Filed by Bowne Pure Compliance





Exhibit 10.9




LICENSING AGREEMENT

NUTRACEUTICAL STANDARDS




THIS AGREEMENT is made and entered into by and between The University of Mississippi, an
education and research institution chartered under the laws of the State of Mississippi, with
a principal address at University, Mississippi 38677 (“UNIVERSITY”) and ChromaDex, Inc. an
incorporated company with a principal address at 8 Garzoni Aisle, Irvine California, 92606
(“CHROMADEX”).



RECITALS




1. UNIVERSITY leads a program of natural products discovery, development and
commercialization, and its National Center for Natural Products Research is the nation’s only
university-based research center dedicated to an integrated program of discovering,
developing and commercializing new pharmaceuticals and agrochemicals derived from natural
sources.



2. UNIVERSITY has developed and owns rights to Know-how, data, methods of analysis, trade
secrets, technology, skill, and experience relating to the scientific investigation, extraction,
purification of chemical constituents, analysis and development of reference standards from a wide
variety of natural product sources which, to the extent not disclosed in issued patents, are
confidential and proprietary.



3. CHROMADEX is a company engaged in the development, marketing and selling of reference
standards for the Nutraceutical market and the identification and isolation of the constituents
thereof and methodologies related thereto, and is interested in obtaining from UNIVERSITY an
exclusive license to the Technology herein defined in the USA and foreign countries.



 


 









 





NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
agreements of the parties contained in this Agreement, the parties agree as follows:



ARTICLE I

DEFINITIONS




As used in this Agreement, the following terms will have those meanings set forth in this
Article unless the context dictates otherwise:




1.01
“Effective Date of this Agreement” means December 31, 1999.



1.02 “Technology” means any and all information, and all patentable and
non-patentable inventions, discoveries, improvements, claims, formulae, trade secrets, processes,
methods, data and Know-how developed, conceived, first reduced to practice or demonstrated to have
utility by or on behalf of UNIVERSITY on the compounds specified in the Research Project as
detailed in Appendix A that relates to the extraction, isolation and purification of chemical
constituents for use as reference standards and for the further purification or characterization of
reference standards acquired from other sources. “Methods Technology” means all methods, processes
and related data and Know-how included in the Technology, and “Products Technology” means all
reference standards developed included in the Technology. Excluded from Technology are any and all
information, and all patentable and non-patentable inventions, discoveries, improvements, claims,
formulae, trade secrets, processes, methods, data and Know-how developed, conceived, first reduced
to practice or demonstrated to have utility by or on behalf of UNIVERSITY on the compounds
specified in the Research Project as detailed in Appendix A that relates to the research and
development of new pharmaceutical or agrochemical ingredients or products.



1.03 “Affiliate” means any corporation, company, partnership, joint venture or
other entity that controls, is controlled by or is under common control with CHROMADEX. For the
purposes of this definition, “control” means the direct or indirect ownership of at least fifty
percent (50%), or such lesser amount that is the maximum percentage allowed by applicable law, of
the shares entitled to vote or of the ownership Interest.



1.04 “Field of Use” means the use of the Methods Technology for the
identification, isolation and purification of chemical constituents for use as reference
standards, and the commercialization thereof; and the development, manufacture, marketing and
other commercialization of the Products Technology.


 


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1.05 “Territory” means the entire world.



1.06 “Reference Standard” means any material sold for the purposes of providing a
material in a purified or semi-purified form for use in analytical testing of materials from
other sources.



1.07 “Licensed Standard” means any Reference Standard or part thereof originating
directly from the conduct of the Research Project as detailed in Appendix A that (a) uses in
whole or in part any information covered in the UNIVERSITY Know-how or any issued, unexpired
claim or pending claim contained in the patent rights in the country in which any such
standard or part thereof is made, used or sold; or (b) is covered in whole or in part or is
manufactured using a process or is employed to practice a process covered in the UNIVERSITY
Know-how or any issued, unexpired claim or pending claim contained in the Patent Rights in
the country in which any such Reference Standard or part thereof is made, used or sold.



1.08 “Gross Sales” means the gross receipts from the sale of Licensed Standards by
CHROMADEX, and its Affiliates, less allowances for:




	 	(a)	 	any cash, trade or quantity discounts;
	 
	 	(b)	 	sales taxes, duties or similar taxes or levies;
	 
	 	(c)	 	returns and replacements.





Licensed Standards will be considered “sold” when billed out or invoiced.



1.09 “Net Profits” shall be determined on a quarterly basis as follows: Net
Profits shall equal the gross revenues of CHROMADEX for such fiscal quarter less all costs and
expenses directly associated with the generation of revenue; provided, however, that depreciation
and amortization shall not be a deduction, and capital expenditures, debt service payments of
principal and interest and tax payments shall be deductions in calculating Net Profits for such
quarter.



1.10 “Know-how” means all existing information, materials and devices, whether or
not patented or patentable, pertaining to the claims that describe the Technology and any related
patent rights that are owned or controlled by UNIVERSITY or its affiliates as of the date of this
Agreement and all of the above developed by UNIVERSITY and delivered by UNIVERSITY to CHROMADEX
during the term of the Research Project funded by CHROMADEX as detailed in Appendix A.


 


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1.11 “UNIVERSITY Personnel” means any University of Mississippi employee, student, or
independent contractor, including any consultant under obligation of confidentiality to UNIVERSITY.



1.12
“CHROMADEX Personnel” means any CHROMADEX employee or independent contractor,
including any consultant under obligation of confidentiality to CHROMADEX.



1.13 “Research Project” means the project conducted by UNIVERSITY under a grant from
CHROMADEX as detailed in Appendix A to develop specific botanical reference standards that is
incorporated herein by reference. The Research Project may be amended by mutual agreement in
writing by both parties. An amendment to the Research Project will be attached as an amendment to
this Agreement unless the scope of the Research Project has changed such that either party requests
a separate licensing agreement to cover the intellectual property that may result from the amended
research plan.



1.14 “Licensing Income” means payments made by CHROMADEX to UNIVERSITY in
consideration of the license rights granted by UNIVERSITY to CHROMADEX to make, have made, use and
sell Licensed Standards and Technology.



ARTICLE II

LICENSE




2.1 Grant. UNIVERSITY grants to CHROMADEX the exclusive right and license to
Technology originating from the Research Project in the Territory for the Field of Use, and to the
extent not prohibited by patents owned by third parties to make, have made, use and sell Licensed
Standards and Technology until the end of the Term of this Agreement (as hereinafter defined)
unless CHROMADEX’s rights under this Agreement are sooner terminated according to the terms hereof.


 


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2.2 Reservation. UNIVERSITY reserves the right to practice Methods Technology and
utilize Products Technology and Know-how for research and product development purposes outside the
Field of Use, UNIVERSITY reserves the right to practice Methods Technology and utilize Products
Technology and Know-how for its own research purposes.



2.3 Sublicenses. CHROMADEX will have the right to enter into sublicensing agreements
for the rights, privileges and licenses granted hereunder during the Term of this Agreement subject
to advanced written consent of the UNIVERSITY. Such written consent will not be unreasonably
withheld or delayed. CHROMADEX agrees that any sublicenses granted by it will provide that the
obligations to UNIVERSITY including Articles 4, 5, 6, 7, 8 and, 9 of this Agreement will be binding
upon the Sublicensee as if it were a party to this Agreement. CHROMADEX agrees to forward to
UNIVERSITY a full and complete copy of any and all sublicense agreements within ten (10) days of
execution by the parties, which UNIVERSITY will treat as Confidential Information. Upon any
termination of this Agreement, rights of any sublicensees will also terminate, subject to Paragraph
6.5 hereof.



2.4 Equity Position. CHROMADEX grants UNIVERSITY a two percent (2%) equity position in
CHROMADEX based on the capitalization of CHROMADEX as of the date hereof, as set forth in Appendix
B which is incorporated herein by reference. In any transaction under which CHROMADEX’ capital
stock is issued, CHROMADEX shall issue additional shares to UNIVERSITY at no cost, such that
UNIVERSITY’s capital stock shall be undiluted until CHROMADEX has issued capital stock at a
valuation of at least four million dollars ($4,000,000), but in any case UNIVERSITY’s capital stock
shall not be treated in a manner less favorable than the capital stock of the founders. UNIVERSITY
will accomplish vesting in the equity position by the completion of the specific milestone
activities agreed to by both parties as defined in Appendix B, which is incorporated herein by
reference. Should UNIVERSITY be unable to complete the milestones stipulated in Appendix B due to
the lack of availability of, or delay in providing the raw materials that are to be supplied by
CHROMADEX, then the parties will negotiate in good faith a modification of the milestone deadlines,
which they will then agree to in writing.


 


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2.5 Licensing Income. In addition to the Equity Position stipulated in Paragraph
2.4 hereof, CHROMADEX will pay UNIVERSITY on a quarterly basis
twenty-five (25) percent of the Net Profits of the company, including revenue generated by
CHROMADEX from business activities outside the sale of Licensed Standards and Technology, or two
(2) percent of the Gross Sales of the Licensed Standards and Technology whichever is greater, not
to exceed a total annual payment of $325,000 per 12-month period until the total of such payments
equals $487,500 and thereafter two (2) percent of the Gross Sales of the Licensed Standards. In
addition to the two (2) percent payment referred to above on CHROMADEX’ Gross Sales, UNIVERSITY
will be entitled to receive a “pass through royalty” (the “Pass Through Royalty”) of twenty (20)
percent of all license fees, milestone payments, maintenance fees, and royalties received by
CHROMADEX from sublicensees, but not in excess of two (2) percent of such sublicensees’ Gross
Sales, and specifically excluding any payment to UNIVERSITY with regard to consideration received
by CHROMADEX for research and development activities or the acquisition of securities of CHROMADEX.
Payments will be paid by CHROMADEX within forty-five (45) days of the close of each quarter to The
University of Mississippi, University, Mississippi 38677 or at such other places as UNIVERSITY may
reasonably designate.



ARTICLE III

TECHNOLOGY TRANSFER, PUBLICATIONS AND INVENTIONS




3.0 Cooperation. UNIVERSITY agrees to provide assistance to CHROMADEX in the transfer
of the methods, of preparing and analyzing the Licensed Standards and in presenting technical data
at conferences and trade shows. The UNIVERSITY agrees to make Dr. Ikhlas Khan of UNIVERSITY
available to CHROMADEX under the terms of a separate consulting agreement to be negotiated in good
faith by both parties. Termination of the consulting agreement or Dr. Khan’s departure from
UNIVERSITY is not a breach of this Agreement as described in Section 6.1.



3.1 Publications. UNIVERSITY will be free to publish or present any data generated on
the Technology prior to the signing of this agreement. Both parties recognize that either party may
wish to publish the results of its work under this Agreement. However, both parties recognize the
importance of acquiring patent protection on inventions. Consequently, any proposed publication
arising from work conducted under this Agreement by UNIVERSITY or CHROMADEX Personnel will comply
with this section. At least thirty (30) days before a manuscript is to be submitted to a publisher,
UNIVERSITY or CHROMADEX Personnel will provide the other party with a copy of the manuscript.


 


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If UNIVERSITY or CHROMADEX Personnel wish to make an oral presentation, they will provide the other
party with a copy of the abstract (if one is submitted) at least thirty (30) days before it is
submitted. UNIVERSITY or CHROMADEX Personnel will also provide the other party with a copy of the
text of the presentation, including all slides, posters, and any other visual aids, at least thirty
(30) days before the presentation is made. CHROMADEX or UNIVERSITY will review the manuscript,
abstract, or text to determine if patentable subject matter is disclosed. CHROMADEX or UNIVERSITY
will notify the party that desires to publish within twenty-one (21) days of receipt of the
proposed Publication if they determine that patentable subject matter is or may be disclosed, or if
they believe confidential or proprietary information is or may be disclosed. If it is determined by
CHROMADEX or UNIVERSITY that patent applications should be field, UNIVERSITY or CHROMADEX Personnel
will delay its publication or presentation for a period not to exceed ninety (90) days from
CHROMADEX’s or UNIVERSITY’s receipt of the proposed Publication to allow time for the filing of
patent applications covering patentable subject matter. In the event that the delay needed to
complete the filing of any necessary patent application will exceed the ninety (90) day period,
UNIVERSITY or CHROMADEX Personnel will discuss with the party that desires to publish the need for
obtaining an extension of the publication delay beyond the ninety (90) day period. The publication
delay will not exceed 120 days from the date that the proposed publication was first submitted to
CHROMADEX or UNIVERSITY for review, except that, by mutual agreement, as provided in this Section,
this delay may be extended past the 120 day period for purposes of filing patent applications. If
it is determined by CHROMADEX and UNIVERSITY that confidential or proprietary information is being
disclosed, the parties will consult among themselves in good faith to arrive at agreement on
mutually acceptable modifications to the proposed publication to avoid such disclosure.



3.2 Ownership of Inventions. It is recognized that inventions may be developed,
conceived, first reduced to practice or demonstrated to have utility during the conduct of or
arising from or resulting from the work conducted under the Research Plan. As a guide to allocation
of ownership of such inventions, whether patentable or unpatentable, the parties agree that:




	 	(a)	 	Inventions made solely by employees of CHROMADEX
(“CHROMADEX Inventions”) shall be owned by CHROMADEX.




 


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	 	(b)	 	Inventions made solely by employees of UNIVERSITY (“University
Inventions”) shall be owned by UNIVERSITY; and






	 	(c)	 	Inventions made jointly by UNIVERSITY personnel and CHROMADEX
personnel (“Joint Inventions”) will be jointly owned by UNIVERSITY and
CHROMADEX. All UNIVERSITY Inventions and Joint Inventions shall constitute
Technology hereunder licensed exclusively to CHROMADEX in accordance with the
terms of this Agreement





ARTICLE IV 

CONFIDENTIALITY




4.0
Confidentiality; Exceptions. Except to the extent expressly authorized by
this Agreement or as otherwise agreed to in writing, UNIVERSITY and CHROMADEX agree that any
technical information, data and Materials which they exchange in connection with this Agreement
will be treated as Confidential Information, and that each party will not use such Confidential
Information for its own purposes except as permitted hereunder, nor disclose it to others, except
to the extent that it can be established by the receiving party by competent proof that such
Confidential Information:



(a) was a part of the public domain at the time of its disclosure to the receiving
party; or



(b) became a part of the public domain after its disclosure to the receiving party, but not
due to some unauthorized act by or omission of such party; or



(c) was already known to the receiving party, other than under an obligation of
confidentiality at the time of disclosure by the other party, as evidenced by its written records;
or



(d) was disclosed to the receiving party, other than under an obligation of confidentiality,
by a third party who has the right to make such disclosure.


 


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Not withstanding the foregoing, each party may disclose the other’s Confidential Information
to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications,
prosecuting or defending litigation, complying with applicable governmental regulations or as
required by other applicable laws, provided that if a party is required to make any such disclosure
of the other party’s Confidential Information it will give reasonable advance notice to the other
party of such disclosure requirement and, except to the extent inappropriate in the case of patent
applications, will use its best efforts to secure confidential treatment of such Confidential
Information required to be disclosed.



4.1 Term. The confidentiality obligations under Section 4.0 will remain in effect
during the Term of this Agreement and for a period of five years thereafter.



ARTICLE V

WARRANTY; INDEMNIFICATION; PATENT INFORCEMENT




5.0 Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
UNIVERSITY OF MISSISSIPPI, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT
RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY
GIVEN BY THE UNIVERSITY OF MISSISSIPPI THAT THE PRACTICE BY CHROMADEX OF THE LICENSE GRANTED
HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL THE
UNIVERSITY OF MISSISSIPPI, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO
PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER THE UNIVERSITY OF MISSISSIPPI SHALL BE ADVISED,
SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY. UNIVERSITY WARRANTS THAT
IT HAS NOT RECEIVED WRITTEN NOTICE OF INFRINGEMENT OF THE PATENT RIGHTS OF ANY THIRD PARTY.


 


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5.1 Indemnification. CHROMADEX will defend, indemnify, and hold UNIVERSITY its
trustees, officers and employees and Affiliates harmless from and against any and all claims, suits
or demands for liability, damages, costs and expenses (including the costs and expenses of
attorneys and other professionals) resulting from personal injury, product liability or property
damage relating to or arising from the development, manufacture, use or sale of Licensed Standards
or Technology by CHROMADEX, its Affiliates or its sublicensees.



5.2 UNIVERSITY Representation by Attorney General. In the event that UNIVERSITY seeks
indemnification under Section 5.1, UNIVERSITY agrees to: (i) promptly inform CHROMADEX of any
claim, suit or demand threatened or filed, (ii) jointly cooperate in the defense of any litigation
or claims resulting there from, and (iii) cooperate as requested (at the expense of the
indemnifying party) in the defense of the claim. However, nothing in this Section would prohibit
the Office of the Attorney General of the State of Mississippi from providing legal representation
to UNIVERSITY.



5.3 Patent Enforcement. CHROMADEX and/or its sublicensees will have the first right to
institute patent infringement actions against third parties based on any applicable patent or
patent application licensed under this Agreement. If CHROMADEX does not institute an infringement
proceeding against an offending third party, UNIVERSITY will have the right, but not the duty, to
institute such an action. The costs and expenses of any such action (including fees of attorneys
and other professionals) will be borne by the party instituting the action, or if the parties elect
to cooperate in instituting and maintaining such action, such costs and expenses will be borne by
the parties in such proportions as they may agree in writing. Each party will execute all
necessary and proper documents and take such action as will be appropriate to allow the other party
to institute and prosecute such infringement actions. Any award paid by third parties as a result
of such an infringement action (whether by way or settlement or otherwise) will be paid to the
party who instituted and maintained such action, or, if both parties instituted and maintained such
action, such award will be allocated among the parties in proportion to their respective
contributions to the costs and expenses incurred in such action; except that if CHROMADEX
institutes and maintains such action such an award, after deducting CHROMADEX’s out-of-pocket
expenses for instituting and maintaining such an action, shall be considered Gross Sales for the
purposes of determining royalties due to UNIVERSITY pursuant to Paragraph 2.5.


 


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ARTICLE VI

TERM; TERMINATION




6.0 Term of Agreement. This Agreement will commence as of the Effective Date of this
Agreement and all rights licensed to CHROMADEX hereunder shall last for twenty (20) years or until
the last to expire patent which covers a Licensed Standard whichever is longer unless this
Agreement is terminated by UNIVERSITY according to Sections 6.1 or 6.2. This Agreement may be
extended by mutual agreement by both parties.



6.1 Termination by Breach. Either party may terminate this Agreement if the other
party materially breaches it. The party claiming a material breach will give 60 days written notice
of termination to the other party setting forth the alleged breach. If the party alleged to be
breaching the Agreement does not cure the breach within such 60-day period, then the non-breaching
party will have the right to terminate this Agreement by giving a second written notice to the
breaching party of such termination, and such termination will be effective upon receipt of the
second written notice. Any failure to cancel the Agreement or notify of any breach will not
constitute a waiver by the aggrieved party of the right to terminate the Agreement for any other
breach, whether or not similar.



6.2 Termination by UNIVERSITY. UNIVERSITY will have the right to terminate this
Agreement if CHROMADEX fails to pay any amount of the payments due and payable under the terms of
this Agreement. UNIVERSITY shall give written Notice of its decision to terminate this Agreement
specifying the failure. Unless CHROMADEX has remedied such failure thirty (30) days after receipt
of such Notice, this Agreement will be deemed to terminate as of the expiration of such thirty
(30) day period.



6.3 Termination by CHROMADEX. CHROMADEX will have the right to terminate this
Agreement at any time on six (6) months’ notice to UNIVERSITY, and upon payment of all amounts due
UNIVERSITY through the effective date of the termination. Such termination by CHROMADEX will not
affect the equity position of UNIVERSITY or Licensing Income owed UNIVERSITY by CHROMADEX or any
sublicensees on the sale of Licensed Standards.


 


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6.4 Payments After Termination. CHROMADEX will continue to pay UNIVERSITY all
Licensing Income due UNIVERSITY on the sale of Licensed Standards and Technology.




6.5 Surviving Rights.



(a) Any termination under this Agreement will not relieve CHROMADEX or UNIVERSITY of any
obligation or liability accrued hereunder prior to such termination, including specifically
UNIVERSITY’S right to indemnification set forth in Section 5.1, CHROMADEX’S right and license to
Licensed Standards, Technology, Patent Rights and Know How developed prior to the date of
termination, and CHROMADEX’S obligation to continue to pay UNIVERSITY Licensing Income with respect
thereto; nor rescind or give rise to any right to rescind anything done or any payments made or
other consideration given hereunder prior to the time of such termination and will not affect in
any manner any rights of either party arising out of this Agreement prior to such termination.



(b) Unless expressly provided to the contrary, the following provisions will survive the
termination of this Agreement: Sections 2.4, 2.5, 3.1, 4, 5, 6, 7, 8 and 9 as well as any other
provisions which by their intent or meaning are intended to have a validity beyond the termination
of this Agreement.



6.6 Rights of Sublicensees After Termination. Upon termination of this Agreement for
any reason, any sublicensee not then in default shall have the right to obtain a license from
UNIVERSITY on the same terms as specified in this Agreement and University agrees to grant such
licenses.



ARTICLE VII 

ACCOUNTING; AUDITING




7.0 Accounting. CHROMADEX will deliver to UNIVERSITY within forty-five (45) days
after the termination of each calendar quarter following the Effective Date of this Agreement, a
true and accurate report in writing setting forth the Gross Sales of Licensed Standards and
Technology, the Net Profits of CHROMADEX (until University has received payments pursuant to
Section 2.05 totally to $487,500), and the amount of Licensing Income due to UNIVERSITY with
respect to the previous calendar quarter by CHROMADEX. With each such report submitted, CHROMADEX
will pay to UNIVERSITY the payments due and payable under this Agreement. If no payments are due,
CHROMADEX will so report.


 


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7.1 Auditing. CHROMADEX will keep, and will cause its Affiliates and sublicensees
to keep, full, true and accurate books of account in accordance with current generally accepted
accounting procedures containing all particulars that may be necessary for the purpose of showing
the amounts payable to UNIVERSITY hereunder. Said books of account will be kept at CHROMADEX’s
principal place of business or the principal place of business of the appropriate division of
CHROMADEX to which this Agreement relates. Said books and the supporting data will be open at all
reasonable times and on reasonable notice twice each calendar year for two (2) years following the
end of the calendar year to which they pertain, to the inspection of UNIVERSITY or its agents for
the purpose of verifying CHROMADEX’s milestone payments or compliance with other respects of this
Agreement. Should such inspection lead to the discovery of a greater than five percent (5%)
discrepancy to UNIVERSITY’s detriment, CHROMADEX will pay the full cost of such inspection;
otherwise the cost will be borne by UNIVERSITY.



ARTICLE VIII

 RESOLUTION OF DISPUTES




8.0 Mandatory Mediation. If CHROMADEX and UNIVERSITY are unable to reach agreement
by negotiating in good faith concerning any matter under this Agreement, or if any other dispute
arises under this Agreement, the parties agree to attempt to resolve the dispute themselves, and if
they fail to do so, they agree that any dispute remaining hereunder will first be subject to a
mandatory mediation process to occur not more than ninety (90) days after determination that an
unresolved dispute has arisen, such mediation to be conducted in accordance with the commercial
mediation rules of the American Arbitration Association.



ARTICLE IX

MISCELLANEOUS




9.0 Force Majeure. Neither party to this Agreement shall be liable for or be in
breach of any provision hereof for any failure or delay on its part to perform any obligation
(other than the obligation to make payments when due and except for any obligations either party
may have in connection with the license rights granted pursuant to Section 1(d) above) under any
provision of this Agreement because of an event of “force majeure”, including, but not limited to,
any act of God, fire, flood, explosion, unusually severe weather, war, insurrection, riot,
sabotage, labor unrest, strikes or work stoppages or any other cause whatsoever, whether similar or
dissimilar to those enumerated herein, beyond any reasonable possibility of control of such party,
if and only if the party affected shall have used all reasonable efforts under the circumstances to
avoid such occurrence and to remedy it promptly if it shall have occurred.


 


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9.1 Agency/Partnership. Nothing in this Agreement is to be construed or interpreted as
creating an agency, joint venture, partnership, or similar relationship between UNIVERSITY,
UNIVERSITY Personnel, and CHROMADEX and in no case will UNIVERSITY Personnel be deemed to be
employees of CHROMADEX.



9.2 Public Announcements. Except as required by law, neither party will make any
public announcement or press release concerning this Agreement or the subject matter of this
Agreement without the prior written consent of the other party. Such written consent will not be
unreasonably withheld or delayed. In the event of a required public announcement or press release,
the party making such announcement will provide the other with a copy of the proposed text prior to
such announcement.



9.3 Use of Name. Neither party will have any right to use the name or other
designation of the other party for any purpose without the express written consent of such party,
as appropriate.



9.4 Binding Effect. This Agreement will not be binding upon the parties until it has
been signed below by or on behalf of each party, in which event it will be effective as of the
Effective Date of this Agreement.



9.5 Assignment. Except as provided below, neither this Agreement nor any right or
obligation arising hereunder may be assigned by either party, in
whole or in part, without the
prior written consent of the other party, provided that CHROMADEX, upon written notice to
UNIVERSITY, may assign this Agreement to a subsidiary or affiliate, or to the purchaser of
substantially all of its assets, or to another company with which CHROMADEX consolidates or is
merged. This Agreement will be binding upon any assignor and, subject to the restrictions on
assignment set forth in this Agreement will inure to the benefit of the successors and assigns of
each of the parties hereto.


 


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9.6 Amendment. This Agreement may not be amended, supplemented or otherwise modified
except by an instrument in writing signed by both parties.



9.7 Waiver. No provision of this Agreement will be waived by any act, omission or
knowledge of a party or its agents or employees, except by an instrument in writing expressly
waiving such provision and signed by the waiving party.



9.8 Severability. If any provision of this Agreement is or becomes or is deemed
invalid, illegal, or unenforceable in any jurisdiction, such provision will be deemed amended to
conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without
materially altering the intention of the parties, it will be stricken and the remainder of this
Agreement will remain in full force and effect.



9.9 Notices. Any payment, notice, or other communication required or permitted to be
made will be deemed given on the date personally delivered or mailed if sent to such party by hand
delivery, facsimile (receipt verified), overnight courier (receipt verified) or certified or
registered mail, postage prepaid, addressed to it at its address set forth below or to such other
address as it will designate by written notice to the other party as follows:




In the case of UNIVERSITY, to:




Walter G. Chambliss, Ph.D.

Associate Director

National Center for Natural Products Research

School of Pharmacy

The University of Mississippi

University, Mississippi 38677


 


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with a copy to:




Alice M. Clark, Ph.D.

Director

National Center for Natural Products Research

School of Pharmacy 

The University of Mississippi 
University, Mississippi 38677




In the case of CHROMADEX, to:




Frank Jaksch

CEO

ChromaDex, Incorporated

8 Garzone Aisle

Irvine, CA 92606




with a copy to:




Mark S. Germain

81 Main Street

White Plains, N.Y. 10601



9.10 Governing Law. This Agreement will be construed and the legal relations between
the parties determined in accordance with the law of the State of Mississippi. The parties hereby
irrevocably submit to the exclusive jurisdiction of any Mississippi State or Federal court sitting
in the State of Mississippi. The parties hereby irrevocably waive the defense of an inconvenient
forum to the maintenance of any such action or proceeding.



9.11 No Conflicts. Each of UNIVERSITY and CHROMADEX represent that they have executed
no agreement that is in conflict with this Agreement, and agree that no option or license will be
granted on any basis to any third party that is in conflict with this Agreement unless and until
this Agreement is terminated.


 


16









 





9.12 Entire Understanding. This Agreement embodies the entire understanding of the
parties and will supersede all previous communication, representations, or undertakings, either
verbal or written, between the parties relating to the subject matter of this Agreement.



9.13 Headings. The Article and Section headings contained in this Agreement are
inserted for convenience of reference only, and are not intended to be a part of or to affect the
meaning or interpretation of this Agreement.



9.14
Counterparts. This Agreement may be executed in two counterparts, either one of which
need not contain the signature of more than one party, but both such counterparts will constitute
the same agreement.



9.15 Due Authority. The persons executing this Agreement on behalf of UNIVERSITY and
CHROMADEX represent and warrant that they are duly authorized to legally bind UNIVERSITY and
CHROMADEX, respectively, to the terms and conditions of this Agreement.


 


17









 





IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed
by its legally authorized agent on the day and year indicated below.



THE UNIVERSITY OF MISSISSIPPI




	 	 	 	 	 
	/s/ Ronald F. Borne

	 	Date:
	 	8/14/00
	 
	 	 	 	 
	Ronald F. Borne
	 	 	 	 
	Interim Vice Chancellor for Research
	 
	 	 	 	 
	Acknowledged by:
	 	 	 	 
	 
	 	 	 	 
	/s/ Ikhlas Khan

	 	Date:
	 	8/11/00
	 
	 	 	 	 
	Ikhlas Khan
	 	 	 	 
	Research Assistant Professor, National Center for Natural Products Research
	 
	 	 	 	 
	/s/ Alice M. Clark

	 	Date:
	 	8/11/00
	 
	 	 	 	 
	Alice M. Clark
	 	 	 	 
	Director, National Center for Natural Products Research
	 
	 	 	 	 
	/s/ Robert D. Sindelar

	 	Date:
	 	8-17-00
	 
	 	 	 	 
	Robert D. Sindelar, Ph.D., Interim Dean, School of Pharmacy
	 
	 	 	 	 
	CHROMADEX
	 	 	 	 
	 
	 	 	 	 
	/s/ Frank Jaksch

	 	Date:
	 	8/22/00
	 
	 	 	 	 
	Frank Jaksch
	 	 	 	 
	CEO
	 	 	 	 






 


18









 





APPENDIX A




Research Grant



 


19









 





	 	 	 
	
	 	8 Garzoni Aisle

Irvine, CA 92606


Phone: (949)955-3912

Fax:      (949)955-3913

E-mail: chromadex@home.com







LETTER OF AWARD FROM CHROMADEX




	 	 	 
	Submitted to:
	 	University of Mississippi

	 	 	National Center for Natural Products Research

	 
	 	 

	Proposal Title:
	 	Isolation of Reference Compounds and Their Isolation Procedures

	 
	 	 

	Investigator:
	 	Dr. Ikhlas Khan

	 
	 	 

	Amount Requested:
	 	$525,000

	 
	 	 

	Award Payment Terms:
	 	 







6 Quarterly payments of $87,500



Award Payment Dates:




	 	1)	 	January 15, 2000
	 
	 	2)	 	April 15, 2000
	 
	 	3)	 	July 15, 2000
	 
	 	4)	 	October 15, 2000
	 
	 	5)	 	January 15, 2001
	 
	 	6)	 	April 15, 2001





Dear Dr. Khan,




We are pleased to announce the acceptance, of your research proposal. ChromaDex is committed to the
future of dietary supplement/natural product analysis and we believe that collaborations such as
this will help push the natural products industry to the next level.



We look forward to working with the university and yourself over the next few years.



	 	 	 	 	 
	/s/
Frank L. Jaksch Jr.

	 	12/7/99
	 	 
	 

	 	 	 	 
	Frank
L. Jaksch Jr.

	 	Date	 	 
	President and CEO
	 	 	 	 
	ChromaDex, Inc.
	 	 	 	 






 


 









 





A PROPOSAL

 FROM THE UNIVERSITY OF MISSISSIPPI




	 	 	 
	SUBMITTED TO:
	 	CHROMADEX

	 
	 	 

	PROPOSAL TITLE:
	 	Isolation of Reference Compounds and Their Isolation Procedure

	 
	 	 

	PRINCIPAL INVESTIGATOR(S)/DEPARTMENT(S):
	 
	 	 

	 	 	Dr. Ikhlas Khan

	 	 	Department of Pharmacognosy

	 	 	National Center for Natural Products Research

	 
	 	 

	AMOUNT REQUESTED:
	 	$525,000

	 
	 	 

	CONTACTS:
	 	 







	 	 	 
	For
Administrative Matters:
	 	For Fiscal Matters:
	 

	 	 
	Ronald F. Borne, Ph.D.

	 	Richard D. Douglas
	Interim Vice Chancellor for Research

	 	Chief Accountant
	125 Old Chemistry

	 	303 Martindale
	University, MS 38677

	 	University, MS 38677
	(662) 915-7482

	 	(662) 915-7045
	Fax (662) 915-7577
	 	 






SIGNATORIES:




Authorizing University Official:




	 	 	 	 	 
	/s/ Ikhlas Khan

	 	662-915-7821
	 	11/11/99
	 

	 	 
	 	 
	Principal Investigator(s)

	 	Telephone Number(s)
	 	Date
	 
	 	 	 	 
	/s/ Ronald F. Borne

	 	 	 	11/11/99
	 

	 	 	 	 
	Ronald F. Borne, Ph.D.

	 	 	 	Date
	Interim
Vice Chancellor for Research

	 	 	 	 






 


 









 





ISOLATION
OF REFERENCE COMPOUNDS AND THEIR ISOLATION PROCEDURE




RESEARCH PROPOSAL




The specific aims of the proposed research are:





	 	a.	 	To isolate and supply the reference compounds (~ 500 mg each) that can be
used as a marker for DIETARY SUPPLEMENTS/ NUTRACEUTICALS (see Table 1).






	 	b.	 	To confirm the structure of the isolated (marker) compounds by utilizing
physical and spectroscopic means.






	 	c.	 	To validate the isolation/ analytical procedure for the isolated major
(marker) compounds from each plant.






	 	d.	 	To confirm structure and purity of existing reference standards provided by
chromadex as needed





Plant Material/ Plant Extracts




The plant material/ crude extracts of the plants under investigation will be provided by CHROMADEX.



Isolation of Major (marker) Compounds




The initial separation of compounds will be obtained by using a sequence of solvent extraction and
solvent partition to separate extracts into fractions which differ in polarity. For alkaloidal
extraction, an acid-base partition procedure, as needed, will be utilized prior to further
separation. Further purification of the semi-pure fractions will be typically achieved by
large-scale column chromatography over silica gel (flash)/ alumina (A12O3),
or gel permeation on Sephadex LH-20, depending on the nature of the compounds to be separated. The
final purification as needed will be accomplished by Centrifugal Preparative Thin Layer
Chromatography (using a Chromatotron®) and /or C-18 or C-8 coated silica (reverse-phase mode)
columns. The purity of all the isolated compounds will be validated
by HPLC and NMR spectrometry.
The target purity for the standards will be 95% with a minimum acceptable purity of 85%. If the
standard is below the target purity of 95%, the quality testing or characterization method will be
very specific in establishing precise purity as well as identifying key “impurities” in the
standard.


 


 









 





Structure Elucidation




All isolated major compounds will be subjected to thorough physical (melting points and optical
rotations,
[a]D) and spectral characterization (UV, IR,
1H and 13C NMR, and
MS [EIMS/ CIMS]). All compounds will be identified unambiguously by using a 500 MHz 2D NMR
spectroscopic techniques, notably COSY, HETCOR, HMQC, HMBC, NOESY, CCC2DQ etc., as needed and the
data of all known compounds will be compared and verified with the relevant literature/ published
values.



Specific Aims for the First Six Months Research-




The following four plants will be investigated for the isolation and characterization of major
(marker) compounds during the first six months-



1- Echinacea species

2- Uncaria tomentosa (Cat’s claw)

3- Piper methysticum (Kava)

4- Silybum marianum (Milk thistle)




The initial research work will be focused on the isolation and characterization of the major
compounds present in the four plants mentioned above. This will be done according to the
methodology described above and a total of ten compounds will be supplied. Every effort will be
made to target 1 gram of each marker but both parties are aware that the 1 gram target may not be
achievable for certain markers. The minor compounds will also be isolated and their structures will
be determined during the course of isolating the major constituents and their isolation procedure
will also be optimized for future large-scale isolation work. The supply of the minor compounds in
large quantities can not be guaranteed due to time and cost constraints, but a validated isolation
method/ analytical scheme will be provided for all investigated plants.



The two major (marker) compounds, namely cichoric acid and echinacoside will be isolated
initially from Echinacea species and will be supplied. In addition, any other major compound
isolable from this plant will also be provided.



The oxindole alkaloids, namely isopteropodine, pteropodine, isomitraphylline, uncarine F,
mitraphylline, speciophylline, rhynchophylline, isorhynchophylline and others from
Uncaria tomentosa (cat’s claw) (Fam. Rubiaceae) will be isolated and only the major oxindole
alkaloids, each around 500 mg, will be supplied. The non-alkaloidal constituents, ie. flavanoids,
tritepenes and quinovic acid glycosides will also be isolated and all other major compounds will
also be provided.



Likewise, constituents from kava (ie. kava-lactone from
 Piper methysticum) and Milk thistle
(Silybum marianum) will be isolated and the major (marker) compounds will be supplied.


 


 









 





The isolation procedure for isolates will be revised and modified to make it more economical
and easier for scale-up. We will be focussing on isolation, but we will explore other options
to reach our goal economically by synthesizing certain markers or purchasing from different
vendors and purify according to our purity criteria.



Furthermore we will make an effort to release marker compounds to Chromadex as they isolated and
well characterized.



A report on progress of the project will be provided to Chromadex every two months.



Time Line




We expect
that an eighteen month period, beginning on January 17, 2000 for 18 month period till June
16, 2001, will be required to accomplish the proposed work.



Budget




The total cost of this study will be $ 525,000 for eighteen months based on $350,000 for a year
expenses, which includes personnel and supplies.


 


 









 





TABLE 1



LIST OF NUTRACEUTICALS FOR ISOLATION OF MARKER COMPOUNDS



	 	 	 	 	 
	 	 	Duration	 	 
	Name of the Plants	 	(Months)	 	No. of Compounds
	 
	 	 	 	 
	Echinacea angustifolia

	 	1-6	 	 
	Kava (Piper methysticum)

	 	1-6	 	 
	Milk thistle (Silybum marianum)

	 	1-6	 	 
	Cat’s claw (Uncaria tomentosa)

	 	1-6	 	 
	 

	 	 	 	10 compounds
	 
	 	 	 	 
	Feverfew (Tanactum parthenium)

	 	7-12	 	 
	Astraglus spp

	 	7-12	 	 
	Ginkqo biloba

	 	7-12	 	 
	Black cohosh (Cimicifuga
racemosa)

	 	7-12
	 	 
	 

	 	 	 	10 compounds
	 
	 	 	 	 
	Valariana officinalis

	 	13-18	 	 
	Ginseng root (Panax quinquefolum)

	 	13-18	 	 
	Dong quai (Angelica sinensis)

	 	13-18	 	 
	Siberian ginseng (E. senticosus)

	 	13-18	 	 
	 

	 	 	 	10 compounds
	 
	 	 	 	 
	No. of plants=12

	 	Months=18
	 	Compounds=30

(each around 500 mg)






 


 









 





APPENDIX B




MILESTONES FOR EQUITY VESTING




One-third vesting (0.67% equity position) at completion of first set of 10 licensed standards



Additional one-third vesting (total of 1.34% equity position) at completion of second set of 10
licensed standards



Additional one-third vesting (total of 2% equity position) at completion of third set of 10
licensed standards




 


20