Amendment Agreement to the Equity-based License Agreement

BAYER is entitled to terminate this Agreement prematurely without notice period if CHROMADEX

fails to provide BAYER with financial performance reports, which show the latest actual economic performance of the company versus the then current business plan, such financial performance reports to be received by BAYER by June 30 and December 31 of each corresponding year; or

fails to generate product sales of an accumulated amount of at least 50.000 USD (fifty thousand U.S. Dollar) by exploiting the license granted under this Agreement until July 31, 2006; or

becomes insolvent. Such a case is deemed to exist when an application has been filed for the commencement of bankruptcy proceedings or other insolvency proceedings against the assets of Chomadex and Chromadex has either filed the application itself or is insolvent or otherwise in a situation which justifies the opening of such proceedings.

Leverkusen,
Date: 20/10/2003

Bayer Innovation

Beteiligungsgesellshaft mbH

/s/ Fred-Robert Heiker

 

Prof. Fred-Robert Heiker

Leverkusen,

Date: 10/30/2003

Bayer Innovation

Beteiligungsgesellschaft mbH

/s/ Dr. R. Dujardin

 

Dr. R. Dujardin

EFFECTIVE DATE shall mean the date first above written, which is at the same time the date of the last signing party’s signature under this Agreement.

KNOW-HOW shall mean all information owned by BAYER or BAYER AG and known as TLC Bioluminescence Assay Technology based on vibrio fisheri bioluminescence as of the EFFECTIVE DATE. Beside the PATENTS, Annex I sets forth the volume of the information available on the EFFECTIVE DATE.

TERRITORY shall mean worldwide.

BAYER AFFILIATE(S) shall mean any business entity which directly or indirectly controls, is controlled by, or is under common control with BAYER or BAYER AG. A business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, more than fifty percent of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity. If the laws of the jurisdiction in which such entity operates prohibit ownership by a party of more than 50% “control” shall be deemed to exist at the maximum level of ownership allowed by such jurisdiction.

CHROMADEX AFFILIATE(S) shall mean any business entity in the TERRITORY which directly or indirectly is controlled by, or is under common control with CHROMADEX. A business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, more than fifty percent of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity. If the laws of the jurisdiction in which such entity operates prohibit ownership by a party of more than 50% “control” shall be deemed to exist at the maximum level of ownership allowed by such jurisdiction.

FIELD shall mean quality control for raw, intermediate or finished botanic-natural products, nutritional supplements, natural drugs, food products and pharmaceutical products in terms of detecting, identifying and/or quantifying of toxic/adultering substances. FIELD shall expressly exclude discovery of and screening for drugs for use in health care, animal health and/or crop protection.

PATENTS shall mean the patents and patent applications of BAYER set forth in Annex I as far as and to the extent that one claim of said patents and patent applications reads on KNOW-HOW.

BAYER INFORMATION shall mean KNOW-HOW and technical and economic information of BAYER, whether disclosed in writing, orally or otherwise. BAYER INFORMATION shall include e.g., without being limited to these examples, recipes, data, know-how, processes, equipment, samples and test results on samples.

CHROMADEX INFORMATION shall mean technical and economic information of CHROMADEX, whether disclosed in writing, orally or otherwise. CHROMADEX INFORMATION shall include e.g., without being limited to these examples, recipes, data, know-how, processes, equipment, samples and test results on samples.

INFORMATION shall mean BAYER INFORMATION or CHROMADEX INFORMATION.

RECEIVING PARTY shall mean the respective party receiving INFORMATION.

DISCLOSING PARTY shall mean the respective party disclosing INFORMATION.

Subject to the terms and conditions of this Agreement BAYER agrees to grant and hereby grants — with the exception of Article 2.2 hereto — to CHROMADEX for the TERRITORY a fully-paid up, non-royalty bearing, exclusive, non-transferable license in the FIELD to use KNOW-HOW, to use, offer and sell the method claimed in PATENTS and to produce, offer and sell products based on the method claimed in PATENTS. However, CHROMADEX has the right to sublicense the rights under license to CHROMADEX AFFILIATES. CHROMADEX shall have the right to have sold the products based on KNOW-HOW and PATENTS by distributor in the TERRITORY, not transferring any rights to KNOW-HOW and PATENTS acquired under this license. CHROMADEX needs the written approval of BAYER prior to any merger or sale of the relevant business, to be allowed to transfer the license under the PATENTS to the corporate merger or buyer, which consent will not be unreasonably withheld or delayed.

Irrespective of the license granted to CHROMADEX according to Article 2.1, BAYER shall still have the right to use or have used KNOW-HOW for or by itself, BAYER’s parent company BAYER AG, BAYER AFFILIATES, and clients of BAYER and BAYER AFFILIATES in the TERRITORY under the PATENTS. However, BAYER shall not use KNOW-HOW in the TERRITORY to sell in the FIELD the method claimed in PATENTS and/or products based on the method claimed in PATENTS.

BAYER grants to CHROMADEX the first right of refusal on improvements and replacement technologies in the FIELD for the TERRITORY, which will be developed by BAYER or BAYER AG during the term of this Agreement. The terms and conditions of such first right of refusal shall be negotiated in good faith on the basis of a fair market evaluation.

CHROMADEX’s rights to use certain trademarks of BAYER or BAYER AG in the TERRITORY upon or in relation to the TLC-Bioluminescence Assay Technology shall be set forth in a separate license agreement between the parties.

Subject to receipt of the initial payment according to Article 4.2, BAYER shall disclose KNOW-HOW to CHROMADEX within six (6) weeks after the EFFECTIVE DATE at Leverkusen, Germany or at any other place that seems BAYER appropriate.

KNOW-HOW respectively will include so much information that an experienced company doing business in the respective type of work will be able to carry out the TLC Bioluminescence Assay Technology for Phase I set forth in Annex II.

All documents will be prepared in English. All documents and drawings will be prepared according to German standards (DIN). All dimensions will be in S.I. units.

BAYER shall be prepared to explain to CHROMADEX in detail KNOW-HOW. For this purpose BAYER shall make available expert(s) for five (5) man-days at the place according to Article 3.1.1 in order to discuss KNOW-HOW with up to five (5) experts of CHROMADEX.

All expenses for the stay of CHROMADEX’s experts at Leverkusen or at any other place shall be borne by CHROMADEX.

In consideration of, and subject to, the grant of the license according to Article II, and the transmittal of KNOW-HOW according to Article III, CHROMADEX assigns ten percent (10%) of all company shares of CHRO