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ChromaDex Corp. – ‘10-Q’ for 4/2/16 – ‘EX-10.3’

On: Thursday, 5/12/16, at 6:21am ET · For: 4/2/16 · Accession #: 1415889-16-5829 · File #: 1-37752

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/12/16  ChromaDex Corp.                   10-Q        4/02/16   67:3.6M                                   SEC Connect

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    397K 
 2: EX-10.1     Supply Agreement                                    HTML     67K 
 3: EX-10.2     Supply Agreement                                    HTML     62K 
 4: EX-10.3     Amendment to Supply Agreement                       HTML     39K 
 5: EX-10.4     Addendum to the Niagen Supply Agreement             HTML     25K 
 6: EX-10.5     First Amendment to Niagen Supply Agreement          HTML     26K 
 7: EX-10.6     Second Amendment to Niagen Supply Agreement         HTML     35K 
 8: EX-31.1     Certification of the Chief Executive Officer        HTML     24K 
                Pursuant to 240.13A14 or 240.15D14 of the                        
                Securities Exchange Act of 1934, as Amended                      
 9: EX-31.2     Certification of the Chief Financial Officer        HTML     24K 
                Pursuant to 240.13A14 or 240.15D14 of the                        
                Securities Exchange Act of 1934, as Amended                      
10: EX-32.1     Certification Pursuant to 18 U.S.C. Section 1350    HTML     21K 
                (As Adopted Pursuant to Section 906 of the                       
                Sarbanesoxley Act of 2002)                                       
17: R1          Document and Entity Information                     HTML     45K 
18: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML     94K 
19: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     33K 
                (Parenthetical)                                                  
20: R4          Condensed Consolidated Statements of Operations     HTML     73K 
                (Unaudited)                                                      
21: R5          Condensed Consolidated Statement of Stockholders'   HTML     56K 
                Equity (Unaudited)                                               
22: R6          Condensed Consolidated Statement of Stockholders'   HTML     22K 
                Equity (Parenthetical)                                           
23: R7          Condensed Consolidated Statements of Cash Flows     HTML    108K 
                (Unaudited)                                                      
24: R8          Interim Financial Statements                        HTML     24K 
25: R9          Nature of Business and Liquidity                    HTML     25K 
26: R10         Significant Accounting Policies                     HTML     27K 
27: R11         Reverse Stock Split                                 HTML     21K 
28: R12         Earnings Per Share Applicable to Common             HTML     37K 
                Stockholders                                                     
29: R13         Leasehold Improvements and Equipment                HTML     27K 
30: R14         Loan Payable                                        HTML     26K 
31: R15         Share-Based Compensation                            HTML     32K 
32: R16         Stock Issuance                                      HTML     29K 
33: R17         Warrants                                            HTML     32K 
34: R18         Business Segments                                   HTML     86K 
35: R19         Related-Party Transactions                          HTML     28K 
36: R20         Commitments and Contingencies                       HTML     25K 
37: R21         Significant Accounting Policies (Policy)            HTML     30K 
38: R22         Significant Accounting Policies (Tables)            HTML     24K 
39: R23         Earnings Per Share Applicable to Common             HTML     36K 
                Stockholders (Tables)                                            
40: R24         Leasehold Improvements and Equipment (Tables)       HTML     26K 
41: R25         Loan Payable (Tables)                               HTML     24K 
42: R26         Share-Based Compensation (Tables)                   HTML     29K 
43: R27         Stock Issuance (Tables)                             HTML     23K 
44: R28         Warrants (Tables)                                   HTML     32K 
45: R29         Business Segments (Tables)                          HTML     77K 
46: R30         Nature of Business and Liquidity (Details           HTML     29K 
                Narrative)                                                       
47: R31         Significant Accounting Policies (Details)           HTML     32K 
48: R32         Reverse Stock Split (Details Narrative)             HTML     24K 
49: R33         Earnings Per Share Applicable to Common             HTML     56K 
                Stockholders (Details)                                           
50: R34         Earnings Per Share Applicable to Common             HTML     22K 
                Stockholders (Details) (Details Narrative)                       
51: R35         Leasehold Improvements and Equipment (Details)      HTML     40K 
52: R36         Leasehold Improvements and Equipment (Details       HTML     22K 
                Narrative)                                                       
53: R37         Loan Payable - Loan payable (Details)               HTML     39K 
54: R38         Loan Payable (Details Narrative)                    HTML     22K 
55: R39         Share-Based Compensation - (Details)                HTML     60K 
56: R40         Share-Based Compensation (Details Narrative)        HTML     26K 
57: R41         Stock Issuance (Details)                            HTML     32K 
58: R42         Stock Issuance (Details Narrative))                 HTML     37K 
59: R43         Warrants (Details)                                  HTML     48K 
60: R44         Warrants (Details Narrative)                        HTML     23K 
61: R45         Business Segments (Details)                         HTML     64K 
62: R46         Business Segments (Details Narrative)               HTML     24K 
63: R47         Related-Party Transactions (Details Narrative)      HTML     29K 
64: R48         Commitments and Contingencies (Details Narrative)   HTML     30K 
66: XML         IDEA XML File -- Filing Summary                      XML    109K 
65: EXCEL       IDEA Workbook of Financial Reports                  XLSX     46K 
11: EX-101.INS  XBRL Instance -- cdxc-20160402                       XML    568K 
13: EX-101.CAL  XBRL Calculations -- cdxc-20160402_cal               XML    122K 
14: EX-101.DEF  XBRL Definitions -- cdxc-20160402_def                XML    157K 
15: EX-101.LAB  XBRL Labels -- cdxc-20160402_lab                     XML    595K 
16: EX-101.PRE  XBRL Presentations -- cdxc-20160402_pre              XML    421K 
12: EX-101.SCH  XBRL Schema -- cdxc-20160402                         XSD    117K 
67: ZIP         XBRL Zipped Folder -- 0001415889-16-005829-xbrl      Zip     64K

‘EX-10.3’ — Amendment to Supply Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C: C:

Exhibit 10.3

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

AMENDMENT TO SUPPLY AGREEMENT

THIS AMENDMENT is entered into this 19th day of February, 2016 (the “Effective Date” of the Amendment), by and between ChromaDex, Inc., a corporation duly organized and existing under the laws of California, having its principal place of business at 10005 Muirlands Blvd, Suite G, Irvine, CA 92618 (hereinafter referred to as “ChromaDex”) and Elysium Health, Inc, a Delaware corporation, with principal offices located at 594 Broadway Suite 707, New York, NY 10012 (hereinafter referred to as “Elysium Health,” and collectively with ChromaDex, the “Parties,” and each, a “Party”).

WHEREAS, ChromaDex and Elysium Health (the successor in interest Elysium Health LLC) are parties to a Supply Agreement, with an Effective Date of February 3, 2014 pursuant to which ChromaDex supplies NIAGEN(R) to Elysium Health (the “NIAGEN(R) Agreement”);

WHEREAS, the Parties are parties to a Supply Agreement, with an Effective Date of June 26, 2014 pursuant to which ChromaDex supplies pTeroPure(R) (as defined below) to Elysium Health (the “pTeroPure(R) Agreement”);

WHEREAS, the Parties have determined that it is in their mutual interest to amend the NIAGEN(R) Agreement in accordance with the terms of this Amendment, including, to grant Elysium Health certain exclusivity rights as set forth herein;

NOW THEREFORE, in consideration of mutual premises and mutual agreements herein contained, the Parties hereto agree to amend the NIAGEN(R) Agreement as follows:

1. Amend Section 1.5 to added additional Excluded Products. The amended Section 1.5 in its entirety states:

“1.5 “Excluded Products” means topical skincare or cosmetic products, foods or beverages, and any and all dietary supplements in the form of an energy shot or a melt (melting or dissolvable tablet or delivery system), the combination of NIAGEN(R) with Choline and/or Betaine and/or DMG (all forms), unless it is a multi-vitamin, the combination of NIAGEN(R) with collagen, nano NIAGEN(R), and Finished Products with “methyl donor” claims. Additional products, may be added to this definition of Excluded Products at any time at the sole discretion of Seller upon written notice, unless the Parties have previously agreed in writing that such product may not be excluded because Buyer has demonstrated established sales of or other commitment to a similar product or product format. Notwithstanding the foregoing, in no event shall the definition of Excluded Products be altered to hinder, impair or prevent Buyer from selling dietary supplement products in tablet or capsule form for which it has been granted exclusivity hereunder.”

2.	Add Section 1.16 which states:

““pTeroPure(R)” shall mean the novel and proprietary ingredient, Pterostilbene.”

3. Amend Section 3.4 to include language pertaining to Seller’s ability to modify credit terms. The amended Section 3.4 in its entirety states:

“3.4 Payments. Elysium Health shall pay ChromaDex within thirty (30) days from the date of the applicable invoice by ChromaDex to Elysium Health for all NIAGEN(R) purchased hereunder; provided, however, ChromaDex reserves the right to modify such credit terms in its commercially reasonable discretion. Elysium Health shall make all payments under the Agreement to ChromaDex in United States dollars to ChromaDex’s account in a financial institution located in the United States.”

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

4. Amend Section 3.11 by deleting it and replacing it in its entirety with the following:

“3.11 Minimum Purchase Commitments. In each of the calendar years set forth in Sections 3.11.1 and 3.11.2 below, Elysium Health will purchase the corresponding minimum quantity of NIAGEN(R) and/or pTeroPure(R) set forth below (and, for the avoidance of doubt, all purchases during the applicable calendar year of NIAGEN(R) under the NIAGEN(R) Agreement and of pTeroPure(R) under the pTeroPure(R) Agreement shall be counted to determine whether the applicable minimum quantities have been purchased):

3.11.1

(a)

2016:

the lesser of (i) [*]kg at the then-current price, or (ii) $[*], take or pay;

(b)

2017:

the lesser of (i) [*]kg at the then-current price, or (ii) $[*], take or pay;

(c)

2018:

the lesser of (i) [*]kg at the then-current price, or (ii) $[*] take or pay;

(d)

2019 and every year thereafter shall be negotiated in good faith within 90 days prior to the end of the previous calendar year.

If Elysium Heath fails to meet the applicable minimum purchase commitment set forth in this Section 3.11.1 in a calendar year, Elysium Health may, within 90 days of the end of the applicable calendar year, purchase the difference between the actual amount of NIAGEN(R) and pTeroPure(R) purchased by it during the applicable calendar year and the applicable minimum purchase requirement set forth above in this Section 3.11.1. If Elysium Heath fails to meet the minimum purchase requirement set forth above in this Section 3.11.1, and Elysium Health does not purchase the difference as aforesaid, the Parties will use commercially reasonable efforts to negotiate in good faith revised minimum purchase commitments for the following calendar year. If the Parties do not agree upon such minimum purchase commitments within 120 days of the end of the applicable calendar year, ChromaDex, at its sole option and discretion, and upon written notice to Elysium Health, has the right to terminate this Agreement.

3.11.2

(a)

2016:

the lesser of (i) [*]kg at the then-current price, or (ii) $[*];

(b)

2017:

the lesser of (i) [*]kg at the then-current price, or (ii) $[*];

(c)

2018:

the lesser of (i) [*]kg at the then-current price, or (ii) $[*];

(d)

2019 and every year thereafter shall be negotiated in good faith within 90 days prior to the end of the previous calendar year.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

If Elysium Heath fails to meet the applicable minimum purchase requirement set forth in this Section 3.11.2 in a calendar year, Elysium Health may, within 90 days of the end of the applicable calendar year, purchase the difference between the actual amount of NIAGEN(R) and pTeroPure(R) purchased by it with respect to the applicable calendar year (including any additional purchases by Elysium Health under Section 3.11.1) and the applicable minimum purchase requirement set forth above in this Section 3.11.2. If Elysium Heath fails to meet the minimum purchase requirement set forth above in this Section 3.11.2, and Elysium Health does not purchase the difference as aforesaid, ChromaDex, at its sole option and discretion, and upon written notice to Elysium Health, has the right to terminate Section 3.11.3.

3.11.3 During the Term, ChromaDex shall not, directly or indirectly, sell, transfer or otherwise provide to any Third Party, or license or otherwise enable any Third Party to make, any products containing both Niagen and pTeroPure(R) (or any ingredients that are substantially similar thereto) in combination, whether in the same delivery mechanism (including tablet, capsule, melt or liquid form) or packaging or in separate form or packaging but marketed together (collectively a “Combined Product”). To the extent not prohibited by applicable law, ChromaDex shall restrict (through contracts and/or purchase orders, marketing literature, shipping documents, or similar documents used when a supply, distribution or similar agreement is not in place) its customers and distributors and require similar restrictions throughout the supply chain, from selling any Combined Product. ChromaDex shall use its best efforts to enforce such restrictions, including by (i) notifying such customer or distributor in writing of such alleged violation, (ii) conducting an investigation of such alleged violation reasonably appropriate under the circumstances, and (iii) suspending shipments of the applicable ingredients to a customer or distributor if ChromaDex becomes aware that such customer or distributor is selling such Combined Product.

5. Except as changed, altered, amended or restructured by this Amendment, all terms and provisions of the NIAGEN(R) Agreement shall remain unchanged and unaffected and in full force and effect. For the avoidance of doubt, the pTeroPure(R) Agreement shall remain unchanged and unaffected and in full force and effect.

6. This 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.

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives for good and valuable consideration.

CHROMADEX, INC.

By: /s/ Troy Rhonemus

Name: Troy Rhonemus

Title: COO

Date: 2/19/2016

ELYSIUM HEALTH, INC.

By: /s/ Daniel Alminana

Name: Daniel Alminana

Title: Chief Operating Officer

Date: 2/19/2016

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/12/16
For Period end:	4/2/16	10-Q/A
	6/26/14
	2/3/14
		List all Filings

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Filing Submission 0001415889-16-005829 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

ChromaDex Corp. – ‘10-Q’ for 4/2/16 – ‘EX-10.3’

On: Thursday, 5/12/16, at 6:21am ET · For: 4/2/16 · Accession #: 1415889-16-5829 · File #: 1-37752

Previous ‘10-Q’: ‘10-Q’ on 11/12/15 for 10/3/15 · Next: ‘10-Q’ on 8/11/16 for 7/2/16 · Latest: ‘10-Q’ on 11/8/23 for 9/30/23

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.3’ — Amendment to Supply Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents