SEC Connect





 






Exhibit
10.5


AMENDMENT
#1 TO EXCLUSIVE LICENSE AGREEMENT


This
Amendment #1 (“First Amendment”) is made and entered
into on December 15, 2015 (“First Amendment Effective
Date”) by and between The Washington University, a
corporation established by special act of the Missouri General
Assembly approved February 22, 1853 and acts amendatory thereto,
having its principal offices at One Brookings Drive, St. Louis,
Missouri 63130 (hereinafter referred to as “WU”) and
Chromadex, Inc., a corporation of the State of California, having a
place of business at 10005 Muirlands Blvd., Suite G, Irvine, CA
92618 (hereinafter referred to as “Licensee”), each a
“Party” or collectively the “Parties” of
this Agreement.


WHEREAS, WU and
Licensee entered into an Exclusive License Agreement (WU Contract
No. 004446-011) on March 4, 2013 (“ELA”);


WHEREAS, certain
information in the ELA was designated “TBD” in the
“Milestone and Payments” table on page 1 and in the
Exhibit F “Diligence Milestones” table;


NOW
THEREFORE, in consideration of the foregoing and the agreements
below, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:



1. 

The Milestones and
Payments table in the Preamble on page 1 is replaced in its
entirety with the following:






	


Market

	


Milestone

	


Approximate



Timing

	


Payment


	

Field 1 (dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)

	

Commercial-scale
production

	

12
months

	

$2K


	

Cumulative
sales >3kg

	

18
months

	

$5K


	

$200K
cumulative sales

	

24
months

	

$10K


	

$1M
cumulative sales

	

36
months

	

$15K


	

Field 2 (food/beverage with FDA
approval)

	

Cumulative
sales >3kg

	

36
months

	

$5K


	

Cumulative
sales >20kg

	

48
months

	

$10K


	

Field 3 (consumer
foods)

	

Cumulative
sales >3kg

	

24
months

	

$5K


	

$100K
cumulative sales

	

36
months

	

$10K


	

$500K
cumulative sales

	

48
months

	

$15K


	

Field 4 (research
reagents)

	

$5K
cumulative sales

	

24
months

	

$500


	

$10K
cumulative sales

	

36
months

	

$1k


	

Field 5 (pharmaceutical)

	

IND
application filed for neurological disease

	

EOY
2018

	

$20K


	

Phase
1 initiation

	

EOY
2019

	

$20K


	

Phase
2 initiation

	

EOY
2020

	

$25K


	

Phase
3 initiation

	

EOY
2021

	

$50K


	

NDA
approval

	

EOY
2024

	

$100K


	

First
commercial sale

	

EOY
2024

	

$250K







 




 








 






 



2. 

The Diligence
Milestones table in Exhibit F is replaced in its entirety with the
following:






	


Market

	


Milestone

	


Timing


	

Field 1 (dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)

	

Commercial-scale
production

	

12
months


	

Cumulative
sales >3kg

	

18
months


	

$200K
cumulative sales

	

24
months


	

$1M
cumulative sales

	

36
months


	

Field 2 (food/beverage with FDA
approval)

	

Cumulative
sales >3kg

	

36
months


	

Cumulative
sales >20kg

	

48
months


	

Field 3 (consumer
foods)

	

Cumulative
sales >3kg

	

24
months


	

$100K
cumulative sales

	

36
months


	

$500K
cumulative sales

	

48
months


	

Field 4 (research
reagents)

	

$5K
cumulative sales

	

24
months


	

$10K
cumulative sales

	

36
months


	

Field 5 (pharmaceutical)

	

IND
application filed for neurological disease

	

EOY
2018


	

Phase
1 initiation

	

EOY
2019


	

Phase
2 initiation

	

EOY
2020


	

Phase
3 initiation

	

EOY
2021


	

NDA
approval

	

EOY
2024


	

First
commercial sale

	

EOY
2024







 


The
Parties hereby agree to amend the terms of the ELA as provided
above, effective as of the First Amendment Effective Date. Where
the ELA is not explicitly amended, the terms of the ELA will remain
in force. Definitions used in this First Amendment that are not
otherwise defined herein shall have the meanings such terms are
given in the ELA.


IN
WITNESS WHEREOF, the authorized representatives of the parties
hereto have executed this Amendment by affixing their signatures
below on the date(s) indicated:


 


	
 Chromadex,
Inc. 


	
 Washington
University


	
 

	
 


	
 By: /s/ Troy Rhonemus

 Name:
Troy Rhonemus 


 Title:
COO 


 Date:
1/2/2016

	
 By: /s/ Nichole
Mercier

 Name:
Nichole Mercier, Ph.D.

 Title:
Interim Director, OTM

 Date:
12.21.15