will not engage in negotiation with […***…]in
[…***…], and will do its best to ensure no other
ChromaDex customer engages with […***…], through the
end of […***…].
8) ChromaDex
will not engage in negotiation with […***…] for
[…***…], and will do its best to ensure no other
ChromaDex customers engage with […***…], through the
end of […***…].
9) ChromaDex
will not engage in negotiation with […***…] or
[…***…], and will not knowingly allow its customers to
engage with […***…]. Thorne understands
that ChromaDex does not have control over its customers, but that
ChromaDex will use reasonable efforts to prevent its customers from
engaging in negotiations with the […***…].
10) Other
Channels/Fields/Products may be excluded at any time at the sole
discretion of Seller upon written notice, unless the Parties have
previously agreed in writing that such channel/field/product may
not be excluded because Buyer has demonstrated established sales of
or other commitment to a specified
channel/field/product.
|
-2-
|
Exclusivity
Requirements (amended)
|
Exclusivity in the
Territory will be maintained if Buyer meets all the following
Exclusivity Requirements:
1) Product Launch
Requirements: Buyer shall launch a Combination Product by end of Q1
2017 to maintain exclusivity in the United States and
Canada
2) Clinical Study
Requirements: Buyer shall complete at least one human clinical
study with stand-alone NR or with a Combination Product by June 1,
2017
Ownership of all
intellectual property related to NR, excluding intellectual
property surrounding the NR-Ketone combination, will be transferred
to ChromaDex if above requirements are not met. On a confidential
basis, ChromaDex shall have access to all data and reports
generated from the Clinical Study.
3) Minimum Purchase
Requirements:
Q4 2016
= […***…]kg of
NIAGEN
Q1 2017
= […***…]kg NIAGEN*
Q2 2017
= […***…]kg NIAGEN
Q3 2017
= […***…]kg NIAGEN
Q4 2017
= […***…]kg NIAGEN
Q1 2018
= […***…]kg NIAGEN
Q2 2018
= […***…]kg NIAGEN
Q3 2018
= […***…]kg NIAGEN
Q4 2018
= […***…]kg NIAGEN
* Q1 of
FY2017 will be reduced to […***…]kg, which is a
$[…***…] savings in working capital, for the change of
the Territory for exclusivity rights for stand-alone NR from North
America to the United States in the Second Addendum.
For
each quarter, a binding purchase order with volume and ship date
will be provided by Buyer to Seller no less than 45 days prior to
the start of the next calendar quarter.
Seller
may terminate Exclusivity Rights, with written notice, if Seller
fails to meet the Exclusivity Requirements. Buyer shall have 30
days from written notice to cure.
|
|
Buyer
Obligations
|
1)
A minimum dose in single
entity form, of 100mg will be used in Buyer’s NR product(s)
(as expressed as “per serving” on label), to insure
alignment with human study data that is published before or during
the Term.
2) Patent
Marking. Buyer will ensure proper patent marking on all finished
product. All finished product shall be marked as follows:
“Patent: See www.ChromaDexPatents.com”.
|
-3-
The
terms and conditions of all other sections of the Original
Agreement and the Addendum shall remain unchanged and in full force
and effect.
This
Second Addendum may be executed in two or more counterparts, each
of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Facsimile,
Portable Document Format (PDF) or photocopied signatures of the
Parties will have the same legal validity as original
signatures.
IN
WITNESS WHEREOF, the Parties hereto have executed this Second
Addendum by their duly authorized representatives.
CHROMADEX,
INC.
THORNE RESEARCH, INC.
/s/ Troy
Rhonemus
/s/ Paul F. Jacobson
Name: Troy Rhonemus
Name: Paul F.
Jacobson
Title: COO
Title: Chief Executive
Officer
Date: 9/14/2016
Date: September 14,
2016
-4-