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 10.8
SECOND AMENDMENT TO THE LICENSE
AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND
CHROMADEX INC.
This second amendment (the “Second
Amendment”), dated
December 31st, 2015 (the “Effective
Date”), is made by and
between The Regents of the University of California
(“The Regents”), a California corporation having its
statewide administrative offices at 1111 Franklin Street,
12th
Floor, Oakland, California 94607-5200,
acting through the offices of The University of California, Irvine
located at 5171 California Ave, Suite 150 CA 92697-7700 and
ChromaDex
Inc.
(“Licensee”)
having a principal place of business at 10005 Muirlands Blvd, Suite
G, Irvine, CA 92618 and amends the license agreement with Licensee,
dated September 8, 2011 with UC Agreement Control
Number 2012-04-0120 (the
“License
Agreement”).
RECITALS
WHEREAS, the parties desire to
amend the diligence items of the License
Agreement;
NOW THEREFORE, in consideration
of the foregoing premises and the mutual promises, covenants, and
agreements hereinafter set forth, and notwithstanding any previous
provisions in the License Agreement, all parties to this Second
Amendment mutually agree to amend the License Agreement as
follows:
1.
Amend Paragraph 10.7 of the License
Agreement to reflect a new development schedule by replacing this
paragraph in its entirety with the following:
“10.7 The Licensee, its Affiliates
or Sublicensees will, or will cause a Third Party to develop a
Non-Pharmaceutical Licensed Product according to the following
development schedule:
10.7.1
Complete safety studies by December 31, 2015;
10.7.2
Complete efficacy studies no later than June 30, 2016;
10.7.3
Complete stability studies no later than June 30, 2016;
and
10.7.4
Complete a first commercial sale by December 31, 2016.
The
rights of The Regents detailed in Paragraph 10.4 and the rights of
the Licensee in Paragraph 10.5 of this Agreement also apply to the
diligence items in this Paragraph 10.7. Licensee will report to The
Regents completion of the above events within thirty (30) days of
their completion”
2. Amend Paragraph 6.2 of the License Agreement to update
milestone payment deadlines by replacing this paragraph in its
entirety with the following:
“6.2. For
each Non-Pharmaceutical Licensed Product reaching the milestones
indicated below, The Licensee must make the following milestone
payments to The Regents. All amounts due under this section shall
be paid within thirty (30) days of receipt of invoice from The
Regents. Milestone payments are due from Licensee irrespective of
whether the milestone listed below was reached by the Licensee
itself, a third party acting on Licensee’s behalf, or by a
Sublicensee or Affiliate.
i.
[…***…]
Dollars ($[…***…]) due upon completion of safety
studies.
ii.
[…***…]
Dollars ($[…***…]) due upon completion of efficacy
studies.
iii.
[…***…]
Dollars ($[…***…]) due upon completion of stability
studies.
iv.
[…***…]
Dollars ($[…***…]) due upon the first commercial
sale.
3.
All other terms and
conditions of the License Agreement remain the same.
This Second Amendment 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 have executed this First Amendment
by their duly authorized representatives for good and valuable
consideration.
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CHROMADEX,
INC.
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THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA
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By: /s/ Troy
Rhonemus
Name: Troy Rhonemus
Title: COO
Date: 1/5/2016
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By:/s/ Ronnie
Hanecak
Name: Ronnie Hanecak,
PhD
Title: Assistant Vice
Chancellor
Date: January 4, 2016
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***Confidential Treatment
Requested