CHROMADEX CORPORATION (NASDAQ:CDXC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
corporation and wholly owned subsidiary of ChromaDex Corporation,
a Delaware corporation (the “Company”), entered into a License
Agreement (the “License Agreement”) and a Research Funding
Agreement (the “Research Funding Agreement” and together with the
License Agreement, the Agreements) with the Scripps Research
Institute, a California nonprofit public benefit corporation
(“TSRI”).
ChromaDex a worldwide, exclusive, royalty-bearing right and
license to use certain patent rights relating to methods and
compositions for enhancing cancer therapy. TSRI is engaged in
research relating to breast cancer and nicotinamide adenine
dinucleotide/ nicotinamide adenine dinucleotide hydride redox
balancing. The License Agreement terminates on the later of the
expiration date of the last to expire patent rights or fifteen
years after the first commercial sale of a licensed product,
determined on a country-by-country basis. The License Agreement
may be terminated by the mutual written consent of ChromaDex and
TSRI, and TSRI may terminate the License Agreement upon the
occurrence of certain events, including but not limited to if
ChromaDex does not make a payment due to the License Agreement
and fails to cure such non-payment within 30 days after the date
of TSRIs written notice of such non-payment. As consideration for
the license granted, ChromaDex will make a cash payment of
$50,000 to TSRI within 15 days of closing. Additionally,
ChromaDex will pay TRSI (i) annual cash fees that range from
$50,000 to $100,000 which will be credited against running
royalties due, (ii) product development milestone payments that
range from the low-six digit dollar figure to the low-eight digit
dollar figure and (iii) royalties on net sales of licensed
products in the mid-single digit percentage figure range.
ChromaDex will also reimburse TSRI for certain costs incurred in
connection with the preparation, filing and/or maintenance of
applications for patent protection. ChromaDex has agreed to use
reasonable efforts to develop and market the licensed products.
agreed to provide aggregate funding to TSRI of up to
approximately $2.0 million in different installments over the
next three years in exchange for TSRIs research related to the
use of nicotinamide riboside for enhancement of endocrine therapy
and prevention of relapse in breast cancer. The first installment
payment is due within 10 days of the closing date. Future
installment payments will become due on certain dates or upon the
achievement of certain milestones. Unless terminated sooner, the
Research Funding Agreement will terminate in three years.
ChromaDex may terminate the Research Funding Agreement by giving
90 days advance written notice of termination to TSRI. In
addition, the Research Funding Agreement may be terminated upon
the occurrence of certain events, including upon failure of a
party to perform any obligation required under the Research
Funding Agreement.
Funding Agreement is only a summary and is qualified in its
entirety by reference to the Agreements. The Company intends to
file a copy of the Agreements as exhibits to its Quarterly Report
on Form 10-Q for its quarter ending July 1, 2017, portions of
which will be subject to a FOIA Confidential Treatment Request to
the Securities and Exchange Commission to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, for certain portions
of the Agreements. The omitted material will be included in the
request for confidential treatment.
the Agreements. A copy of the press release is attached hereto as
Exhibit 99.1.
Exhibit Number
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Description
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99.1
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Press Release dated June 12, 2017.
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About CHROMADEX CORPORATION (NASDAQ:CDXC)
Chromadex Corporation and its subsidiaries ChromaDex, Inc., ChromaDex Analytics, Inc. and Spherix Consulting, Inc. provide research and quality-control products and services to the natural products industry. The Company allows its business units to discover, acquire, develop and commercialize ingredient technologies that address the dietary supplement, food, beverage, skin care and pharmaceutical markets. The Company operates through three segments: Ingredients, which develops, supplies and commercializes ingredient technologies; Core standards and contract services, which supplies phytochemical reference standards, which are small quantities of plant-based compounds used to research an array of attributes, reference materials and related contract services, and Scientific and regulatory consulting, which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage health and regulatory risks.