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ChromaDex Corp. – ‘10-Q’ for 4/2/16 – ‘EX-10.6’

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-10.6’ — Second Amendment to Niagen Supply Agreement

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

C: C: C:

Exhibit 10.6

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

SECOND AMENDMENT TO NIAGEN(R) SUPPLY AGREEMENT

THIS SECOND AMENDMENT is effective and binding as of the last date of signing of this Second Amendment (the “Effective Date of the Second Amendment”), by and between 5Linx Enterprises, Inc., with principal offices located at 275 Kenneth Drive, Rochester, NY 14623 (“Buyer”) and ChromaDex, Inc., with principals offices located at 10005 Muirlands Blvd., Suite G, Irvine, CA 92618 (“Seller”).

WHEREAS, Buyer and Seller (collectively “the Parties”) entered into a NIAGEN(R) Supply Agreement made effective as of January 1, 2014 (the “Supply Agreement”);

WHEREAS, Buyer and Seller (collectively “the Parties”) entered into an Addendum to the NIAGEN(R) Supply Agreement made effective as of June 26, 2014 (the “Addendum”);

WHEREAS, the Parties entered into a First Amendment to NIAGEN(R) Supply Agreement made effective as of March 31, 2015 (the “First Amendment”); and

WHEREAS, the Parties have determined that it is in their mutual interest to amend the Supply Agreement and the First Amendment in accordance with the terms of this Second Amendment;

NOW THEREFORE, in consideration of mutual premises and mutual agreements herein contained, the Parties hereto agree to amend the Supply Agreement and the First Amendment as follows:

1.	Add the following definitions:

“Excluded Products” means topical skincare or cosmetic products, foods or beverages, and any and all dietary supplements in the form of an energy shot, 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 pterostilbene, 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.”

“Excluded Field” means any and all channels, other than the MLM Channel as defined in Section 4. For purposes of clarification, Buyer shall be prohibited from selling Product outside the MLM Channel but shall be allowed to sell online as long as no marketing is done on radio and Television.”

2. Amend Section 2.2.2 of the Supply Agreement by replacing it in its entirety with the following:

“Year 2 through the term of the Agreement: Payment shall be made via wire to Seller within thirty (30) days of date of invoice Subject to a maximum outstanding credit balance of [*]. However until as such time as all past due balances are paid in full all the terms shall be prepaid. Company further reserves the right to change payment terms at any time (including, without limitation, requiring payment in advance or requiring Buyer to have issued an irrevocable letter of credit) if buyer is late in payments or in Company’s reasonable opinion, Buyer’s financial condition so warrants Failure to make prompt and full payment hereunder constitutes a material breach of the Agreement, may impact Seller’s exclusivity rights, and affords Seller the right to suspend its performance without liability to Buyer.”

3. Amend Section 3.1 of the Supply Agreement by replacing it in its entirety with the following:

“3.1 Seller shall supply Product to Buyer and Buyer shall market and sell the Combined Product into the Territory. Buyer shall not sell Excluded Products. Buyer shall not sell Combined Product in the Excluded Field.”

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

4.	Add Section 3.6 to the Supply Agreement.

“3.6 Patent Marking. During the Term, Buyer will ensure proper patent marking on all Combined Product. All Combined Product shall be marked as follows:

“Patent: See ChromaDexPatents.com”

5. Amend Section 4 of the Agreement to modify exclusivity for the Product for the Multi-Level Marketing (MLM) Business model other than as a melt as defined herein. Section 4 as amended shall be as follows:

“4. Minimum Purchase Requirements.

There will no longer be a Minimum Purchase Requirement and Buyer shall no longer enjoy Exclusivity except for the Exclusivity described herein. Exclusivity for use of the Product in a melt (melting or dissolvable tablet or delivery system) shall be granted for the Multi-Level Marketing (MLM) Channel in the Territory, The “Multi-Level Marketing Channel” is defined herein as the sale of products through a network of independent marketing representatives which does not include or utilize direct to consumer marketing on television or radio. However, Seller shall have the right to sell to other MLM’s under a different trade name other than NIAGEN(R). The Parties agree that the contracted price of the Product in the Agreement was negotiated in good faith and fairly reflects the risk facing the Parties over the length of the Agreement.”

6. Amend Section 4.2 of the First Amendment by replacing it in its entirety with the following:

“4.2 Year 2 and Year 3 – 2016 and 2017 (hereinafter, Year shall be calendar year): Buyer shall take or pay one million, five hundred and twenty thousand dollars ($1,520,000) of the Product, plus purchase four million dollars ($4,000,000) of the Product. The Buyer will provide quarterly POs with delivery dates for the Product at a price of [*] dollars per kilogram ($[*]/kg).” Buyer shall never be charged more than [*] dollars per kilogram ($[*]/kg) for the Product after Effective Date of the Second Amendment. Seller’s only remedy for default of this Section 4.2 shall be the right to terminate Buyer’s right to Exclusivity described in Section 4. Minimum Purchase Requirements.

7. Amend Section 9.2(i) of the Supply Agreement by replacing it in its entirety with the following:

“(i) any Party in the event that the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following notice thereof from the non-breaching party in writing;”

8. Amend Section 17 of the Supply Agreement by replacing in its entirety with the following:

“The rights and obligations of Buyer under this Agreement shall be assignable without the prior consent of Seller if the assignment is to an affiliate or subsidiary of Buyer. Except for the exception in the previous sentence, the rights and obligations of Buyer under this Agreement shall not be assignable without the prior written consent of Seller. This Agreement shall not be modified, altered or amended in any respect expect by a writing signed by the parties. Any variation, modification or addition to the terms set forth in this Agreement shall be considered a material modification and shall not be considered part of this Agreement.

9. Except as specifically changed, altered, amended or restructured by this Second Amendment, all terms and provisions of the Supply Agreement, Addendum, and First Amendment shall remain unchanged and unaffected and in full force and effect.

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

10. In addition to this Second Amendment, the Parties wish to settle any potential dispute as to any amounts currently due to Seller from Buyer. In consideration for Seller releasing any and all claims it may presently have against Buyer, Buyer agrees to pay Seller [*] dollars and [*] cent ($[*]) (“Settlement Amount”) in [*] monthly installments of [*] dollars ($[*]) per month (“Monthly Payment”) with the first payment being made on the first of April (April 1, 2016). Buyer shall have fifteen (15) business days from the first day of each month to make the Monthly Payment. When the remaining balance of the Settlement Amount is equal to or less than [*] dollars and [*] cent ($[*]), Buyer shall have forty five (45) days to deliver to Seller the full amount of the remaining Settlement Amount (“Final Payment”).

If any payment is not made on time for clarity, this is a material breach of the Agreement.

11. Delivery of an executed counterpart of a signature page to this Second Amendment by email shall be effective as delivered of a manually executed counterpart of this Second Amendment.

IN WITHNESS WHEREOF, the Parties hereto have duly executed by their authorized representatives this Second Amendment to the NIAGEN(R) Supply Agreement.

CHROMADEX, INC.

By: /s/ Thomas Varvaro

Name: Thomas Varvaro

Title: CFO

Date: 3/3/2016

ELYSIUM HEALTH, INC.

By: /s/ Jason Guck

Name: Jason Guck

Title: EVP

Date: 3/3/2016

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
	4/1/16
	3/31/15
	6/26/14
	1/1/14
		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-10.6’

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 5/8/24 for 3/31/24

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

‘EX-10.6’ — Second Amendment to Niagen 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