ChromaDex Corp. - FORM 10-Q - EX-10.5 - MATERIAL CONTRACTS - November 10, 2016

Attached files

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EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ChromaDex Corp.ex32-1.htm
EX-10.8 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-8.htm
EX-10.6 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-6.htm
EX-10.10 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-10.htm
EX-10.9 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-9.htm
EX-10.7 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-7.htm
EX-10.4 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-4.htm
EX-10.3 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-3.htm
EX-10.2 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-2.htm
EX-10.1 - MATERIAL CONTRACTS - ChromaDex Corp.ex10-1.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 - ChromaDex Corp.ex31-2.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 - ChromaDex Corp.ex31-1.htm
10-Q - FORM 10-Q - ChromaDex Corp.cdxc10qhtm.htm
 
Exhibit 10.5
AMENDMENT #1 TO EXCLUSIVE LICENSE AGREEMENT
This Amendment #1 (“First Amendment”) is made and entered into on December 15, 2015 (“First Amendment Effective Date”) by and between The Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, having its principal offices at One Brookings Drive, St. Louis, Missouri 63130 (hereinafter referred to as “WU”) and Chromadex, Inc., a corporation of the State of California, having a place of business at 10005 Muirlands Blvd., Suite G, Irvine, CA 92618 (hereinafter referred to as “Licensee”), each a “Party” or collectively the “Parties” of this Agreement.
WHEREAS, WU and Licensee entered into an Exclusive License Agreement (WU Contract No. 004446-011) on March 4, 2013 (“ELA”);
WHEREAS, certain information in the ELA was designated “TBD” in the “Milestone and Payments” table on page 1 and in the Exhibit F “Diligence Milestones” table;
NOW THEREFORE, in consideration of the foregoing and the agreements below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. 
The Milestones and Payments table in the Preamble on page 1 is replaced in its entirety with the following:
Market
Milestone
Approximate
Timing
Payment
Field 1 (dietary supplement, sports nutrition, functional foods, skin care/cosmetic)
Commercial-scale production
12 months
$2K
Cumulative sales >3kg
18 months
$5K
$200K cumulative sales
24 months
$10K
$1M cumulative sales
36 months
$15K
Field 2 (food/beverage with FDA approval)
Cumulative sales >3kg
36 months
$5K
Cumulative sales >20kg
48 months
$10K
Field 3 (consumer foods)
Cumulative sales >3kg
24 months
$5K
$100K cumulative sales
36 months
$10K
$500K cumulative sales
48 months
$15K
Field 4 (research reagents)
$5K cumulative sales
24 months
$500
$10K cumulative sales
36 months
$1k
Field 5 (pharmaceutical)
IND application filed for neurological disease
EOY 2018
$20K
Phase 1 initiation
EOY 2019
$20K
Phase 2 initiation
EOY 2020
$25K
Phase 3 initiation
EOY 2021
$50K
NDA approval
EOY 2024
$100K
First commercial sale
EOY 2024
$250K
 
 
 
 
2. 
The Diligence Milestones table in Exhibit F is replaced in its entirety with the following:
Market
Milestone
Timing
Field 1 (dietary supplement, sports nutrition, functional foods, skin care/cosmetic)
Commercial-scale production
12 months
Cumulative sales >3kg
18 months
$200K cumulative sales
24 months
$1M cumulative sales
36 months
Field 2 (food/beverage with FDA approval)
Cumulative sales >3kg
36 months
Cumulative sales >20kg
48 months
Field 3 (consumer foods)
Cumulative sales >3kg
24 months
$100K cumulative sales
36 months
$500K cumulative sales
48 months
Field 4 (research reagents)
$5K cumulative sales
24 months
$10K cumulative sales
36 months
Field 5 (pharmaceutical)
IND application filed for neurological disease
EOY 2018
Phase 1 initiation
EOY 2019
Phase 2 initiation
EOY 2020
Phase 3 initiation
EOY 2021
NDA approval
EOY 2024
First commercial sale
EOY 2024
 
The Parties hereby agree to amend the terms of the ELA as provided above, effective as of the First Amendment Effective Date. Where the ELA is not explicitly amended, the terms of the ELA will remain in force. Definitions used in this First Amendment that are not otherwise defined herein shall have the meanings such terms are given in the ELA.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Amendment by affixing their signatures below on the date(s) indicated:
 
 Chromadex, Inc. 
 Washington University
 
 
 By: /s/ Troy Rhonemus
 Name: Troy Rhonemus 
 Title: COO 
 Date: 1/2/2016
 By: /s/ Nichole Mercier
 Name: Nichole Mercier, Ph.D.
 Title: Interim Director, OTM
 Date: 12.21.15
 
 
 
 

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