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CDXC > SEC Filings for CDXC > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for CHROMADEX CORP.

Form 8-K for CHROMADEX CORP.


3-Jun-2014

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial S


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 2, 2014, ChromaDex, Inc., a California corporation and wholly owned subsidiary of ChromaDex Corporation, a Delaware corporation, the registrant
("ChromaDex"), entered into an Exclusive License Agreement (the "Agreement")
with Dartmouth College ("Dartmouth"). Under the terms of the Agreement, Dartmouth granted to ChromaDex a worldwide, exclusive, sublicensable right and license to use certain patent rights relating to the Nicotinamide Riboside Assay System, for use in human and animal therapeutics. The Agreement terminates on the earliest of the expiration date of the last to expire patent right. Either party may terminate the Agreement if the other party breaches the Agreement. ChromaDex may terminate the Agreement at any time upon 90 days' prior written notice.

As consideration for the license granted, ChromaDex will make a cash payment to Dartmouth. Additionally, ChromaDex will pay Dartmouth annual license maintenance fees, earned royalties on net sales of all licensed products, payments upon the completion of certain strategic milestones, as well as other consideration associated with sublicensing and manufacturing of the compound.

ChromaDex has agreed to use commercially reasonable efforts to effectively manufacture and market licensed products.

The foregoing is a summary of the material terms of the Agreement and does not purport to be complete. You should read the complete Agreement, which shall be attached as an exhibit to ChromaDex's Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 and, when filed, such Agreement shall be incorporated by reference herein. ChromaDex will seek confidential treatment for certain terms of the Agreement at the time of filing such Quarterly Report.



ITEM 7.01 REGULATION FD DISCLOSURE

On June 3, 2014, we issued a press release announcing the entry into the Agreement. A copy of the press release is appended hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as expressly set forth in such filing.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No. Description

99.1 Press Release


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