SEC Connect















***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 10.1


Addendum
to


Nicotinamide
Riboside Supply Agreement between


Thorne
Research, Inc. & Chromadex, Inc.



Nicotinamide Riboside-Choline and/or Betaine



and/or Dimethylglycine Combination Product


	

Seller

	

Chromadex,
Inc.


	

Buyer

	

Thorne
Research, Inc.


	

Product

	

Nicotinamide
Riboside Chloride (Product Specification attached
hereto)


	

Term

	

As
defined by the NIAGEN® SUPPLY AGREEMENT, dated July 9, 2013
(“Original Agreement”)


	

Intent

	

1) To add Choline and/or
Betaine and/or dimethylglycine (DMG) to the Original
Agreement (hereinafter the NR-Choline-Betaine-DMG Combination
Product)


2) To permit Buyer the
sole rights to the Combination of Nicotinamide Riboside (NR) with
Choline and/or Betaine and/or DMG (all
forms)


3) To permit Buyer the
right to engage in the research, advertising, promotion,
manufacturing, packaging, shipment, distribution, use, offer for
sale, and sale of the NR-Choline-Betaine-DMG Combination
Product or of Derivatives of the NR-Choline-Betaine-DMG Combination
Product


4) Derivatives of the
NR-Choline-Betaine-DMG
Combination


	
 

	

Product
are defined as any product that contains the NR-Choline-Betaine-DMG Combination in
combination with any other ingredient(s)






 



 

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Exclusivity
in the Territory

	

1) Thorne
retains exclusivity for stand-alone NR in the Licensed Health Care Professionals
Channel in North America.


2) Thorne
obtains Exclusive Supply of NR-Choline-Betaine-DMG
Combination


3) Thorne
retains Non-exclusive right for NR combined with any form of
folate or B12.


	

Exclusivity
Requirements

	

Exclusivity in the
Territory will be maintained if between the Effective Date of the
First Amendment and September 9, 2015, the Buyer purchases a
minimum [...***...] dollars
($[...***...]) of Product ([...***...]kg at
$[...***...]/kg) and a minimum of [...***...]
dollars ($[...***...]) of the Product at a price of
$[...***...]kg in the third year of the contract with Year
3 to begin on October 1, 2015. Buyer shall place binding quarterly
POs in Year 3 for at least $[...***...] of Product to
maintain exclusivity.”


1) Product Launch
Requirements: Thorne Research has 1 year to launch the NR-Choline-Betaine Combination Product
and 11⁄2 years to
launch  Choline and/or
Betaine and/or
dimethylglycine (DMG)


2)  Clinical Study
Requirements: Thorne will start a human clinical study within 6
months of signing this Term Sheet.


Ownership of all
Property will be transferred to ChromaDex if above requirements are
not met. On a confidential basis, ChromaDex shall access to all
data and reports generated from the Clinical Study.


	

Technology

	

Formulations of the
NR-Choline-Betaine-DMG
Combination Product or of Derivatives of the NR-Choline-Betaine-DMG Combination
Product.


Form of
Choline to include all present and future forms of choline, which
presently includes, but is not limited to:


Choline
citrate (Citicholine)


Choline
bitartrate


Phosphatidylcholine






 

*** Confidential Treatment
Requested




 

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alpha-GPC (L-Alpha
Glycerylphosphorylcholine)


CDP
Choline (cytidine 5′-diphosphocholine)


Form of
Betaine to include all present and future forms of betaine, which
presently includes, but is not limited to:


Betaine
monohydrate


Betaine
anhydrous


Trimethylglycine
(TMG)


Forms
of Dimethylglycine (DMG) to include all present and future forms of
DMG


	

Territory

	

1) Retain
Licensed Health Care
Professionals channel in North America for stand-alone
NR


2) North
America for NR-Choline-Betaine-DMG
Combination with a right of first refusal for other
countries.


	

Field
of Use

	

Human






 






  





 

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Channel
of Distribution


(“Channel”)

	

1) Thorne
retains the exclusive right to engage in the research, advertising,
promotion, manufacturing, packaging, shipment, distribution, use,
offer for sale, and sale of the Nicotinamide Riboside Product or of
Derivatives of the Nicotinamide
Riboside Product in the Channel defined as Licensed Health Care Professionals


 


2) This
addendum governs Thorne’s right to engage in the research,
advertising, promotion, manufacturing, packaging, shipment,
distribution, use, offer for sale, and sale of the NR-Choline-Betaine-DMG Combination or of
Derivatives of the NR-Choline-Betaine-DMG Combination
across all Channels in the Territory , with the exception of
channels in which ChromaDex has already granted or grants
exclusivity to third parties as set forth below. In those channels,
Thorne is prohibited from selling any product containing NR
(NIAGEN®).


 


3) ChromaDex
is currently selling the Product to customers that market and sell
multi-vitamins containing the Product and will continue to pursue
relationships with such parties. These multi-vitamins contain a
multitude of ingredients, including Choline, Betaine, and DMG.
However, in all channels, other ChromaDex NR Buyers would be excluded from
marketing the NR-Choline-Betaine-DMG Combination,
according to the following guidelines: 



 


Amounts of Choline, TMG, or DMG in
Relation to the Nicotinamide Riboside Content Permitted in Products
Marketed & Sold by Non-Thorne Vendors§


 




 

*Refers
to the Total Daily Dose of methyl donors in aggregate. Individual
amounts of choline, TMG, or DMG to be added are at the
vendor’s discretion, with the total of any combination
thereof to not exceed the amount listed in the table.Thorne shall
not unreasonably deny ChromaDex’s reasonable request for an
exception to the above guidelines.


 


4) ChromaDex
NR Buyers would also be excluded from marketing, offering for sale,
or selling the NR-Choline-Betaine-DMG Combination with
“methyl donor” claims, with the methylation message, or
by describing such relationship between NR, choline, betaine,
and/or NR. Further, ChromaDex NR Buyers would be excluded from
marketing, offering for sale, or selling NR-Choline-Betaine-DMG Combination with
reference to any published clinical studies using the NR-Choline-Betaine-DMG Combination. Both
Parties agree to monitor violations of this clause and ChromaDex
will use best efforts to enforce any violations of this
clause.


 


5) Any
subsidiary rights to use the NR-Choline-Betaine-DMG Combination would
have to be obtained through Thorne Research, Inc. and would be done
so at the sole discretion of Thorne Research, Inc.






 







  





 

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Current
Exclusions to Sale of Product

	

1) Excluded
products include energy shots or melts (melting or dissolvable
tablet or delivery system)


2) Excluded
Fields/Channels: The “Multi-Level Marketing Channel”
defined as the sale of products through a network of independent
marketing representatives and the “Direct Response
Channel” defined as the marketing and advertising of the
Product through direct response television and radio advertisements
of any length or format intended to reach one or more potential
consumers asking them to purchase from or respond directly to Buyer
or its agent via a website, telephone number, or other medium to
purchase.


3) Channels/Fields/Products
may be excluded at any time at the sole discretion of Seller upon
written notice, unless the Parties have previously agreed in
writing that such channel/field/product may not be excluded because
Buyer has demonstrated established sales of or other commitment to
a specified channel/field/product.


	

What is
Covered by the Addendum

	

Commensurate with
the Original Agreement


	

Property

	

Trademarks,
patents, data, trade secrets, science, technology, formulas,
know-how, intellectual property, clinical research data (including
data generated by Thorne), or other information relating to any
NR-Choline-Betaine-DMG
Combination Product


	

Registration

	

The
parties will determine responsibilities for registration in the
appropriate jurisdictions


	

Regulatory
Category

	

1) Dietary
supplements


2) Thorne
Research also obtains the right to co-market the NR-Choline-Betaine-DMG Combination with
specific drugs (drugs, OTC drugs, or botanical drugs) approved for
specific diseases or conditions


3) Thorne
Research further expresses its interest to pursue the right to
develop the NR-Choline-Betaine-DMG
Combination AS a drug approved for specific diseases or
conditions. This can be governed by a first right of refusal in the
Original Agreement or governed by a separate agreement addressing
the NR-Choline prodrug
conjugate.


	

Payment
Terms

	

To be
determined






 






 



 

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Royalties

	

Same as
original agreement


	

Research
Costs

	

NA


	

Marketing
Support

	

Method
of marketing and marketing partners to be determined by the
parties


	

Regulatory

	

As
appropriate in all Territories, Fields of Use, &
Channels


	

Assignment

	

1) No
right to assign this Agreement, except as part of transfer of
a business unit or transfer of all the activities of one of the
Parties.


	

Trademark
-


Supplier

	

Nicotinamide
Riboside has been registered by the Supplier under the NIAGEN®
trademark. Trademarks on goods developed by Supplier will be
developed, filed, owned, and maintained by Supplier.


 


	

Trademark
–


Buyer

	

Thorne
Research shall own the trademark/registration for the NR-Choline-Betaine-DMG Combination,
regardless of whether that occurs as a single product or the
NR-Choline-Betaine-DMG
Combination occurs as an ingredient in one or more finished
products. Trademarks on finished goods developed by Buyer will be
developed, filed, owned, and maintained by Buyer.


	

Patent
Costs

	

Each
Party shall bear its own patent filing and maintenance costs,
unless otherwise defined in writing by this or another
Agreement


	

Patent
Filing

	

Where
relevant to new innovation


	

Patent
Defense Costs

	

To be
commensurate with the Original Agreement:


1)
Supplier shall have the obligation and first right to defend patent
infringement claims against Nicotinamide Riboside


2)
Should Supplier default, see terms of Original
Agreement


	

Milestones

	

as
described in the table below.







 

CHROMADEX,
INC.                      
THORNE
RESEARCH, Inc.

/s/ Frank
Jaksch                                
/s/ Paul
Jacobson                                           

Name: Frank
Jaksch                         
Name: Paul Jacobson


Title:  
CEO                                      
Title: CEO


Date:  
July 24,
2015                        
Date: July 24, 2015
                               




 






 




 

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Discovery
Timeline for NR-Choline-Betaine-DMG


	


Milestone

	


1

	


2

	


3

	


4


	

Human


Clinical

	
 

	

 KGK 24 hour
Pharmacokinetics Trial at 100, 300, and 1000 mg

	

U
Copenhagen 24 hour Pharmacokinetics Trial at X mg

	

 KGK Two Month
NAD Molecular Network Trial


	

Safety/


Toxicology

	
 

	

Yes;
serum chemistry; blood cell response

	

Yes;
serum chemistry; blood cell response

	

Yes;
serum chemistry; blood cell response


	

Pharmacokinetics

	
 

	

NAD


Methylnicotinamide


Betaine


Choline


Homocysteine


Nuclear
uracil


NAD
metabolic network


 

	

NAD


Methylnicotinamide


Betaine


Choline


Homocysteine


Nuclear
uracil


NAD
metabolic network


 

	

NAD


Methylnicotinamide


Betaine


Choline


Homocysteine


Nuclear
uracil


NAD
metabolic network


 


	

Legal

	

Oringinal
Agreement Governing NR+Choline and/or Betaine and/or
DMG

	

Evaluate M2
results

	

Evaluate M3
results


Report
& acceptance of M2 results

	

 Evaluate M4
results


Report
& final acceptance of M2-4 results


	

Strategic

	

Exclusivity
around the key methyl donors choline and betaine

	

Begin
dose determination for choline, betaine, or DMG

	

Continue dose
determination for choline, betaine, or DMG

	

Final
determination of Begin dose determination for choline, betaine, or
DMG


	

Completion

	

7.10.15


 

	

Complete

	

9.20.15

	

11.20.15


	

Study
Cost

	
 

	

 TBD

	

TBD

	

TBD


	

Milestone


Cost

	

$0k

	
 

	
 

	
 








Schedule of Milestones and Costs







  






 

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