ChromaDex
Annual Report 2018

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2018or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from to Commission file number 001-37752 CHROMADEX CORPORATION(Exact name of Registrant as specified in its Charter) Delaware 26-2940963(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 10900 Wilshire Blvd. Suite 650, Los Angeles, California 90024(Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310) 388-6706 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of Each Exchange on Which Registered Common Stock, $0.001 par value The NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [X] Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financing accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] As of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’scommon stock held by non-affiliates of the registrant was approximately $151.4 million, based on the closing price of the registrant’s common stock on theNASDAQ Capital Market on June 30, 2018. Number of shares of common stock of the registrant outstanding as of February 28, 2019: 55,285,912. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s proxy statement (the “Proxy Statement”) to be filed with the Securities and Exchange Commission (“SEC” or the “Commission”)pursuant to Regulation 14A in connection with the registrant’s 2019 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, areincorporated by reference into Part III of this Form 10‑K. Such Proxy Statement will be filed with the SEC not later than 120 days following the end of theregistrant’s fiscal year ended December 31, 2018. TABLE OF CONTENTS Item PART I Cautionary Notice Regarding Forward-Looking Statements 1.Business 21A.Risk Factors151B.Unresolved Staff Comments312.Properties313.Legal Proceedings314.Mine Safety Disclosures34 PART II 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities356.Selected Financial Data357.Management's Discussion and Analysis of Financial Condition and Results of Operations367AQuantitative and Qualitative Disclosures About Market Risk 448.Financial Statements and Supplementary Data459.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure799AControls and Procedures799B.Other Information80 PART III 10.Directors, Executive Officers and Corporate Governance8111.Executive Compensation8112.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters8113.Certain Relationships and Related Transactions, and Director Independence8114.Principal Accounting Fees and Services81 PART IV 15.Exhibits, Financial Statement Schedules8216.Form 10-K Summary87 Signatures88 -i- PART I CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (the “Form 10-K”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the safe harbor created by thosesections. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”“should,” “will,” “would” or the negative of these terms, and similar expressions that convey uncertainty of future events or outcomes to identify theseforward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements andare based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertainand beyond our control. Such statements, include, but are not limited to, statements contained in this Form 10-K relating to our business, business strategy,products and services we may offer in the future, the outcome and impact of litigation, the timing and results of future regulatory filings, the timing andresults of future clinical trials, our ability to collect from major customers, sales and marketing strategy and capital outlook. Forward-looking statements arebased on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward looking statementsrelate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differmaterially from those contemplated by the forward-looking statements. They are neither statement of historical fact nor guarantees of assurance of futureperformance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differmaterially from those in the forward looking statements include, but are not limited to, a decline in general economic conditions nationally andinternationally; decreased demand for our products and services; market acceptance of our products; the ability to protect our intellectual property rights;impact of any litigation or infringement actions brought against us; competition from other providers and products; risks in product development; inabilityto raise capital to fund continuing operations; changes in government regulation; the ability to complete customer transactions and capital raisingtransactions, and other factors (including the risks contained in Item 1A of this Form 10-K under the heading “Risk Factors”) relating to our industry, ouroperations and results of operations and any businesses that may be acquired by us. Should one or more of these risks or uncertainties materialize, or shouldthe underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them, nor can weassess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially fromthose contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-lookingstatements. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, we undertake noobligation to and do not intend to update any of the forward-looking statements to conform these statements to actual results. -1- Item 1.Business Unless otherwise indicated or the context otherwise requires, references to the “Company”, “ChromaDex”, “we”, “us” and “our” refer to ChromaDexCorporation and its consolidated subsidiaries. Company Overview ChromaDex is a science-based integrated nutraceutical company devoted to improving the way people age. ChromaDex scientists partner with leadinguniversities and research institutions worldwide to discover, develop and create products to deliver the full potential of nicotinamide adenine dinucleotide("NAD") and its impact on human health. NAD is an essential coenzyme and a key regulator of cellular metabolism. Best known for its role in cellular adenosine triphosphate ("ATP") production, NADis now thought to play an important role in healthy aging. Many cellular functions related to health and healthy aging are sensitive to levels of locallyavailable NAD and this represents an active area of research in the field of NAD. NAD levels are not constant, and in humans, NAD levels have been shown to decline by more than 50% from young adulthood to middle age. NAD continuesto decline as humans grow older. There are other causes of reduced NAD levels such as over-nutrition, alcohol consumption and a number of disease states.NAD may also be increased, including through calorie restriction and exercise. Healthy aging, mitochondria and NAD continue to be areas of focus in theresearch community. In 2018, there were over 160 studies on NAD. The areas of study include Alzheimer’s disease, Parkinson’s disease, neuropathy and heartfailure. In 2013, ChromaDex commercialized NIAGEN® nicotinamide riboside ("NR"), a novel form of vitamin B3. Data from numerous animal studies, andconfirmed in human clinical trials, show that NR is a highly efficient NAD precursor that significantly raises NAD levels. NIAGEN® is safe for humanconsumption with no adverse side effects. NIAGEN® has twice been successfully reviewed under FDA's new dietary ingredient (“NDI”) notification program,and has also been successfully notified to the FDA as generally recognized as safe (“GRAS”). Animal studies of NIAGEN® have demonstrated a variety ofoutcomes ranging from increased NAD levels, increased cellular metabolism and energy production to improvements in insulin sensitivity. NIAGEN® is thetrade name for our proprietary ingredient NR, and is protected by patents to which we are the exclusive licensee. ChromaDex is the world leader in the emerging NAD space. ChromaDex has approximately 170 partnerships with leading universities and researchinstitutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University ofCambridge and the Mayo Clinic. Other relationships are currently being developed. Our scientific advisory board is led by Chairman Dr. Roger Kornberg, Nobel Laureate Stanford Professor, Dr. Charles Brenner, one of the world’s recognizedexperts in NAD and inventor of nicotinamide riboside, Dr. Rudi Tanzi, the co-chair of the department of neurology at Harvard Medical School and one of theworld’s leading experts in food and nutrition, Sir John Walker, Nobel Laureate and Emeritus Director, MRC Mitochondrial Biology Unit in the University ofCambridge, England, Dr. Bruce German, Chairman of food, nutrition and health at the University of California, Davis, and Dr. Robert Beudeker, VicePresident of Innovation, who leads the innovation program for human nutrition and health at DSM. STRATEGIC SHIFT TO GLOBAL CONSUMER PRODUCT COMPANY The acquisition in March 2017 of Healthspan Research LLC, a company that sold our TRU NIAGEN® branded product direct to consumers, marked ourstrategic shift from an ingredient and testing company to a global, science-based integrated nutraceutical company. ChromaDex made the strategic decisionto commercialize TRU NIAGEN® as a consumer brand for the product containing NIAGEN® ingredient, launching in 2017. -2- In connection with our strategic decision to grow our global consumer brand, we have reduced the number of NIAGEN® resellers to just a few. As expected,our ingredients segment net sales decreased 23% in 2018, from $11.1 million in 2017 to $8.6 million. However, our net sales of TRU NIAGEN® increased by$13.0 million, from $5.5 million in 2017 to $18.5 million in 2018, to more than offset the decrease in net sales of our ingredients segment. We believe the global market size for TRU NIAGEN® is substantial. According to Orbis Research, Global Anti-Aging Market Research Report and Forecast2017-2021, June 19, 2017, over $250 billion was spent on the business of youth worldwide in 2016 on looking, acting and feeling younger, which includedskin care, cosmetic surgery, hair restoration, fitness, vitamins and supplements. According to the same report from Orbis Research, the worldwide anti-agingmarket is expected to grow at a compounded average growth rate ("CAGR") of 5.8% through 2021 to about $330 billion. We began the international expansion of our TRU NIAGEN® brand with the launch in Hong Kong and Macau with our strategic partner, A.S. Watson Group,in 2017, followed by the launch in Singapore in the first quarter of 2018. In the third quarter of 2018, we launched TRU NIAGEN® in New Zealand withretail partner Matakana Superfoods. In the fourth quarter of 2018, we launched TRU NIAGEN® in Canada by making it available at www.truniagen.ca and tohealthcare practitioners at Fullscript Canada after receiving regulatory approval for sale from Health Canada. We will continue to focus on obtainingadditional regulatory approvals required to expand our marketing and distribution of our TRU NIAGEN® brand in new strategic international markets. INGREDIENTS AND ANALYTICAL REFERENCE STANDARDS AND SERVICES BUSINESS SEGMENTS Through our ingredients business segment, we will continue to sell NIAGEN® in ingredient form to our strategic partners, including Nestec Ltd. (“Nestlé”), aglobal leader pioneering quality science-based nutritional health solutions. In the fourth quarter of 2018, we entered into a supply agreement with Nestlé,pursuant to which Nestlé will be our exclusive customer for NIAGEN® for human use in the (i) medical nutritional and (ii) functional food and beveragecategories in certain territories. As consideration for the rights granted to Nestlé, we received an upfront fee of $4 million. Following the launch of theproducts in certain territories, Nestlé will additionally pay us a one-time fee for a potential total aggregate payment of $6 million. We are a leading provider of research and quality-control products and services to the natural products industry. Through our analytical reference standardsand services segment, customers worldwide in the dietary supplement, food and beverage, cosmetic and pharmaceutical industries use our products, which aresmall quantities of highly-characterized, research-grade, plant-based materials, to ensure the quality of their raw materials and finished products. We haveconducted this analytical reference standards and services business since 1999. Our analytical reference standards and services business segment provides us with the opportunity to become aware of the results from research and screeningactivities performed on thousands of potential natural product candidates through our relationships with various universities and research institutions. Byselecting the most promising ingredients leveraged from this market-based screening model, which is grounded by primary research performed throughleading universities and institutions, followed by selective investments in further research and development, new proprietary ingredients can be identifiedand brought to various markets with a much lower investment cost and an increased chance of success. Through our regulatory consulting operations, we alsoprovide our clients in the food, supplement and pharmaceutical industries with effective scientific solutions to manage their potential health and regulatoryrisks. For the fiscal years ended December 31, 2018 and December 30, 2017, our revenues were approximately $31.6 million and $21.2 million, respectively. Thefollowing table summarizes the Company’s total sales for each of the business segments in the last two years. Please refer to Item 8 Financial Statements andSupplementary Data of this Annual Report on Form 10-K for additional financial information for each of the business segments. -3- Fiscal YearsConsumerProductsSegmentIngredientsSegmentAnalytical Reference Standardsand Services SegmentTotal2018$18.5 million$8.6 million$4.5 million$31.6 million2017$5.5 million$11.1 million$4.6 million$21.2 million Company Background On May 21, 2008, Cody Resources, Inc., a Nevada corporation and a public company, (“Cody”) entered into an Agreement and Plan of Merger (the “MergerAgreement”), by and among Cody, CDI Acquisition, Inc., a California corporation and wholly-owned subsidiary of Cody (“Acquisition Sub”), andChromaDex, Inc. (the “Merger”). Subsequent to the signing of the Merger Agreement, Cody merged with and into a Delaware corporation. On June 20, 2008,Cody amended its articles of incorporation to change its name to ChromaDex Corporation. ChromaDex Corporation was traded on the Over the Countermarket under the symbol "CDXC." On April 25, 2016, ChromaDex Corporation became listed on the NASDAQ Capital Market under the symbol "CDXC." ChromaDex, Inc., a wholly owned subsidiary of ChromaDex Corporation, was originally formed as a California corporation on February 19, 2000. On March 12, 2017, ChromaDex Corporation acquired Healthspan Research LLC, a consumer product company offering TRU NIAGEN® branded products.This marked the strategic shift to become a global, science-based integrated nutraceutical company. On September 5, 2017, the Company completed the saleof its operating assets that were used with the Company's quality verification program testing and analytical chemistry business for food and food relatedproducts to Covance Laboratories Inc. Business Market According to Orbis Research, Global Anti-Aging Market Research Report and Forecast 2017-2022, June 19, 2017, over $250 billion was spent on thebusiness of youth worldwide in 2016 on looking, acting and feeling younger, which included skin care, cosmetic surgery, hair restoration, fitness, vitaminsand supplements. According to the same report from Orbis Research, the worldwide anti-aging market is expected to grow at a CAGR of 5.8% through 2021to about $330 billion. According to the data from Euromonitor International, the worldwide market for vitamins and dietary supplements was approximately$106 billion in 2018, and is expected to grow at a CAGR of 3.0% to about $123 billion in 2023. -4- Business Model CONSUMER PRODUCTS SEGMENT Our business model is to sell TRU NIAGEN® to consumers worldwide. As a world leader in the emerging NAD space and the science of aging, we willcontinue to seek to discover and enhance patented technology and evolve our TRU NIAGEN® products to improve health by safely raising NAD levels. TheTRU NIAGEN® brand is built on scientific evidence, trust and the direct impact to our consumers of aging better. The best way to be trusted as a brand is tobe trustworthy as a company. We intend to expand to the worldwide NAD-related healthy aging market by entering into new international markets. We will continue to focus on obtainingadditional regulatory approvals required to expand our marketing and distribution of our TRU NIAGEN® products in new international markets. We willutilize our proprietary ecommerce platforms, and the ecommerce and brick and mortar platforms of strategic regional and local partners. Our United States("U.S.") based business will continue to support our global operations, including: ➢ Corporate development and strategy ➢ Research and development activities ➢ Science ➢ Global premium brand management and brand guidelines ➢ Multi-platform global marketing campaigns and know-how ➢ Build and evolve propriety ecommerce platform and data analytics ➢ Global manufacturing and supply chain operations We expect to continue to supply our international operations with finished products manufactured in the U.S, and to continue to provide all our marketingmaterials and know-how to our international strategic partners. INGREDIENTS SEGMENT We will continue to sell NIAGEN® in ingredient form to our strategic partners. In addition, we will also continue to identify, acquire and commercialize otherinnovative new proprietary ingredients and technologies. We have an experienced team that is capable of advancing products through development intocommercialization with the required regulatory approval, safety, toxicology, clinical trials, supply chain management, manufacturing, and ultimately eitherdirectly selling the products or licensing to third parties. ANALYTICAL REFERENCE STANDARDS AND SERVICES SEGMENT We have taken advantage of both supply chain needs and regulatory requirements to build our analytical reference standards and services segment. Webelieve that we create value throughout the supply chain of the dietary supplements, functional foods and personal care markets. In addition, throughregulatory consulting operations, we provide product regulatory approval and scientific advisory services to our clients in the food, supplement andpharmaceutical industries with effective solutions to manage potential health and regulatory risks. We will capitalize on additional opportunities in product development and commercialization of various kinds of intellectual property that we have largelydiscovered and acquired through the sales process associated with this segment. -5- Overview of our Products and Services Current products and services provided are as follows: CONSUMER PRODUCTS ● TRU NIAGEN® branded dietary supplements. We currently offer our NIAGEN® nicotinamide riboside through our TRU NIAGEN®finished bottles. We will continue to build our TRU NIAGEN® as a global brand and offer TRU NIAGEN® to consumers worldwide. We areconducting additional clinical trials to further validate the health benefits associated with NIAGEN® and TRU NIAGEN®. INGREDIENTS ● Nicotinamide riboside NIAGEN®. We will continue to develop and sell NIAGEN® in ingredient form to strategic partners. ● Spirulina Extract Immulina™. IMMULINA™ is a spirulina extract and the predominant active compounds are Braun-type lipoproteinswhich are useful for improving human immune function. These lipoproteins are present at much greater levels than those found withincommonly used immune enhancing botanicals such as Echinacea and ginseng. ANALYTICAL REFERENCE STANDARDS AND SERVICES ● Supply of reference standards and fine chemicals. We supply a wide range of products necessary to conduct quality control of rawmaterials and consumer products. Reference standards and fine chemicals are used for research and quality control in the dietarysupplements, cosmetics, food and beverages, and pharmaceutical industries. ● Consulting services. We provide a comprehensive range of consulting services in the areas of regulatory support, new ingredient or productdevelopment, risk management and litigation support. We provide and offer product regulatory approval and scientific advisory services. Sales and Marketing Strategy For our consumer products segment, we employ a variety of strategies to drive sales and consumer awareness of TRU NIAGEN®, including social media andinternet advertising, managing websites, influencers, tradeshows, e-mail, paid search, distribution of research publications and press releases. We also have acustomer care department that handles day-to-day communications with our end customers addressing any needs or concerns related to our TRU NIAGEN®product. For our ingredients segment and analytical reference standards and services segment, our strategy is based on a direct, technically-oriented model. We recruitand hire sales and marketing staff with appropriate commercial and scientific backgrounds. Our regulatory consulting operations generate scientific andregulatory consulting revenue from an existing well-established list of Fortune 1000 customers and referrals. -6- USA and Canada: For our consumer products segment, we are distributing our TRU NIAGEN® products direct to consumers through our propriety ecommerce platformTRUNIAGEN.com, TRUNIAGEN.ca, Amazon and other established internet marketplaces. We also have specialty retailers and direct healthcare practitionerswho are authorized resellers of TRU NIAGEN® in the U.S. and Canada. For our ingredients segment and analytical reference standards and services segment, we intend to continue to use a direct marketing approach in the U.S. andCanada to promote our products and services. International: For our consumer products segment, we will utilize strategic partners on a regional or local country basis to expand our distribution of TRU NIAGEN®products. Our strategic partnerships could include brick and mortar and/or ecommerce channels. We also are evaluating strategic joint ventures to rapidlyexpand our distribution in Asia. We began our international expansion of TRU NIAGEN® products with the successful launch in Hong Kong and Macauwith our strategic partner, A.S. Watson Group in 2017, followed by the launch in Singapore in the first quarter of 2018. In the third quarter of 2018, welaunched TRU NIAGEN® in New Zealand with retail partner Matakana Superfoods. In the fourth quarter of 2018, we launched TRU NIAGEN® in Canada bymaking it available at www.truniagen.ca and to healthcare practitioners at Fullscript Canada after receiving regulatory approval for sale from Health Canada.We will continue to focus on obtaining additional regulatory approvals required to expand our marketing and distribution of our TRU NIAGEN® brand innew strategic international markets. For our ingredients segment, most of our customers are based currently in the U.S. For our analytical reference standards and services segment, we use international distributors to market and sell to several foreign countries or markets. Theuse of distributors in some international markets has proven to be more effective than direct sales. For our regulatory consulting operations, we engage onconsulting projects for customers all over the world, including Europe, South America, and Asia. Consulting revenues are generated from an existing well-established list of Fortune 1000 customers and referrals. Government Regulation Some of our operations are subject to regulation by various United States federal agencies and similar state and international agencies, including the Foodand Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Department of Commerce, the Department of Transportation, the Departmentof Agriculture and other state and international agencies. These regulators govern a wide variety of production activities, from design and development tolabeling, manufacturing, handling, selling and distributing of products. From time to time, federal, state and international legislation is enacted that mayhave the effect of materially increasing the cost of doing business or limiting or expanding our permissible activities. We cannot predict whether or whenpotential legislation or regulations will be enacted, and, if enacted, the effect of such legislation, regulation, implementation, or any implemented regulationsor supervisory policies would have on our financial condition or results of operations. In addition, the outcome of any litigation, investigations orenforcement actions initiated by state or federal authorities could result in changes to our operations being necessary and in increased compliance costs. -7- U.S. FDA Regulation In the United States dietary supplements and food are subject to FDA regulations. For example, the FDA’s final rule on Good Manufacturing Practices(“GMPs”) for dietary supplements published in June 2007 requires companies to evaluate products for identity, strength, purity and composition. Theseregulations, in some cases, particularly for new ingredients, require a notification that must be submitted to the FDA along with evidence of safety. Inaddition, depending on the type of product, whether a dietary supplement, cosmetic, food, or pharmaceutical, the FDA, under the Food, Drug and CosmeticAct (the "FDCA"), can regulate: ● product testing; ● ingredient testing; ● documentation process, batch records, specifications; ● product labeling; ● product manufacturing and storage; ● NDI status; ● health claims, advertising and promotion; and ● product sales and distribution. The FDCA has been amended several times with respect to dietary supplements, most notably by the Dietary Supplement Health and Education Act of 1994(“DSHEA”). DSHEA established a new framework for governing the composition and labeling of dietary supplements. Generally, under DSHEA, dietaryingredients that were marketed in the United States before October 15, 1994, may be used in dietary supplements without notifying the FDA. However, anNDI (a dietary ingredient that was not marketed in the United States before October 15, 1994) is subject to NDI notification that must be submitted to theFDA unless the ingredient has previously been “present in the food supply as an article used for food” without being “chemically altered.” An NDInotification must provide the FDA with evidence of a “history of use or other evidence of safety” establishing that the use of the dietary ingredient “willreasonably be expected to be safe.” An NDI notification must be submitted to the FDA at least 75 days before the initial marketing of the NDI. There can beno assurance that the FDA will accept the evidence of safety for any NDIs that we may want to commercialize, and the FDA’s refusal to accept such evidencecould prevent the marketing of such dietary ingredients. The FDA is in the process of developing guidance for the industry that will aim to clarify the FDA’sinterpretation of the NDI notification requirements, and this guidance may raise new and significant regulatory barriers for NDIs. For any new ingredient developed by us to be used in conventional food or beverage products in the United States, the product either must be approved bythe FDA as a food additive pursuant to a food additive petition ("FAP") or be generally recognized as safe ("GRAS"). The FDA does not have to approve acompany’s determination that an ingredient is GRAS. However, a company can notify the FDA of its determination. There can be no assurance that the FDAwill approve any FAP for any ingredient that we may want to commercialize, or agree with our determination that an ingredient is GRAS, either of whichcould prevent the marketing of such ingredient. U.S. Advertising Regulations In addition to FDA regulations, the FTC regulates the advertising of dietary supplements, foods, cosmetics, and over-the-counter ("OTC"), drugs. In recentyears, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to adequately substantiate claims made inadvertising or for the use of false or misleading advertising claims. These enforcement actions have often resulted in consent decrees and the payment of civilpenalties, restitution, or both, by the companies involved. We may be subject to regulation under various state and local laws that include provisionsgoverning, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements, foods, cosmeticsand OTC drugs. In addition, The National Advertising Division of the Council of Better Business Bureaus reviews national advertising for truthfulness and accuracy. TheNational Advertising Division of the Council of Better Business Bureaus uses a form of alternative dispute resolution, working closely with in-house counsel,marketing executives, research and development departments and outside consultants to decide whether claims have been substantiated. -8- International Regulations Our international sales for the consumer products segment and ingredients segment are subject to foreign government regulations, which vary substantiallyfrom country to country. The time required to obtain approval by a foreign country may be longer or shorter than that required for FDA approval, and therequirements may differ. We may be unable to obtain on a timely basis, if at all, any foreign government approvals necessary for the marketing of ourproducts abroad. Regulation in Europe is exercised primarily through the European Union, which regulates the combined market of each of its member states. Other countries,such as Switzerland, have voluntarily adopted laws and regulations that mirror those of the European Union with respect to dietary ingredients. Major Customers Major customers who accounted for more than 10% of the Company’s total sales were as follows: Years Ended Major Customers 2018 2017 A.S. Watson Group - Related Party * 19.4%Thorne Research * 10.2%Life Extension 10.0% * * Represents less than 10%. Generally, we do not depend upon a single customer, or a few customers, and the loss of any one or more would not have a material adverse effect on theCompany. However, due to the volume of consumer products and ingredients we are selling in relation to the overall Company’s sales, we do expect that attimes one or more of our customers may account for more than 10% of the Company’s sales. Competitive Business Conditions For our consumer products segment, we are in direct competition with Elysium Health who offers a similar product to our TRU NIAGEN®. There are also fewresellers of NIAGEN® as consumer products that are our customers. We believe these resellers are focused on specific channels that we believe arecomplementary to our business. For our ingredients segment, we face little direct competition as the ingredients we offer are backed by intellectual property exclusively licensed to us. We,however, face strong indirect competition from other ingredient suppliers who may supply alternative ingredients that may have similar characteristics toingredients we offer. Below is a list of some of the competitors for our ingredients segment. -9- Ingredients Business Segment Competitors ● Royal DSM (the Netherlands) ● Glanbia plc (Ireland) ● BASF (Germany) ● Lonza Group Ltd (Switzerland) ● Sabinsa Corporation (India/USA) For the analytical reference standards and services segment, we face competition within the standardization and quality testing niche of the natural productsmarket. Below is a current list of certain competitors. These competitors have already developed reference standards or services or are currently taking stepsto develop botanical standards. Of the competitors listed, some currently sell fine chemicals, which, by default, are sometimes used as reference standards, andothers are closely aligned with our market niche to reduce any barriers to entry if these companies wish to compete. Analytical Reference Standards and Services Segment Competitors ● Sigma-Aldrich (USA) ● Phytolab (Germany) ● US Pharmacopoeia (USA) ● Extrasynthese (France) For regulatory consulting operations there are numerous competitors, including some that are much larger companies with more resources. The success inwinning and retaining clients is heavily dependent on the efforts and reputation of our consultants. We believe the barriers to entry in areas of our consultingexpertise are low. Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration We currently protect our intellectual property through patents, trademarks, designs and copyrights on our products and services. Our business strategy is touse the intellectual property harnessed from our analytical reference standards and services segment as the basis for providing new proprietary ingredients toour customers. Our strategy is to develop these proprietary ingredients on our own as well as to license our intellectual property to companies who willcommercialize it. We anticipate that the net result will be a long-term flow of intellectual property milestone and royalty payments to us. -10- The following table sets forth our existing patents and those to which we have licensed rights: PatentNumber Title Filing Date Issued Date Expires Licensor 6,852,342 Compounds for altering food intake inhumans3/26/20022/8/20052/12/2022Co-owned by Avoca, Inc. andChromaDex 7,205,284 Potent immunostimulants frommicroalgae7/10/20014/17/20073/9/2022Licensed from University of Mississippi 7,776,326 Methods and compositions for treatingneuropathies6/3/20058/17/20106/3/2025Licensed from Washington University 7,846,452 Potent immunostimulatory extracts frommicroalgae7/28/200510/7/20107/28/2025Licensed from University of Mississippi 8,106,184 Nicotinyl Riboside Compositions andMethods of Use11/17/20061/31/201211/17/2026Licensed from Cornell University 8,114,626 Yeast strain and method for using thesame to produce Nicotinamide Riboside3/26/20092/14/20123/26/2029Licensed from Dartmouth College 8,133,917 Pterostilbene as an agonist for theperoxisome proliferator-activatedreceptor alpha isoform10/25/20103/13/201210/25/2030Licensed from the University ofMississippi and U.S. Department ofAgriculture 8,197,807 Nicotinamide Riboside Kinasecompositions and Methods for using thesame11/20/20076/12/201211/20/2027Licensed from Dartmouth College 8,227,510 Combine use of pterostilbene andquercetin to produce cancer treatmentmedicaments7/19/20057/24/20127/19/2025Licensed from Green Molecular S.L. 8,252,845 Pterostilbene as an agonist for theperoxisome proliferator-activatedreceptor alpha isoform2/1/20128/28/20122/1/2032Licensed from the University ofMississippi and U.S. Department ofAgriculture -11- 8,318,807 Pterostilbene Caffeine Co-Crystal Forms7/30/201011/27/20127/30/2030Licensed from Laurus Labs PrivateLimited 8,383,086 Nicotinamide Riboside Kinasecompositions and Methods for using thesame4/12/20122/26/20134/12/2032Licensed from Dartmouth College 8,399,712 Pterostilbene cocrystals7/30/20103/19/20137/30/2020Licensed from Laurus Labs PrivateLimited 8,524,782 Key intermediate for the preparation ofStilbenes, solid forms of Pterostilbene,and methods for making the same6/1/20099/3/20136/1/2029Licensed from Laurus Labs PrivateLimited 8,809,400 Method to Ameliorate Oxidative Stressand Improve Working Memory ViaPterostilbene Administration6/10/20088/19/20146/10/2028Licensed from the University ofMississippi and U.S. Department ofAgriculture 8,841,350 Method for treating non-melanoma skincancer by inducing UDP-Glucuronosyltransferase activity usingpterostilbene5/8/20129/22/20145/8/2032Co-owned by ChromaDex andUniversity of California 8,889,126 Methods and compositions for treatingneuropathies5/28/201011/18/20145/28/2030Licensed from Washington University 9,000,147 Nicotyl riboside compositions andmethods of use1/17/20124/7/20151/17/2032Licensed from Cornell University 9,028,887 Method improve spatial memory viapterostilbene administration5/22/20145/12/20155/22/2034Licensed from the University ofMississippi and U.S. Department ofAgriculture 9,295,688 Methods and compositions for treatingneuropathies10/10/20143/29/201610/10/2034Licensed from Washington University 9,321,797 Nicotyl riboside compositions andmethods of use11/17/20144/26/201611/17/2034Licensed from Cornell University 9,439,875 Anxiolytic effect of pterostilbene5/11/20119/13/20165/11/2031Licensed from the University ofMississippi and U.S. Department ofAgriculture 9,975,915 Nicotinamide riboside kinasecompositions and methods for using thesame4/12/20122/26/20134/12/2032Licensed from Dartmouth College -12- Manufacturing We currently utilize third-party manufacturers to produce and supply dietary supplement, ingredients, products, and services. Following the receipt ofproducts or product components from third-party manufacturers, we currently inspect products as needed. We expect to reserve the right to inspect and ensureconformance of each product and product component to our specifications. We will also consider manufacturing certain products or product componentsinternally, if our capacity permits, when demand or quality requirements make it appropriate to do so. We intend to work with manufacturing companies that can meet the standards imposed by the FDA, the International Organization for Standardization andthe quality standards that we will require for our own internal policies and procedures. We expect to monitor and manage supplier performance through acorrective action program developed by us. We believe these manufacturing relationships can minimize our capital investment, help control costs, and allowus to compete with larger volume manufacturers of dietary supplements, phytochemicals and ingredients. Sources and Availability of Raw Materials For all three business segments, we believe that we have identified reliable sources and suppliers of ingredients, chemicals, phytochemicals and referencematerials that will provide products in compliance with our guidelines. Research and Development We have completed the first human clinical trial on our proprietary ingredient NIAGEN® and the results demonstrated that a single dose of NIAGEN®resulted in statistically significant increases in the co-enzyme NAD+ in healthy human volunteers. In addition, no adverse events were observed. In 2015,NIAGEN® was recognized by the FDA as a “New Dietary Ingredient.” NIAGEN® was also “Generally Recognized as Safe” by an independent panel ofexpert toxicologists and in August 2016, the FDA issued a GRAS No Objection Letter. In 2018, we completed a second human clinical trial on NR which evaluated the effect of repeated doses of NIAGEN® on NAD+ metabolite concentrations inblood, urine and muscle in healthy adults. This study evaluated the impacts of three dose levels of NIAGEN® compared to a placebo. One quarter of subjectsreceived the low dose of NIAGEN® (100 mg), one quarter received the moderate dose of NIAGEN® (300 mg), one quarter received the higher dose ofNIAGEN® (1,000 mg) and one quarter received the placebo. The results showed that NAD levels rose in response to the dose of NIAGEN® and the elevatedblood NAD levels were sustained throughout the eight-week treatment period. Through our research and development laboratory in Longmont, Colorado, we intend to manufacture at a process scale for products that we are planning totake to market as well as explore cost saving processes for existing products. Research and development costs for the fiscal years ended December 31, 2018, and December 30, 2017, were approximately $5.5 million and $4.0 million,respectively. -13- Environmental Compliance We will incur significant expense in complying with GMPs and safe handling and disposal of materials used in our research and manufacturing activities. Wedo not anticipate incurring additional material expense to comply with federal, state and local environmental laws and regulations. Working Capital The Company’s working capital at the end of years 2018 and 2017 was approximately $3.1 million and $7.4 million, respectively. The Company measuresworking capital by adding trade receivables and inventories, and subtracting accounts payable. Most of the working capital is consumed by our consumerproducts segment and ingredients segment as the operations require a large amount of inventory to be on hand. As the consumer products segment andingredients segment grow, more working capital will likely be needed to support the operations. Backlog Orders For our consumer products segment where we ship products internationally to a distributor, we may have a backlog from time to time as the production ofTRU NIAGEN® finished bottles require up to three months lead time by our third-party contract manufacturers. As of December 31, 2018, we did not haveany backlog orders from the distributor as all orders received have been shipped. For products that are directly shipped to consumers, we have minimalbacklog orders as we carry inventory on hand to ship upon the receipt of order. For our ingredients segment, we also have minimal backlog orders as we carry inventory on hand for most of the products we offer and we ship upon thereceipt of customer’s order. For our analytical reference standards and services segment, we normally have a small backlog of orders for reference standards. These orders amount toapproximately $25,000 or less. Because we list over 1,500 phytochemicals and 300 botanical reference materials in our catalog, we may not always have theitems in stock at the time of customers’ orders. These backlog orders are normally fulfilled within 2 to 3 months. Facilities For information on our facilities, see “Properties” in Item 2 of this Form 10-K. Employees As of December 31, 2018, ChromaDex (including Healthspan Research LLC and ChromaDex Analytics, Inc.) had approximately 100 employees, all of whomwere full-time. We consider our relationships with our employees to be satisfactory. None of our employees is covered by a collective bargaining agreement. Financial Information about Geographic Areas Please refer to Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K for financial information about geographic areas. -14- Available Information Our Internet website address is www.chromadex.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into,this Annual Report on Form 10-K. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asamended, as soon as reasonably practical after we file such material with, or furnish it to, the Securities and Exchange Commission. This information is alsoavailable in print to any shareholder who requests it, with any such requests addressed to ChromaDex Corporation, 10900 Wilshire Blvd. Ste 650, LosAngeles, CA 90024. Certain of these documents may also be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet websitethat contains reports, and other information regarding issuers that file electronically with the SEC at www.sec.gov. We also make available free of charge onour website our Code of Business Conduct and Ethics, and the Charters of our Audit Committee, Nominating and Corporate Governance Committee, andCompensation Committee of our Board of Directors. Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. Current investors and potential investors should consider carefully the risks and uncertaintiesdescribed below together with all other information contained in this Form 10-K before making investment decisions with respect to our common stock. Ifany of the following risks occurs, our business, financial condition, results of operations and our future growth prospects would be materially andadversely affected. Under these circumstances, the trading price and value of our common stock could decline, resulting in a loss of all or part of yourinvestment. The risks and uncertainties described in this Form 10-K are not the only ones facing our Company. Additional risks and uncertainties of whichwe are not presently aware, or that we currently consider immaterial, may also affect our business operations. Risks Related to our Company and our Business We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raisesufficient capital on favorable terms or at all. We have a history of losses and may continue to incur operating and net losses for the foreseeable future. We incurred net losses of approximately $33.3million and $11.4 million for the years ended December 31, 2018 and December 30, 2017, respectively. As of December 31, 2018, our accumulated deficitwas approximately $90 million. We have not achieved profitability on an annual basis. We may not be able to reach a level of revenue to continue to achieveand sustain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve andsustain profitability in the near future or at all, which may depress our stock price. As of December 31, 2018, our cash and cash equivalents totaled approximately $22.6 million. While we anticipate that our current cash, cash equivalents andcash to be generated from operations will be sufficient to meet our projected operating plans through at least the next twelve months, we may requireadditional funds, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtainsuch additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. If adequate financing is notavailable, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrativeoperations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company. -15- Our capital requirements will depend on many factors. Our capital requirements will depend on many factors, including: ●the revenues generated by sales of our products; ●the costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives and obtainrequired regulatory approvals and clearances; ●the expenses we incur in developing and commercializing our products, including the cost of obtaining and maintaining regulatory approvals; and ●unanticipated general and administrative expenses, including expenses involved with our ongoing litigation with Elysium. Because of these factors, we may seek to raise additional capital within the next twelve months both to meet our projected operating plans after the nexttwelve months and to fund our longer term strategic objectives. Additional capital may come from public and private equity or debt offerings, borrowingsunder lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance we will besuccessful in raising these additional funds. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders mayexperience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. Inaddition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to ourproducts or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be ableto develop or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of future opportunities,or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve ourdevelopment and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition. We are currently engaged in substantial and complex litigation with Elysium Health, Inc. and Elysium Health LLC ("Elysium"), the outcome of whichcould materially harm our business and financial results. We are currently engaged in litigation with Elysium, a customer that represented 19% of our net sales for the year ended December 31, 2016. Elysium hasmade no purchases from us since August 9, 2016. The litigation includes multiple complaints and counterclaims by us and Elysium in venues in Californiaand New York, as well as a patent infringement complaint filed by the Company and Trustees of Dartmouth College. For further details on this litigation,please refer to Part I, Item 3 of this Annual Report on Form 10-K. The litigation is substantial and complex, and it has caused and could continue to cause us to incur significant costs, as well as distract our management overan extended period. The litigation may substantially disrupt our business and we cannot assure you that we will be able to resolve the litigation on termsfavorable to us. If we are unsuccessful in resolving the litigation on favorable terms to us, we may be forced to pay compensatory and punitive damages andrestitution for any royalty payments that we received from Elysium, which payments could materially harm our business, or be subject to other remedies,including injunctive relief. In addition, Elysium has not paid us approximately $2.7 million for previous purchase orders. We may not collect the full amountowed to us by Elysium, and as a result, we may have to write off a large portion of that amount as uncollectible expense. We cannot predict the outcome ofour litigation with Elysium, which could have any of the results described above or other results that could materially adversely affect our business. Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results. One of our customers accounted for approximately 10% of our sales during the year ended December 31, 2018. Any interruption in our relationship ordecline in our business with this customer or other customers upon whom we become highly dependent could cause harm to our business. Factors that couldinfluence our relationship with our customers upon whom we may become highly dependent include: ●our ability to maintain our products at prices that are competitive with those of our competitors; ●our ability to maintain quality levels for our products sufficient to meet the expectations of our customers; -16- ●our ability to produce, ship and deliver a sufficient quantity of our products in a timely manner to meet the needs of our customers; ●our ability to continue to develop and launch new products that our customers feel meet their needs and requirements, with respect to cost, timeliness,features, performance and other factors; ●our ability to provide timely, responsive and accurate customer support to our customers; and ●the ability of our customers to effectively deliver, market and increase sales of their own products based on ours. In an effort to promote and better market our consumer products, we have made a strategic decision to not ship NIAGEN® to certain ingredient segmentcustomers, which could potentially materially adversely affect our overall sales. By developing and selling TRU NIAGEN®, our own consumer standalone NIAGEN® supplement product, we are in direct competition with some of ourcurrent ingredients segment customers that use NIAGEN® in the products that are sold to consumers. In an effort to promote and better market our consumerproduct, we have made a strategic decision not to ship NIAGEN® to certain ingredients segment customers, which will have a negative effect on ouringredient segment sales. For example, sales for our ingredients segment for the year ended December 31, 2018 decreased 23% compared to the year endedDecember 30, 2017. Additionally, as our own consumer product becomes more prominent and widely adopted by consumers, the competition with ourconsumer product could potentially further harm the sales of our ingredients segment business, and our sales of NIAGEN® for our ingredients segment mayfurther decrease. The sales of our consumer product may not outweigh the decrease in sales of our ingredients segment, which would lead to an overalldecrease in our sales. Sales for our ingredients segment represented approximately 27% of the Company’s revenue for 2018, and sales of NIAGEN®accounted for approximately 60% of our ingredient segment’s total sales in 2018, or 16% of our overall revenue, so any harm to our NIAGEN® ingredientsales, if not compensated for by sales of our consumer product, may materially adversely affect our business. Our future success largely depends on sales of our TRU NIAGEN® product. In connection with our strategic shift from an ingredient and testing company to a consumer focused company, we expect to generate a significant percentageof our future revenue from sales of our TRU NIAGEN® product. As a result, the market acceptance of TRU NIAGEN® is critical to our continued success, andif we are unable to expand market acceptance of TRU NIAGEN®, our business, results of operations, financial condition, liquidity and growth prospectswould be materially adversely affected. Decline in the state of the global economy and financial market conditions could adversely affect our ability to conduct business and our results ofoperations. Global economic and financial market conditions, including disruptions in the credit markets and the impact of the global economic deterioration maymaterially impact our customers and other parties with whom we do business. These conditions could negatively affect our future sales of our ingredient linesas many consumers consider the purchase of nutritional products discretionary. Decline in general economic and financial market conditions couldmaterially adversely affect our financial condition and results of operations. Specifically, the impact of these volatile and negative conditions may includedecreased demand for our products and services, a decrease in our ability to accurately forecast future product trends and demand, and a negative impact onour ability to timely collect receivables from our customers. The foregoing economic conditions may lead to increased levels of bankruptcies, restructuringsand liquidations for our customers, scaling back of research and development expenditures, delays in planned projects and shifts in business strategies formany of our customers. Such events could, in turn, adversely affect our business through loss of sales. -17- We may need to increase the size of our organization, and we can provide no assurance that we will successfully expand operations or manage growtheffectively. Our significant increase in the scope and the scale of our product launches, including the hiring of additional personnel, has resulted in significantly higheroperating expenses. As a result, we anticipate that our operating expenses will continue to increase. Expansion of our operations may also cause a significantdemand on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon asignificant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety ofsystems, procedures and controls. There can be no assurance that significant problems in these areas will not occur. Any failure to expand these areas andimplement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverseeffect on our business, financial condition and results of operations. There can be no assurance that our attempts to expand our marketing, sales,manufacturing and customer support efforts will be successful or will result in additional sales or profitability in any future period. As a result of theexpansion of our operations and the anticipated increase in our operating expenses, as well as the difficulty in forecasting revenue levels, we expect tocontinue to experience significant fluctuations in our results of operations. Changes in our business strategy, including entering the consumer product market, or restructuring of our businesses may increase our costs or otherwiseaffect the profitability of our businesses. As changes in our business environment occur we may adjust our business strategies to meet these changes or we may otherwise decide to restructure ouroperations or businesses or assets. In addition, external events including changing technology, changing consumer patterns and changes in macroeconomicconditions may impair the value of our assets. When these changes or events occur, we may incur costs to change our business strategy and may need to writedown the value of assets. In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returnson new investments may be lower than prior to the change in strategy or restructuring. For example, if we are not successful in developing our consumerproduct business, our sales may decrease and our costs may increase. The success of our consumer product and ingredient business is linked to the size and growth rate of the vitamin, mineral and dietary supplement marketand an adverse change in the size or growth rate of that market could have a material adverse effect on us. An adverse change in the size or growth rate of the vitamin, mineral and dietary supplement market could have a material adverse effect on our business.Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control,including media attention and scientific research, which may be positive or negative. -18- The future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketingefforts and our ability to select effective markets and media in which to market and advertise. Our consumer products business success depends on our ability to attract and retain customers, which significantly depends on our marketing practices. Ourfuture growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing efforts, including our ability to: ●create greater awareness of our brand; ●identify the most effective and efficient levels of spending in each market, media and specific media vehicle; ●determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures; ●effectively manage marketing costs (including creative and media) to maintain acceptable customer acquisition costs; ●acquire cost-effective television advertising; ●select the most effective markets, media and specific media vehicles in which to market and advertise; and ●convert consumer inquiries into actual orders. Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverseeffect on our business. We believe the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritionalsupplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced byscientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding the consumption of nutritionalsupplements. We cannot assure you that future scientific research, findings, regulatory proceedings, litigation, media attention or other favorable researchfindings or publicity will be favorable to the nutritional supplement market or any product, or consistent with earlier publicity. Future research reports,findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, such earlierresearch reports, findings or publicity could have a material adverse effect on the demand for our products and consequently on our business, results ofoperations, financial condition and cash flows. Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention orother publicity, if accurate or with merit, could have a material adverse effect on the demand for our products, the availability and pricing of our ingredients,and our business, results of operations, financial condition and cash flows. Further, adverse public reports or other media attention regarding the safety,efficacy and quality of nutritional supplements in general, or our products specifically, or associating the consumption of nutritional supplements withillness, could have such a material adverse effect. Any such adverse public reports or other media attention could arise even if the adverse effects associatedwith such products resulted from consumers’ failure to consume such products appropriately or as directed and the content of such public reports and othermedia attention may be beyond our control. We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income. As a consumer product and ingredient supplier we market and manufacture products designed for human and animal consumption, we are subject to productliability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that areclassified as food ingredients, dietary supplements, or natural health products, and, in most cases, are not necessarily subject to pre-market regulatoryapproval in the United States. Some of our products contain innovative ingredients that do not have long histories of human consumption. Previouslyunknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, the products we sell are produced by third-partymanufacturers. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do notmanufacture. We may, in the future, be subject to various product liability claims, including, among others, that our products include inadequate instructionsfor use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result inincreased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results ofoperations, financial condition and cash flows. -19- We acquire a significant amount of key ingredients for our products from foreign suppliers, and may be negatively affected by the risks associated withinternational trade and importation issues. We acquire a significant amount of key ingredients for a number of our products from suppliers outside of the United States, particularly India andChina. Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among otherfactors, delays in shipments, changes in economic and political conditions, quality assurance, nonconformity to specifications or laws and regulations, tariffs,trade disputes and foreign currency fluctuations. While we have a supplier certification program and audit and inspect our suppliers’ facilities as necessaryboth in the United States and internationally, we cannot assure you that raw materials received from suppliers outside of the United States will conform to allspecifications, laws and regulations. There have in the past been quality and safety issues in our industry with certain items imported from overseas. We mayincur additional expenses and experience shipment delays due to preventative measures adopted by the Indian and U.S. governments, our suppliers and ourcompany. The insurance industry has become more selective in offering some types of coverage and we may not be able to obtain insurance coverage in the future. The insurance industry has become more selective in offering some types of insurance, such as product liability, product recall, property and directors’ andofficers’ liability insurance. Our current insurance program is consistent with both our past level of coverage and our risk management policies. However, wecannot assure you that we will be able to obtain comparable insurance coverage on favorable terms, or at all, in the future. Certain of our customers as well asprospective customers require that we maintain minimum levels of coverage for our products. Lack of coverage or coverage below these minimum requiredlevels could cause these customers to materially change business terms or to cease doing business with us entirely. If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected. We may be exposed to product recalls and adverse public relations if our products are alleged to be mislabeled or to cause injury or illness, or if we arealleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operatingprofit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead todecreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operationsand increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows. We depend on key personnel, the loss of any of which could negatively affect our business. We depend greatly on Frank L. Jaksch Jr., Robert N. Fried, Kevin M. Farr, Mark J. Friedman, Lisa Bratkovich and Matthew Roberts, who are our ExecutiveChairman of the Board, Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Marketing Officer and Chief Scientific Officer, respectively.We also depend greatly on other key employees, including key scientific and marketing personnel. In general, only highly qualified and trained scientistshave the necessary skills to develop our products and provide our services. Only marketing personnel with specific experience and knowledge in health careare able to effectively market our products. In addition, some of our manufacturing, quality control, safety and compliance, information technology, salesand e-commerce related positions are highly technical as well. We face intense competition for these professionals from our competitors, customers,marketing partners and other companies throughout the industries in which we compete. Our success will depend, in part, upon our ability to attract andretain additional skilled personnel, which will require substantial additional funds. There can be no assurance that we will be able to find and attractadditional qualified employees or retain any such personnel. Our inability to hire qualified personnel, the loss of services of our key personnel, or the loss ofservices of executive officers or key employees that may be hired in the future may have a material and adverse effect on our business. -20- Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control. We are subject to the following factors, among others, that may negatively affect our operating results: ●the announcement or introduction of new products by our competitors; ●our ability to upgrade and develop our systems and infrastructure to accommodate growth; ●the decision by significant customers to reduce purchases; ●disputes and litigation with competitors; ●our ability to attract and retain key personnel in a timely and cost-effective manner; ●technical difficulties; ●the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure; ●regulation by federal, state or local governments; and ●general economic conditions as well as economic conditions specific to the healthcare industry. As a result of our limited operating history and the nature of the markets in which we compete, it is extremely difficult for us to make accurate forecasts. Wehave based our current and future expense levels largely on our investment plans and estimates of future events although certain of our expense levels are, toa large extent, fixed. Assuming our products reach the market, we may be unable to adjust spending in a timely manner to compensate for any unexpectedrevenue shortfall. Accordingly, any significant shortfall in revenues relative to our planned expenditures would have an immediate adverse effect on ourbusiness, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to timemake certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financialcondition. Due to the foregoing factors, our revenues and operating results are and will remain difficult to forecast. We face significant competition, including changes in pricing. The markets for our products and services are both competitive and price sensitive. Many of our competitors have significant financial, operations, sales andmarketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and servicesor even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our businesscould be seriously harmed. The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors havecompeted in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce salesrevenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses. We believe that customers in our markets display a significant amount of loyalty to their supplier of a particular product. To the extent we are not the first todevelop, offer and/or supply new products, customers may buy from our competitors or make materials themselves, causing our competitive position to suffer. -21- Many of our competitors are larger and have greater financial and other resources than we do. Our products compete and will compete with other similar products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distributional, personnel and other resources than we possess. Using theseresources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts bycompetitors, and enter into new markets more rapidly to introduce new products. In certain instances, competitors with greater financial resources also may beable to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products orpresent cost features that consumers may find attractive. We may never develop any additional products to commercialize. We have invested a substantial amount of our time and resources in developing various new products. Commercialization of these products will requireadditional development, clinical evaluation, regulatory approval, significant marketing efforts and substantial additional investment before they can provideus with any revenue. Despite our efforts, these products may not become commercially successful products for a number of reasons, including but not limitedto: ●we may not be able to obtain regulatory approvals for our products, or the approved indication may be narrower than we seek; ●our products may not prove to be safe and effective in clinical trials; ●we may experience delays in our development program; ●any products that are approved may not be accepted in the marketplace; ●we may not have adequate financial or other resources to complete the development or to commence the commercialization of our products or will nothave adequate financial or other resources to achieve significant commercialization of our products; ●we may not be able to manufacture any of our products in commercial quantities or at an acceptable cost; ●rapid technological change may make our products obsolete; ●we may be unable to effectively protect our intellectual property rights or we may become subject to claims that our activities have infringed theintellectual property rights of others; and ●we may be unable to obtain or defend patent rights for our products. We may not be able to partner with others for technological capabilities and new products and services. Our ability to remain competitive may depend, in part, on our ability to continue to seek partners that can offer technological improvements and improveexisting products and services that are offered to our customers. We are committed to attempting to keep pace with technological change, to stay abreast oftechnology changes and to look for partners that will develop new products and services for our customer base. We cannot assure prospective investors thatwe will be successful in finding partners or be able to continue to incorporate new developments in technology, to improve existing products and services, orto develop successful new products and services, nor can we be certain that newly developed products and services will perform satisfactorily or be widelyaccepted in the marketplace or that the costs involved in these efforts will not be substantial. -22- If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed. Dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic customers are often subject torigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them. A failure tomaintain, or, in some instances, upgrade our quality standards to meet our customers’ needs, could cause damage to our reputation and potentially substantialsales losses. Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, whichwould have a material and adverse effect on us. Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, aswell as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect ourproprietary technology, including our licensed technology. However, these legal means afford only limited protection and may not adequately protect ourrights or permit us to gain or keep any competitive advantage. For example, our pending United States and foreign patent applications may not issue aspatents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated. In addition, ourpending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents. Both thepatent application process and the process of managing patent disputes can be time consuming and expensive. Competitors may be able to design around ourpatents or develop products which provide outcomes which are comparable or even superior to ours. Steps that we have taken to protect our intellectualproperty and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of ourofficers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in theevent of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectualproperty rights to the same extent as do the laws of the United States. In the event a competitor infringes our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain,difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could beexpensive and time consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rightsor to defend our patents rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material andadverse effect on our business, results of operations and financial condition. Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected. We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage. Whether a patent is valid, orwhether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents,patent applications and/or other intellectual property rights would be upheld. If one or more of those patents, patent applications, licenses and otherintellectual property rights are invalidated, rejected or found unenforceable, that could reduce or eliminate any competitive advantage we might otherwisehave had. We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us fromdeveloping our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetarydamages. Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop. Whether a product infringesa patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, wecannot be certain that we have not infringed the intellectual property rights of others. There may be third-party patents or patent applications with claims tomaterials, formulations, methods of manufacture or methods for use related to the use or manufacture of our products, and our potential competitors mayassert that some aspect of our product infringes their patents. Because patent applications may take years to issue, there also may be applications nowpending of which we are unaware that may later result in issued patents upon which our products could infringe. There also may be existing patents orpending patent applications of which we are unaware upon which our products may inadvertently infringe. -23- Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’sattention from our business and harm our reputation. If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringethem, we could be prohibited from manufacturing or selling any product that is found to infringe unless we could obtain licenses to use the technologycovered by the patent or are able to design around the patent. We may be unable to obtain such a license on terms acceptable to us, if at all, and we may notbe able to redesign our products to avoid infringement, which could materially impact our revenue. A court could also order us to pay compensatory damagesfor such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could besubstantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarilyor permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedialactivities. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties. The prosecution and enforcement of patents licensed to us by third parties are not within our control. Without these technologies, our products may not besuccessful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties. We have obtained licenses from third parties for patents and patent application rights related to the products we are developing, allowing us to useintellectual property rights owned by or licensed to these third parties. We do not control the maintenance, prosecution, enforcement or strategy for many ofthese patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability. If anythird party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, wemay become subject to infringement or misappropriate claims or lose our competitive advantage. Without access to these technologies or suitable design-around or alternative technology options, our ability to conduct our business could be impaired significantly. We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed allegedtrade secrets of others. Some of our employees were previously employed at other dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories,pharmaceutical and cosmetic companies. We may also hire additional employees who are currently employed at other such companies, including ourcompetitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with oneor more of our competitors. We may be subject to claims that these employees or independent contractors have used or disclosed such other party’s tradesecrets or other proprietary information. Litigation may be necessary to defend against these claims. Even if we are successful in defending against theseclaims, litigation could result in substantial costs and be a distraction to our management. If we fail to defend such claims, in addition to paying monetarydamages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability tomarket existing or new products, which could severely harm our business. Litigation may harm our business. Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees,stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time totime with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes oron terms favorable to us. As further described in Part I, Item 3 of this Annual Report on Form 10-K, we are currently involved in substantial and complexlitigation with Elysium. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage,requiring us to provide additional reserves to address these liabilities, therefore impacting profits. -24- Our sales and results of operations for our analytical reference standards and services segment depend on our customers’ research and development effortsand their ability to obtain funding for these efforts. Our analytical reference standards and services segment customers include researchers at pharmaceutical and biotechnology companies, chemical and relatedcompanies, academic institutions, government laboratories and private foundations. Fluctuations in the research and development budgets of theseresearchers and their organizations could have a significant effect on the demand for our products. Our customers determine their research and developmentbudgets based on several factors, including the need to develop new products, the availability of governmental and other funding, competition and thegeneral availability of resources. As we continue to expand our international operations, we expect research and development spending levels in marketsoutside of the United States will become increasingly important to us. Research and development budgets fluctuate due to changes in available resources, spending priorities, general economic conditions, institutional andgovernmental budgetary limitations and mergers of pharmaceutical and biotechnology companies. Our business could be harmed by any significant decreasein life science and high technology research and development expenditures by our customers. In particular, a small portion of our sales has been toresearchers whose funding is dependent on grants from government agencies such as the United States National Institute of Health, the National ScienceFoundation, the National Cancer Institute and similar agencies or organizations. Government funding of research and development is subject to the politicalprocess, which is often unpredictable. Other departments, such as Homeland Security or Defense, or general efforts to reduce the United States federal budgetdeficit could be viewed by the government as a higher priority. Any shift away from funding of life science and high technology research and development ordelays surrounding the approval of governmental budget proposals may cause our customers to delay or forego purchases of our products and services, whichcould seriously damage our business. Some of our customers receive funds from approved grants at a particular time of year, many times set by government budget cycles. In the past, such grantshave been frozen for extended periods or have otherwise become unavailable to various institutions without notice. The timing of the receipt of grant fundsmay affect the timing of purchase decisions by our customers and, as a result, cause fluctuations in our sales and operating results. Demand for our products and services are subject to the commercial success of our customers’ products, which may vary for reasons outside our control. Even if we are successful in securing utilization of our products in a customer’s manufacturing process, sales of many of our products and services remaindependent on the timing and volume of the customer’s production, over which we have no control. The demand for our products depends on regulatoryapprovals and frequently depends on the commercial success of the customer’s supported product. Regulatory processes are complex, lengthy, expensive,and can often take years to complete. We may bear financial risk if we under-price our contracts or overrun cost estimates. In cases where our contracts are structured as fixed price or fee-for-service with a cap, we bear the financial risk if we initially under-price our contracts orotherwise overrun our cost estimates. Such underpricing or significant cost overruns could have a material adverse effect on our business, results ofoperations, financial condition and cash flows. We rely on single or a limited number of third-party suppliers for the raw materials required to produce our products. Our dependence on a limited number of third-party suppliers or on a single supplier, and the challenges we may face in obtaining adequate supplies of rawmaterials, involve several risks, including limited control over pricing, availability, quality and delivery schedules. We cannot be certain that our currentsuppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and qualityrequirements. Any supply interruption in limited or sole sourced raw materials could materially harm our ability to manufacture our products until a newsource of supply, if any, could be identified and qualified. Although we believe there are other suppliers of these raw materials, we may be unable to find asufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers coulddelay the development and commercialization of our products, or interrupt production of then existing products that are already marketed, which would havea material adverse effect on our business. -25- We may not be successful in acquiring complementary businesses or products on favorable terms. As part of our business strategy, we intend to consider acquisitions of similar or complementary businesses or products. No assurance can be given that wewill be successful in identifying attractive acquisition candidates or completing acquisitions on favorable terms. In addition, any future acquisitions will beaccompanied by the risks commonly associated with acquisitions. These risks include potential exposure to unknown liabilities of acquired companies or toacquisition costs and expenses, the difficulty and expense of integrating the operations and personnel of the acquired companies, the potential disruption tothe business of the combined company and potential diversion of our management's time and attention, the impairment of relationships with and the possibleloss of key employees and clients as a result of the changes in management, the incurrence of amortization expenses and write-downs and dilution to theshareholders of the combined company if the acquisition is made for stock of the combined company. In addition, successful completion of an acquisitionmay depend on consents from third parties, including regulatory authorities and private parties, which consents are beyond our control. There can be noassurance that products, technologies or businesses of acquired companies will be effectively assimilated into the business or product offerings of thecombined company or will have a positive effect on the combined company's revenues or earnings. Further, the combined company may incur significantexpense to complete acquisitions and to support the acquired products and businesses. Any such acquisitions may be funded with cash, debt or equity, whichcould have the effect of diluting or otherwise adversely affecting the holdings or the rights of our existing stockholders. If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, ourbusiness could be adversely affected. We depend on information systems throughout our company to control our manufacturing processes, process orders, manage inventory, process and billshipments and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of ourproperty, plant and equipment, and record and pay amounts due vendors and other creditors. If we were to experience a prolonged disruption in ourinformation systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, whichcould adversely affect our overall business operation. If we are unable to maintain sales, marketing and distribution capabilities or maintain arrangements with third parties to sell, market and distribute ourproducts, our business may be harmed. To achieve commercial success for our products, we must sell our product lines and/or technologies at favorable prices. In addition to being expensive,maintaining such a sales force is time-consuming. Qualified direct sales personnel with experience in the natural products industry are in high demand, andthere can be no assurance that we will be able to hire or retain an effective direct sales team. Similarly, qualified independent sales representatives both withinand outside the United States are in high demand, and we may not be able to build an effective network for the distribution of our product through suchrepresentatives. There can be no assurance that we will be able to enter into contracts with representatives on terms acceptable to us. Furthermore, there can beno assurance that we will be able to build an alternate distribution framework should we attempt to do so. We may also need to contract with third parties in order to market our products. To the extent that we enter into arrangements with third parties to performmarketing and distribution services, our product revenue could be lower and our costs higher than if we directly marketed our products. Furthermore, to theextent that we enter into co-promotion or other marketing and sales arrangements with other companies, any revenue received will depend on the skills andefforts of others, and we do not know whether these efforts will be successful. If we are unable to establish and maintain adequate sales, marketing anddistribution capabilities, independently or with others, we will not be able to generate product revenue, and may not become profitable. -26- Our business could be negatively impacted by cyber security threats. In the ordinary course of our business, we use our data centers and our networks to store and access our proprietary business information. We face variouscyber security threats, including cyber security attacks to our information technology infrastructure and attempts by others to gain access to our proprietaryor sensitive information. The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cybersecurity incidents. The result of these incidents could include disrupted operations, lost opportunities, misstated financial data, liability for stolen assets orinformation, increased costs arising from the implementation of additional security protective measures, litigation and reputational damage. Any remedialcosts or other liabilities related to cyber security incidents may not be fully insured or indemnified by other means. Risks Related to Regulatory Approval of Our Products and Other Government Regulations We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including thoseregarding the manufacture of products, advertising and product label claims, the distribution of our products and environmental matters. Failure tocomply with these regulations could subject us to fines, penalties and additional costs. Some of our operations are subject to regulation by various United States federal agencies and similar state and international agencies, including theDepartment of Commerce, the FDA, the FTC, the Department of Transportation and the Department of Agriculture. These regulations govern a wide variety ofproduct activities, from design and development to labeling, manufacturing, handling, sales and distribution of products. If we fail to comply with any ofthese regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase ourcosts and reduce our sales. We are also subject to various federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use and saleof substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and theproducts we manufacture, sell, or distribute. Any failure by us to comply with the applicable government regulations could also result in product recalls orimpositions of fines and restrictions on our ability to carry on with or expand in a portion or possibly all of our operations. If we fail to comply with any or allof these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increaseour costs and reduce our sales. Government regulations of our customer’s business are extensive and are constantly changing. Changes in these regulations can significantly affectcustomer demand for our products and services. The process by which our customers’ industries are regulated is controlled by government agencies and depending on the market segment can be veryexpensive, time consuming, and uncertain. Changes in regulations or the enforcement practices of current regulations could have a negative impact on ourcustomers and, in turn, our business. At this time, it is unknown how the FDA will interpret and to what extent it will enforce GMPs, regulations that willlikely affect many of our customers. These uncertainties may have a material impact on our results of operations, as lack of enforcement or an interpretation ofthe regulations that lessens the burden of compliance for the dietary supplement marketplace may cause a reduced demand for our products and services. Changes in government regulation or in practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could decrease the needfor the services we provide. Governmental agencies throughout the world, including in the United States, strictly regulate the pharmaceutical, dietary supplement, food and cosmeticindustries. Our business involves helping pharmaceutical and biotechnology companies navigate the regulatory drug approval process. Changes inregulation, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatoryrequirements that we have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services.Also, if the government makes efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, our customers mayspend less, or reduce their spending on research and development. If health insurers were to change their practices with respect to reimbursements forpharmaceutical products, our customers may spend less, or reduce their spending on research and development. -27- If we should in the future become required to obtain regulatory approval to market and sell our goods we will not be able to generate any revenues untilsuch approval is received. The pharmaceutical industry is subject to stringent regulation by a wide range of authorities. While we believe that, given our present business, we are notcurrently required to obtain regulatory approval to market our goods because, among other things, we do not (i) produce or market any clinical devices orother products, or (ii) sell any medical products or services to the customer, we cannot predict whether regulatory clearance will be required in the future and,if so, whether such clearance will at such time be obtained for any products that we are developing or may attempt to develop. Should such regulatoryapproval in the future be required, our goods may be suspended or may not be able to be marketed and sold in the United States until we have completed theregulatory clearance process as and if implemented by the FDA. Satisfaction of regulatory requirements typically takes many years, is dependent upon thetype, complexity and novelty of the product or service and would require the expenditure of substantial resources. If regulatory clearance of a good that we propose to propose to market and sell is granted, this clearance may be limited to those particular states andconditions for which the good is demonstrated to be safe and effective, which would limit our ability to generate revenue. We cannot ensure that any goodthat we develop will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval willprevent commercialization of our goods where such clearance is necessary. There can be no assurance that we will obtain regulatory approval of our proposedgoods that may require it. Risks Related to the Securities Markets and Ownership of our Equity Securities The market price of our common stock may be volatile and adversely affected by several factors. The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to: ● our ability to integrate operations, technology, products and services; ● our ability to execute our business plan; ● our operating results are below expectations; ● our issuance of additional securities, including debt or equity or a combination thereof,; ● announcements of technological innovations or new products by us or our competitors; ● acceptance of and demand for our products by consumers; ● media coverage regarding our industry or us; ● litigation; ● disputes with or our inability to collect from significant customers; ● loss of any strategic relationship; -28- ● industry developments, including, without limitation, changes in healthcare policies or practices; ● economic and other external factors; ● reductions in purchases from our large customers; ● period-to-period fluctuations in our financial results; and ● whether an active trading market in our common stock develops and is maintained. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operatingperformance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all. We cannot predict the extent to which an active public market for our common stock will develop or be sustained. This situation may be attributable to anumber of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors andothers in the investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be riskaverse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we havebecome more seasoned and viable. As a consequence, there may be periods of several days or weeks when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without anadverse effect on share price. We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, orthat current trading levels will be sustained or not diminish. We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited tothe value of our common stock. We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. Thepayment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such timeas the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment willonly occur if the common stock price appreciates. Comprehensive tax reform could adversely affect our business and financial condition. On December 22, 2017, U.S. federal income tax signed into law (H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrentresolution on the budget for fiscal year 2018”), informally titled the Tax Cuts and Jobs Act, that significantly revises the Internal Revenue Code of 1986, asamended. The Tax Cuts and Jobs Act, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax ratefrom a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted taxable income (except forcertain small businesses), limitation of the deduction for net operating losses carried forward from taxable years beginning after December 31, 2017 to 80% ofcurrent year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whetherthey are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investmentsinstead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including reducing the businesstax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions). Notwithstanding the reduction in thecorporate income tax rate, the overall impact of the Tax Cuts and Jobs Act is uncertain and our business and financial condition could be adversely affected. In addition, it is unknown if and to what extent various states will conform to the Tax Cuts and Jobs Act. The impact of the Tax Cuts and Jobs Act on holdersof our common stock is likewise uncertain and could be adverse. We urge our stockholders to consult with their legal and tax advisors with respect to thislegislation and the potential tax consequences of investing in or holding our common stock. -29- Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. Our federal net operating losses (“NOL”s) generated in taxable years ending prior to 2018 could expire unused. Under the Tax Cuts and Jobs Act, federalNOLs incurred in taxable years ending after December 31, 2017, may be carried forward indefinitely, but the deductibility of federal NOLs generated in taxyears beginning after December 31, 2017, is limited. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act. In addition,under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an“ownership change,” which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’sability to use its pre-change NOL carryforwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change incomemay be limited. In addition, we may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership some of whichmay be outside of our control. As a result, if we earn net taxable income, our ability to use our pre-ownership change NOL carryforwards to offset U.S. federaltaxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may beperiods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses. If future operations or acquisitions are financed through the issuance of additional equity securities, stockholders could experience significant dilution.Securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferencesof our common stock. In addition, the issuance of shares of our common stock upon the exercise of outstanding options or warrants may result in dilution toour stockholders. We may become involved in securities class action litigation that could divert management’s attention and harm our business. The stock market in general, and the stocks of early stage companies in particular, have experienced extreme price and volume fluctuations. Thesefluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future,the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particularcompany’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffersextreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resourcesfrom managing our business. As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance tothe public markets. Projections may not be made in a timely manner or we might fail to reach expected performance levels and could materially affect theprice of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors,stockholder lawsuits or other litigation, sanctions or restrictions issued by the Securities and Exchange Commission. We have a significant number of outstanding options and warrants, and future sales of these shares could adversely affect the market price of our commonstock. As of December 31, 2018, we had outstanding options for an aggregate of approximately 9.1 million shares of common stock at a weighted average exerciseprice of $3.79 per share and outstanding warrants exercisable for an aggregate of approximately 0.2 million shares of common stock at a weighted averageexercise price of $3.69 per share. The holders may sell many of these shares in the public markets from time to time, without limitations on the timing,amount or method of sale. As and when our stock price rises, if at all, more outstanding options and warrants will be in-the-money and the holders mayexercise their options and warrants and sell a large number of shares. This could cause the market price of our common stock to decline. -30- Item 1B. Unresolved Staff Comments None. Item 2.Properties As of December 31, 2018, we lease (i) approximately 10,000 square feet of office space in Los Angeles, California with three years remaining on the leaseapproximately, (ii) 15,000 square feet of office space in Irvine, California with nine months remaining on the lease, (iii) approximately 10,000 square feet ofspace for research and development laboratory in Longmont, Colorado with six years remaining on the lease, and (iv) approximately 2,300 square feet ofoffice space in Rockville, Maryland with two years remaining on the lease. The below table illustrates the use of each property by our business segments. Business SegmentProperty UsedConsumer ProductsAll propertiesIngredientsAll propertiesAnalytical Reference Standards and ServicesIrvine, CA, Longmont, CO and Rockville, MD We do not own any real estate. For the year ended December 31, 2018, our total annual rental expense was approximately $791,000. Item 3.Legal Proceedings Elysium Health, LLC (A) California Action On December 29, 2016, ChromaDex, Inc. filed a complaint in the United States District Court for the Central District of California, naming Elysium Health,Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (the “Complaint”). On January 25, 2017, Elysium filed an answer and counterclaims inresponse to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filedamended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings withrespect to various claims. Most recently, on November 27, 2018, ChromaDex, Inc. filed a fifth amended complaint that added an individual, Mark Morris, as adefendant. Elysium and Morris (“the Defendants”) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. -31- Following the court’s February 4, 2019 order, the claims that ChromaDex, Inc. presently asserts in the California Action, among other allegations, are that (i)Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex, Inc. and Elysium (the “pTeroPure® Supply Agreement”), byfailing to make payments to ChromaDex, Inc. for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex, Inc. information pursuantto the pTeroPure® Supply Agreement, (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium,as amended (the “NIAGEN® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of NIAGEN® and by improper disclosure ofconfidential ChromaDex, Inc. information pursuant to the NIAGEN® Supply Agreement, (iii) Defendants willfully and maliciously misappropriatedChromaDex, Inc. trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend TradeSecrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex, Inc. documents and information,(v) Morris breached his fiduciary duty to ChromaDex, Inc. by lying to and competing with ChromaDex, Inc. while still employed there, and (vi) Elysiumaided and abetted Morris’s breach of fiduciary duty. ChromaDex, Inc. is seeking damages and interest for Elysium’s alleged breaches of the NIAGEN®Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest,punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex, Inc.’s trade secrets,and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty andElysium’s aiding and abetting of that alleged breach. Defendants filed their answer to ChromaDex, Inc.'s fifth amended complaint on February 19, 2019. Among other allegations, the claims that Elysium presently alleges in the California Action are that (i) ChromaDex, Inc. breached the NIAGEN® SupplyAgreement by not issuing certain refunds or credits to Elysium, by not supplying NIAGEN® manufactured according to the defined standard, by distributingthe NIAGEN® product specifications attached to the parties’ agreement to other customers, and by failing to provide Elysium with information concerningthe quality and identity of NIAGEN® pursuant to the NIAGEN® Supply Agreement, (ii) ChromaDex, Inc. breached the implied covenant of good faith andfair dealing pursuant to the NIAGEN® Supply Agreement, (iii) ChromaDex, Inc. fraudulently induced Elysium into entering into the Trademark License andRoyalty Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium (the “License Agreement”), (iv) ChromaDex, Inc.’s conductconstitutes misuse of its patent rights, and (v) ChromaDex, Inc. was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement.Elysium is seeking damages for ChromaDex, Inc.’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement, andcompensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysiumpursuant to the License Agreement, and a declaratory judgment that ChromaDex, Inc. has engaged in patent misuse. ChromaDex, Inc. answered Elysium’spresent allegations on August 24, 2018. The parties are currently in discovery. (B) Patent Office Proceedings On July 17, 2017, Elysium filed petitions with the U.S. Patent and Trademark Office for inter partes review of U.S. Patents 8,197,807 (the “’807 Patent”) and8,383,086 (the “’086 Patent”), patents to which ChromaDex, Inc. is the exclusive licensee. The Patent Trial and Appeal Board (“PTAB”) denied institution ofthe inter partes review for the ’807 Patent on January 18, 2018. On January 29, 2018, the PTAB granted institution of the inter partes review as to claims 1, 3,4, and 5 and denied institution as to claim 2 of the ’086 Patent. Based upon a recent U.S. Supreme Court decision, and solely on a procedural basis, the PTABwas required to include claim 2 in the trial of the inter partes review. The matter was heard on October 2, 2018. The PTAB issued its written decision onJanuary 16, 2019, upholding claim 2 of the ’086 Patent which relates to the use of isolated NR in a pharmaceutical composition as valid. Elysium is nowprevented from raising invalidity arguments against the ’086 Patent in the ongoing patent litigation in Delaware that it brought or could have brought beforethe PTAB in its inter partes review. -32- (C) Southern District of New York ActionOn September 27, 2017, Elysium Health Inc. ("Elysium Health") filed a complaint in the United States District Court for the Southern District of New York,against ChromaDex, Inc. (the “Elysium SDNY Complaint”). Elysium Health alleges in the Elysium SDNY Complaint that ChromaDex, Inc. made false andmisleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, ElysiumHealth avers that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex, Inc.’s own product as safe. The ElysiumSDNY Complaint asserts four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive businesspractices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. ChromaDex, Inc. denies the claimsin the Elysium SDNY Complaint and intends to defend against them vigorously. On October 26, 2017, ChromaDex, Inc. moved to dismiss the Elysium SDNYComplaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigationprivilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim. Elysium Health opposed the motion onNovember 2, 2017. ChromaDex, Inc. filed its reply on November 9, 2017. On October 26, 2017, ChromaDex, Inc. filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (the“ChromaDex SDNY Complaint”). ChromaDex, Inc. alleges that Elysium Health made material false and misleading statements to consumers in thepromotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C.§1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (iii) deceptive practices under New York General Business Law § 349; (iv) deceptive practicesunder New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium Healthmoved to dismiss for failure to state a claim. ChromaDex, Inc. opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7,2017. On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re ElysiumHealth-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation. The mediation wasunsuccessful. On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Courtconverted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summaryjudgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion todismiss. On January 3, 2019, the Court granted ChromaDex, Inc.’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed allclaims in the Elysium SDNY Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration onFebruary 6, 2019, and issued an amended final order granting ChromaDex, Inc.’s motion for summary judgment as on February 7, 2019. The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissingtwo others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 andfor tortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDexanswered Elysium’s counterclaims on November 2, 2018. The parties are conferring on a proposed scheduling order. The Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect tothe legal proceedings discussed herein. As of December 31, 2018, ChromaDex, Inc. did not accrue a potential loss for the California Action or the ElysiumSDNY Complaint because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability has been incurred. (D) Delaware – Patent Infringement Action On September 17, 2018, ChromaDex, Inc. and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for theDistrict of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement violates U.S. Patents 8,197,807 (the“’807 Patent”) and 8,383,086 (the “’086 Patent”) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensedexclusively to ChromaDex, Inc. On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and deniesthat Plaintiffs are entitled to any relief. -33- On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ’807 Patentand the ’086 Patent before the Patent Trial and Appeal Board (“PTAB”) and (2) the outcome of the litigation in the California Action. ChromaDex, Inc. filedan opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex, Inc. argued that given claim 2 of the’086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigationin Delaware would continue regardless. In addition, ChromaDex, Inc. argued that the litigation in the California Action is unlikely to have a significant effecton the ongoing patent litigation. After the PTAB released its written decision upholding claim 2 of the ’086 Patent proving right ChromaDex, Inc.’sprediction ChromaDex, Inc. informed the Delaware court of the PTAB’s decision on January 17, 2019. Both Elysium and ChromaDex, Inc. have informed thecourt that they are available for oral argument on the motion to stay, and though the court’s docket is very crowded, ChromaDex, Inc. currently anticipates aruling this spring. Covance Laboratories Inc. On January 10, 2019, Covance Laboratories Inc. (“Covance”) filed a complaint in the United States District Court for the District of Delaware againstChromaDex, Inc. and ChromaDex Analytics, Inc. (collectively “ChromaDex”). The complaint alleges that ChromaDex breached an Asset Purchase Agreement(“APA”), dated August 21, 2017, between Covance and ChromaDex in which Covance purchased certain assets related to ChromaDex’s Lab Business for$7,500,000. Specifically, the complaint alleges that ChromaDex failed to deliver to Covance its entire ComplyID library. On February 4, 2019, ChromaDexfiled an answer to the complaint. The answer asserts various affirmative defenses and denies that Covance is entitled to any relief. From time to time we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending thatis likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations. Item 4.Mine Safety Disclosures Not applicable. -34- PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Since April 25, 2016, our common stock has been traded on The NASDAQ Capital Market (“NASDAQ”) under the symbol “CDXC.” On February 28, 2019,the closing sale price was $3.49. Holders of Our Common Stock As of February 28, 2019, we had approximately 51 registered holders of record of our common stock. Dividend Policy We have not declared or paid any cash dividends on our common stock during either of the two most recent fiscal years and have no current intention to payany cash dividends. Our ability to pay cash dividends is governed by applicable provisions of Delaware law and is subject to the discretion of our Board ofDirectors. Recent Sales of Unregistered Securities Other than as previously disclosed in our past Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, the Company did not have any sales ofunregistered securities for the period covered by this Annual Report on Form 10-K. Item 6.Selected Financial DataNot Applicable. -35- Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of financial condition and results of operation together with “Selected Financial Data,” theconsolidated financial statements and the related notes included elsewhere this Form 10-K. This discussion contains forward-looking statements thatinvolve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that impact ourbusiness. In particular, we encourage you to review the risks and uncertainties described in “Risk Factors” in Part I, Item 1A in this Form 10-K. These risksand uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied bypast results and trends. Overview ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., Healthspan Research, LLC and ChromaDex Analytics, Inc. (collectively, the“Company” “ChromaDex” or, in the first person as “we” “us” and “our”) are a science-based integrated nutraceutical company devoted to improving the waypeople age. ChromaDex scientists partner with leading universities and research institutions worldwide to discover, develop and create products to deliverthe full potential of nicotinamide adenine dinucleotide ("NAD") and its impact on human health. Our flagship ingredient, NIAGEN® nicotinamide riboside, aprecursor to NAD sold directly to consumers as TRU NIAGEN®, is backed with clinical and scientific research, as well as intellectual property protection.The Company also has analytical reference standards and services segment, which focuses on natural product fine chemicals (known as “phytochemicals”),chemistry services, and regulatory consulting. The discussion and analysis of our financial condition and results of operations are based on the ChromaDex financial statements, which have been preparedin accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires making estimates and assumptionsthat affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well asthe reported revenues, if any, and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including thosedescribed in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under thecircumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent fromother sources. Actual results may differ from these estimates under different assumptions or conditions. As of December 31, 2018, cash and cash equivalents totaled approximately $22.6 million. The Company anticipates that its current cash, cash equivalentsand cash to be generated from operations will be sufficient to meet its projected operating plans through at least the next twelve months from the issuancedate of this report. The Company may, however, seek additional capital in the next twelve months, both to meet its projected operating plans after the nexttwelve months and/or to fund its longer term strategic objectives. Additional capital may come from public and/or private stock or debt offerings, borrowings under lines of credit or other sources. These additional funds maynot be available on favorable terms, or at all. Further, if we issue equity or debt securities to raise additional funds, our existing stockholders may experiencedilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, ifwe raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products orproprietary technologies, or to grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able todevelop or enhance our products, obtain the required regulatory clearances or approvals, achieve long term strategic objectives, take advantage of futureopportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieveour development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition. Some of our operations are subject to regulation by various state and federal agencies. Dietary supplements are subject to FDA, FTC and U.S. Department ofAgriculture regulations relating to composition, labeling and advertising claims. These regulations may in some cases, particularly with respect to thoseapplicable to new ingredients, require a notification that must be submitted to the FDA along with evidence of safety. There are similar regulations related tofood additives. -36- Results of Operations Our losses per basic and diluted share were $0.61 and $0.26 for the twelve-month periods ended December 31, 2018 and December 30, 2017, respectively.Over the next two years, we plan to continue to increase marketing, research and development efforts for our flagship ingredient, NIAGEN® nicotinamideriboside, and our consumer branded product TRU NIAGEN®. (In thousands) Twelve months ending Dec. 31, 2018 Dec. 30, 2017 Sales $31,557 $21,201 Cost of sales 15,502 10,724 Gross profit 16,055 10,477 Operating expenses -Sales and marketing 16,537 4,459 -Research and development 5,478 4,007 -General and administrative 27,137 17,642 -Other 75 746 Nonoperating -Interest expense, net (79) (153) -Other (65) - Loss from continuing operations (33,316) (16,530)Income (loss) from discontinued operations, net - 5,152 Net loss $(33,316) $(11,378) Net Sales. Net sales consist of gross sales less discounts and returns. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change Net sales: Consumer Products $18,451 $5,465 238% Ingredients 8,565 11,153 -23% Analytical reference standards and services 4,541 4,583 -1% Total net sales $31,557 $21,201 49% ● The Company's TRU NIAGEN® sales for consumer products segment increased after the Company's strategic shift towards consumer products in2017. The Company expects the sales for the consumer products segment to continue to grow over the next twelve months. ● The decrease in sales for the ingredients segment is mainly due to decreased sales of NIAGEN®. The Company made a strategic decision totransition from an ingredient company to a consumer-facing company that has resulted in a shift in our sales away from resellers of NIAGEN® to ourTRU NIAGEN® branded consumer product ● The decrease in sales for the analytical reference standards and services segment is primarily due to decreased sales of regulatory consulting andother research and development services. -37- Cost of Sales. Costs of sales include raw materials, labor, overhead, and delivery costs. Twelve months ending (In thousands) December 31, 2018 December 30, 2017 Amount % ofnet sales Amount % ofnet sales Cost of sales: Consumer Products $7,222 39% $2,190 40% Ingredients 4,831 56% 5,492 49% Analytical reference standards and services 3,449 76% 3,042 66% Total cost of sales $15,502 49% $10,724 51% The cost of sales, as a percentage of net sales, decreased 2%. ● The cost of sales, as a percentage of net sales, for the consumer products segment decreased 1%. Compared to the other segments, the consumerproducts segment experienced better margins due to the positive impact of TRU NIAGEN® consumer product sales. ● The cost of sales, as a percentage of net sales, for the ingredients segment increased 7%. The increase is largely due to a write off of our inventory ofapproximately $442,000 in 2018. ● The cost of sales, as a percentage of net sales for the analytical reference standards and services segment, increased 10%. The decrease in otherresearch and development services sales led to a lower labor utilization rate, which resulted in increasing our cost of sales as a percentage of sales. Gross Profit. Gross profit is net sales less the cost of sales and is affected by a number of factors including product mix, competitive pricing and costs ofproducts and services. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change Gross profit: Consumer Products $11,229 $3,275 243% Ingredients 3,734 5,661 -34% Analytical reference standards and services 1,092 1,541 -29% Total gross profit $16,055 $10,477 53% -38- ● The consumer products segment posted gross profit of $11.2 million in 2018. The Company expects the sales and gross profit for consumer productssegment to continue to grow over the next twelve months. ● The decreased gross profit for the ingredients segment was largely due to a decrease in sales as the Company transitions from an ingredient companyto a consumer driven nutraceutical company. In addition, we had a write off of our inventory of approximately $442,000 in 2018. ● The decreased gross profit for the analytical reference standards and services segment is largely due to the decreased sale of other research anddevelopment services. Fixed labor costs make up the majority of costs of other services and these fixed labor costs did not decrease in proportion tosales, hence yielding lower profit margin. Operating Expenses – Sales and Marketing. Sales and Marketing Expenses consist of salaries, advertising and marketing expenses. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change Sales and marketing expenses: Consumer Products $15,063 $2,673 464% Ingredients 727 1,280 -43% Analytical reference standards and services 747 506 48% Total sales and marketing expenses $16,537 $4,459 271% ● For the consumer products segment, the Company has increased staffing as well as direct marketing expenses associated with social media and othercustomer awareness and acquisition programs. The Company plans to continue to invest in building out our own global branded consumer productbusiness. ● For the ingredients segment, the decrease in 2018 is largely due to decreased marketing efforts as the Company shifts towards consumer products. ● For the analytical reference standards and services segment, the increase is mainly due to increased marketing efforts. Operating Expenses – Research and Development. Research and Development Expenses consist of clinical trials and process development expenses. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change Research and development expenses: Consumer Products $3,852 $1,104 249% Ingredients 1,626 2,903 -44% Total research and development expenses $5,478 $4,007 37% -39- ● In 2017, we began allocating the research and development expenses related to our NIAGEN® branded ingredient to the consumer products andingredients segment, based on revenues recorded. Previously, these expenses were recorded all in the ingredients segment. Overall, we increased ourresearch and development efforts and we plan to continue to increase research and development efforts for our flagship ingredient, NIAGEN®nicotinamide riboside. In 2018, we focused on technology development to lower production costs as well as obtaining international regulatoryapprovals. Operating Expenses – General and Administrative. General and Administrative Expenses consist of general company administration, IT, accounting andexecutive management expenses. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change General and administrative $27,137 $17,642 54% The following expenses contributed to the increase in general and administrative expenses in 2018: ● An increase in legal expenses. Our legal expenses increased to approximately $9.8 million in 2018 compared to approximately $5.1 million in 2017.The ongoing litigation with Elysium and our increased efforts to file and maintain patents related to the proprietary ingredient technologies were themain reasons for the increase in legal expenses. ● An increase in share-based compensation. Our share-based compensation recorded as general and administrative expense increased to approximately$5.6 million in 2018 compared to approximately $4.6 million in 2017. ● An increase in information and technology expense. Our information and technology expense increased to approximately $1.5 million in 2018,compared to approximately $0.8 million in 2017. We invested in additional staff as well as external consulting in developing and maintaining ourEcommerce platform, which we use to sell our branded consumer product TRU NIAGEN®. ● An increase in royalties we paid to patent holders. Our royalty expense increased to approximately $1.6 million in 2018, compared to approximately$0.9 million in 2017. The increases are due to increased sales for licensed products in 2018. -40- Operating Expenses – Other. Other expense consists of reserve placed against escrow receivable and loss from an ongoing litigation with Elysium. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change Other $75 $746 -90% ● In 2017, in relation to the ongoing litigation, the Company incurred a write-off of approximately $746,000 in gross trade receivable from Elysiumrelated to royalties billed as part of the existing Trademark License and Royalty Agreement. Nonoperating – Interest Expense, net. Interest expense, net consists of interest on loan payable and capital leases offset by interest income. Twelve months ending (In thousands) December 31,2018 December 30,2017 Change Interest expense, net $79 $153 -48% ● The decrease in interest expense was mainly due to the costs related to maintaining the line of credit the Company established with WesternAlliance Bank. In June 2018, the Company notified Western Alliance that it did not intend to draw from the line of credit established by theFinancing Agreement. As a result, the Company has not incurred maintenance costs related to the line of credit in the second half of 2018. Depreciation and Amortization. For the twelve-month period ended December 31, 2018, we recorded approximately $0.6 million in depreciation comparedto approximately $0.5 million for the twelve-month period ended December 30, 2017. We depreciate our assets on a straight-line basis, based on theestimated useful lives of the respective assets. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights,the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter. The useful lives of subsequent milestonepayments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized. In the twelve-month period ended December31, 2018, we recorded amortization on intangible assets of approximately $0.2 million compared to approximately $0.2 million for the twelve-month periodended December 30, 2017. Income Taxes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion orall of the deferred tax assets will not be realized. At December 31, 2018 and December 30, 2017, the Company maintained a full valuation allowance againstthe entire deferred income tax balance which resulted in an effective tax rate of 0% for each of 2018 and 2017. As defined in ASC 740, Income Taxes, futurerealization of the tax benefit will depend on the existence of sufficient taxable income, including the expectation of continued future taxable income.Net cash used in operating activities. Net cash used in operating activities for the twelve-month period ended December 31, 2018 was approximately $20.9million as compared to approximately $9.8 million for the twelve-month period ended December 30, 2017. Along with the net loss, an increase inventorieswas the largest use of cash during the twelve-month period ended December 31, 2018. Net cash used in operating activities for the twelve-month periodended December 30, 2017 largely reflects a decrease in accounts payable along with the net loss. We expect our operating cash flows to fluctuate significantly in future periods as a result of fluctuations in our operating results, shipment timetables,accounts receivable collections, inventory management, and the timing of our payments, among other factors. -41- Net cash used in investing activities. Net cash used by investing activities was approximately $1.8 million for the twelve-month period ended December 31,2018, compared to approximately $4.6 million provided for the twelve-month period ended December 30, 2017. Net cash used by investing activities for thetwelve-month period ended December 31, 2018, mainly consisted of purchases of leasehold improvements and equipment and intangible assets, as well as along-term related party investment. Net cash provided by investing activities for the twelve-month period ended December 30, 2017, mainly consisted ofproceeds from disposal of assets, offset by purchases of leasehold improvements and equipment and intangible assets. Net cash provided by financing activities. Net cash used in financing activities was approximately $90,000 for the twelve-month period ended December 31,2018, compared to approximately $48.9 million provided financing activities for the twelve-month period ended December 30, 2017. Net cash used infinancing activities for 2018 primarily consisted of repurchase of common stock and principal payments on capital leases, partially offset by proceeds fromthe exercise of stock options. Net cash provided by financing activities for 2017 mainly consisted of proceeds from issuances of our common stock andexercise of stock options, offset by principal payments on capital leases. Trade Receivables. As of December 31, 2018, we had approximately $4.4 million in trade receivables as compared to approximately $5.3 million as ofDecember 30, 2017. Inventories. As of December 31, 2018, we had approximately $8.2 million in inventory, compared to approximately $5.8 million as of December 30, 2017. Asof December 31, 2018, our inventory consisted of approximately $2.3 million of bulk ingredients, approximately $5.2 million of consumer products andapproximately $0.7 million of phytochemical reference standards. Bulk ingredients are proprietary compounds sold to customers in larger quantities,typically in kilograms. These ingredients are used by our customers in the dietary supplement, food and beverage, animal health, cosmetic andpharmaceutical industries to manufacture their final products. Consumer products inventory consists of TRU NIAGEN® branded finished bottles of dietarysupplement products and related work-in-process inventory. Phytochemical reference standards are small quantities of plan-based compounds typically usedto research an array of potential attributes or for quality control purposes. The Company currently lists over 1,500 phytochemicals and 300 botanicalreference materials in our catalog and holds a lot of these as inventory in small quantities, mostly in grams and milligrams. Our normal operating cycle for reference standards is currently longer than one year. Due to the large number of different items we carry, certain groups ofthese reference standards have a sales frequency that is slower than others and varies greatly year to year. In addition, for certain reference standards, the costsaving is advantageous when purchased in larger quantities and we have taken advantage of such opportunities when available. Such factors have resulted inan operating cycle to be more than one year on average. The Company gains competitive advantage through the broad offering of reference standards and itis critical for the Company to continue to expand its library of reference standards it offers for the growth of business. Nevertheless, the Company has recentlymade changes in its reference standards inventory purchasing practice, which the management believes will result in an improved turnover rate and shorteroperating cycle without impacting our competitive advantage. The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting qualitystandards and inventory subject to expiration. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates offuture product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or marketconditions that vary from current expectations could have an impact on the value of inventories. We strive to optimize our supply chain as we constantly search for better and more reliable sources and suppliers. By doing so, we believe we can lower thecosts of our inventory and yield higher gross profit. In addition, we are working with our suppliers and partners to develop more efficient manufacturingmethods of the raw materials, in an effort to lower the costs of our inventory. Accounts Payable. As of December 31, 2018, we had $9.5 million in accounts payable compared to approximately $3.7 million as of December 30, 2017. Theincrease was mainly due to an increase in inventory and higher advertising and legal expenses. -42- Contract liabilities and customer deposits. As of December 31, 2018, we had approximately $0.3 million in contract liabilities and customer depositscompared to approximately $0.3 million as of December 30, 2017. These deposits are for large-scale consulting projects, contract services and researchprojects where we require a deposit before beginning work. Liquidity and Capital Resources For the twelve-month periods ended December 31, 2018, and December 30, 2017, the Company has incurred losses from continuing operations ofapproximately $33.3 million and $16.5 million, respectively. Net cash used in operating activities for the twelve-month periods ended December 31 2018,and December 30, 2017, was approximately $20.9 million and $9.8 million, respectively. The losses and the uses of cash are primarily due to expensesassociated with the development and expansion of our operations. These operations have been financed through capital contributions, the issuance ofcommon stock through private placements. Our Board of Directors periodically reviews our capital requirements in light of our proposed business plan. Our future capital requirements will remaindependent upon a variety of factors, including cash flow from operations, the ability to increase sales, increasing our gross profits from current levels,reducing sales and administrative expenses as a percentage of net sales, continued development of customer relationships, and our ability to market our newproducts successfully. However, based on our results from operations, we may determine that we need additional financing to implement our business plan.Additional financing may come from public and private equity or debt offerings, borrowings under lines of credit or other sources. These additional fundsmay not be available on favorable terms, or at all. There can be no assurance we will be successful in raising these additional funds. Without adequatefinancing we may have to further delay or terminate product or service expansion plans. Any inability to raise additional financing would have a materialadverse effect on us. As of December 31, 2018, the cash and cash equivalents totaled approximately $22.6 million. The Company anticipates that its current cash, cashequivalents and cash to be generated from operations will be sufficient to meet its projected operating plans through at least the next twelve months from theissuance date of this report. The Company may, however, seek additional capital within the next twelve months, both to meet its projected operating plansafter the next twelve months and/or to fund its longer term strategic objectives. Dividend Policy We have not declared or paid any cash dividends on our common stock. We presently intend to retain earnings for use in our operations and to finance ourbusiness. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debtservice and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board ofdirectors deems relevant. Off-Balance Sheet Arrangements During the fiscal years ended December 31, 2018 and December 30, 2017, we had no off-balance sheet arrangements other than ordinary operating leases asdisclosed in the accompanying financial statements. -43- Contractual Obligations and Commitments The following table summarizes our contractual obligations and other commitments as of December 31, 2018: Payments due by period (In thousands) Total 2019 2020 2021 2022 2023 Capital leases $340 $196 $126 $18 $- $- Operating leases 2,428 787 733 627 138 143 Purchase obligations 4,365 4,365 - - - - Total $7,133 $5,348 $859 $645 $138 $143 Capital leases. We lease equipment under capitalized lease obligations with a term of typically 4 or 5 years. We make monthly installment payments forthese leases. Operating leases. We lease our office and research facilities in California, Colorado and Maryland under operating lease agreements that expire at variousdates from September 2019 through February 2024. We make monthly payments on these leases. Purchase obligations. We enter into purchase obligations with various vendors for goods and services that we need for our operations. The purchaseobligations for goods and services include inventory, research and development, and laboratory supplies. Critical Accounting Policies The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared inaccordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgmentsthat affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate these estimates,including those related to the valuation of share-based payments. We base our estimates on historical experience and on various other assumptions that arebelieved to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilitiesthat are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in Note 2 of the Financial Statements, set forth in Item 8 of this Form 10-K. Item 7A.Quantitative and Qualitative Disclosures About Market Risk Not applicable -44- Item 8.Financial Statements and Supplementary Data The financial statements are set forth in the pages listed below. PageReports of Independent Registered Public Accounting Firm46Consolidated Balance Sheets at December 31, 2018 and December 30, 201748Consolidated Statements of Operations for the Years Ended December 31, 2018 and December 30, 201749Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2018 and December 30, 201750Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and December 30, 201751Notes to Consolidated Financial Statements52 -45- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors ofChromaDex Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ChromaDex Corporation and Subsidiaries (the “Company”) as of December 31, 2018 andDecember 30, 2017, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period endedDecember 31 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in allmaterial respects, the financial position of the Company as of December 31, 2018 and December 30, 2017, and the results of its operations and its cash flowsfor each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States ofAmerica. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company'sinternal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control - Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 7, 2019, expressed an unqualified opinionon the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion. Marcum llp /s/ Marcum LLP We have served as the Company’s auditor since 2013. New York, NYMarch 7, 2019 -46- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ONINTERNAL CONTROL OVER FINANCIAL REPORTING To the Shareholders and Board of Directors ofChromaDex Corporation Opinion on Internal Control over Financial Reporting We have audited ChromaDex Corporation's (the “Company”) internal control over financial reporting as of December 31, 2018, based on criteria establishedin Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, theCompany maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidatedbalance sheets as of December 31, 2018 and December 30, 2017 and the related consolidated statements of operations, stockholders’ equity, and cash flowsfor each of the years then ended of the Company and our report dated March 7, 2019 expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control over Financial Reporting”. Ourresponsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financialreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliancewith the policies or procedures may deteriorate. /s/ Marcum LLP Marcum llp New York, NYMarch 7, 2019 -47- ChromaDex Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2018 and December 30, 2017 (In thousands, except per share data) Dec. 31, 2018 Dec. 30, 2017 Assets Current Assets Cash, including restricted cash of $0.2 million and $0, respectively $22,616 $45,389 Trade receivables, net of allowances of $0.5 million and $0.7 million, respectively; Receivables from Related Party: $0.7 million and $1.0 million, respectively 4,359 5,338 Contract assets 56 - Receivable held at escrow, net of allowance of $0.1 million 677 - Inventories 8,249 5,796 Prepaid expenses and other assets 577 655 Total current assets 36,534 57,178 Leasehold Improvements and Equipment, net 3,585 2,872 Deposits 243 272 Receivable Held at Escrow - 750 Intangible Assets, net 1,547 1,652 Other Long-term Assets 323 - Total assets $42,232 $62,724 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $9,548 $3,719 Accrued expenses 4,313 3,645 Current maturities of capital lease obligations 173 196 Contract liabilities and customer deposits 275 314 Deferred rent, current 131 114 Due to officer - 100 Total current liabilities 14,440 8,088 Capital Lease Obligations, Less Current Maturities 137 310 Deferred Rent, Less Current 477 492 Total liabilities 15,054 8,890 Commitments and Contingencies Stockholders' Equity Common stock, $.001 par value; authorized 150,000 shares; issued and outstanding December 31, 2018 55,089 shares and December 30, 2017 54,697 shares 55 55 Additional paid-in capital 116,876 110,380 Accumulated deficit (89,753) (56,601)Total stockholders' equity 27,178 53,834 Total liabilities and stockholders' equity $42,232 $62,724 See Notes to Consolidated Financial Statements. -48- ChromaDex Corporation and Subsidiaries Consolidated Statements of Operations Years Ended December 31, 2018 and December 30, 2017 (In thousands, except per share data) 2018 2017 Sales, net $31,557 $21,201 Cost of sales 15,502 10,724 Gross profit 16,055 10,477 Operating expenses: Sales and marketing 16,537 4,459 Research and development 5,478 4,007 General and administrative 27,137 17,642 Other 75 746 Operating expenses 49,227 26,854 Operating loss (33,172) (16,377) Nonoperating expense: Interest expense, net (79) (153)Other (65) - Nonoperating expenses (144) (153) Loss from continuing operations (33,316) (16,530) Loss from discontinued operations - (315)Gain on sale of discontinued operations - 5,467 Income from discontinued operations, net - 5,152 Net loss $(33,316) $(11,378) Basic and diluted earnings (loss) per common share: Loss from continuing operations $(0.61) $(0.37) Earnings from discontinued operations $- $0.11 Basic and diluted loss per common share $(0.61) $(0.26) Basic and diluted weighted average common shares outstanding 55,006 44,599 See Notes to Consolidated Financial Statements. -49- ChromaDex Corporation and Subsidiaries Consolidated Statement of Stockholders' Equity Years Ended December 31, 2018 and December 30, 2017 (In thousands) Total Common Stock Additional Accumulated Stockholders' Shares Amount Paid-inCapital Deficit Equity Balance, December 31, 2016 37,545 $37 $55,160 $(45,223) $9,974 Issuance of common stock, net of offering costs of $1,420 15,593 16 47,579 - 47,595 Exercise of stock options 885 1 3,037 - 3,038 Vested restricted stock 674 1 (1) - - Share-based compensation 4,605 - 4,605 Net loss - - - (11,378) (11,378) Balance, December 30, 2017 54,697 $55 $110,380 $(56,601) $53,834 Adjustment to retained earnings: cumulative effect of initially applying ASC 606 - - - 164 164 Exercise of stock options 132 - 529 - 529 Repurchase of common stock (75) - (404) - (404) Vested restricted stock 2 - - - - Share-based compensation 333 - 6,371 - 6,371 Net loss - - - (33,316) (33,316) Balance, December 31, 2018 55,089 $55 $116,876 $(89,753) $27,178 See Notes to Consolidated Financial Statements. -50- ChromaDex Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2018 and December 30, 2017 (In thousands) 2018 2017 Cash Flows From Operating Activities Net loss $(33,316) $(11,378) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of leasehold improvements and equipment 607 510 Amortization of intangibles 235 206 Share-based compensation expense 6,371 4,605 Allowance for doubtful trade receivables (132) (411)Gain from disposal of assets - (5,467) Loss from disposal of equipment 1 5 Non-cash financing costs 70 121 Other Non-cash expense 65 - Changes in operating assets and liabilities: Trade receivables 1,111 937 Inventories (2,453) 2,177 Prepaid expenses and other assets 65 (296) Accounts payable 5,829 (2,364) Accrued expenses 668 1,472 Customer deposits and other 69 (68) Deferred rent 2 180 Due to officer (100) (33)Net cash used in operating activities (20,908) (9,804) Cash Flows From Investing Activities Proceeds from disposal of assets, net of transaction costs - 5,953 Purchases of leasehold improvements and equipment (1,321) (1,167) Purchases of intangible assets (131) (184) Investment in other long-term assets (323) - Net cash (used in) provided by investing activities (1,775) 4,602 Cash Flows From Financing Activities Proceeds from issuance of common stock, net of issuance costs - 46,594 Proceeds from exercise of stock options 529 3,038 Repurchase of common stock (404) - Payment of debt issuance costs (19) (75) Principal payments on capital leases (196) (608)Net cash (used in) provided by financing activities (90) 48,949 Net increase (decrease) in cash (22,773) 43,747 Cash Beginning of Year 45,389 1,642 Cash Ending of Year, including restricted cash $0.2 million for 2018 $22,616 $45,389 Supplemental Disclosures of Cash Flow Information Cash payments for interest $41 $57 Supplemental Schedule of Noncash Operating Activity Adjustment to retained earnings - cumulative effect of initially applying ASC 606 $164 $- Supplemental Schedule of Noncash Investing Activity Noncash consideration transferred for the acquisition of Healthspan Research LLC $- $1,187 Capital lease obligation incurred for the purchase of equipment $- $515 Receivable from disposal of assets held at escrow $- $750 Retirement of fully depreciated equipment - cost $- $57 Retirement of fully depreciated equipment - accumulated depreciation $- $(57) See Notes to Consolidated Financial Statements. -51- Note 1.Nature of Business and Liquidity Nature of business: ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., Healthspan Research, LLC and ChromaDex Analytics, Inc.(collectively, the “Company” or, in the first person as “we” “us” and “our”) are a science-based integrated nutraceutical company devoted to improving theway people age. The Company's scientists partner with leading universities and research institutions worldwide to discover, develop and create products todeliver the full potential of NAD and identify and develop novel, science-based ingredients. Its flagship ingredient, NIAGEN® nicotinamide riboside, aprecursor to NAD sold directly to consumers as TRU NIAGEN®, is backed with clinical and scientific research, as well as intellectual property protection.The Company also has analytical reference standards and services segment, which focuses on natural product fine chemicals (known as “phytochemicals”),chemistry services, and regulatory consulting. Liquidity: The Company has incurred a net loss of approximately $33.3 million for the year ended December 31, 2018, and net loss of approximately $11.4million for the year ended December 30, 2017. As of December 31, 2018, cash and cash equivalents totaled approximately $22.6 million, which includesrestricted cash of approximately $0.2 million. The Company anticipates that its current cash, cash equivalents and cash to be generated from operations will be sufficient to meet its projected operatingplans through at least the next twelve months from the issuance date of this report. The Company may, however, seek additional capital within the nexttwelve months, both to meet its projected operating plans within the next twelve months and/or to fund its longer term strategic objectives. Note 2.Significant Accounting Policies Significant accounting policies are as follows: Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financialposition of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from thesefinancial statements. The Company's fiscal year 2018 ended on December 31, 2018 and the fiscal year 2017 ended on December 30, 2017. Change in Fiscal Year: On January 25, 2018, the Board of Directors of ChromaDex Corporation approved a resolution to change the Company’s fiscal yearfrom a 52/53-week fiscal year that ends on the Saturday closest to December 31 to a calendar year. As such, the Company’s 2018 fiscal year was extendedfrom December 29, 2018 to December 31, 2018, with subsequent fiscal years beginning on January 1 and ending on December 31 of each year. Effectivefiscal year 2018, the Company’s quarterly results are for the periods ending March 31, June 30, September 30 and December 31. Adopted Accounting Standards in Fiscal 2018: Revenue from Contracts with Customers, Topic 606: Effective the first day of fiscal year 2018, the Company adopted Accounting Standards Update No.2014-09, Revenue from Contracts with Customers: Topic 606 ("ASC 606"). ASC 606 supersedes nearly all existing revenue recognition guidance under U.S.Generally Accepted Accounting Principles ("GAAP"). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferredto customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five step process toachieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than requiredunder previous GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in thetransaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 using the modified retrospective transition method. Under this method, the Company elected to apply the modifiedretrospective method to contracts that are not complete as of the first day of fiscal year 2018. The adoption of ASC 606 resulted in an adjustment to openingretained earnings of $164,000. See Note 10, Contract Assets and Contract Liabilities for additional disclosure regarding the opening balance adjustment. -52- For the year ended December 31, 2018, approximately $30.6 million of the Company's total revenue of $31.6 million, or 97% of the total revenue, was as aresult of shipping physical goods to the customers. For such revenue streams, the performance obligations are typically satisfied upon shipment of physicalgoods. Typical payment terms for such revenue streams are upon shipment or net 30 to 60 days. We require customers that are not creditworthy to makeadvance payments prior to shipment. The Company is taking the practical expedient on not adjusting the promised amount of consideration for the effects ofa significant financing component, since the Company expects the customer to pay for the transferred goods within one year. There are obligations for theCompany to accept returns and provide refunds for the goods that are shipped, if the customer claims that the Company has not fully fulfilled theperformance obligations. Returns, refunds and allowances related to sales including a reserve for estimated variable consideration for the returns, refunds andallowances are recorded as reduction of revenue. The Company uses historical rates when estimating returns, refunds and allowances. The Company alsoelected to account for shipping and handling activities performed as cost of sales under a fulfillment cost and any fee received for shipping and handling aspart of the transaction price and recognize revenue when control of the good transfers. The related fulfillment costs are accrued at the time of revenuerecognition. The Company also has revenue streams for providing consulting services to its clients. For the year ended December 31, 2018, our revenue from these streamswas approximately $1.0 million, or 3% of the total revenue. For these consulting services, the performance obligations are typically satisfied over time as theconsulting services are performed. Payment terms for these projects vary based on the nature of the projects, from advance payment at the beginning of theproject to net 30 days from the completion of the project. The Company typically requires advance payments from customers for large-scale consultingprojects that have a contract duration of 30 days or longer. The original expected duration of these contracts are typically one year or less. As such, theCompany is applying an optional exemption from ASC 606 to not make the disclosures related to the remaining performance obligations. The Company isalso taking the practical expedient on not adjusting the promised amount of consideration for the effects of a significant financing component, since theCompany expects the customer to pay for the transferred services within one year. If contracts are terminated prior to the completion, the Company typicallyhas a right to bill the customer for all services that have been performed through the termination date. These consulting projects typically have one common performance obligation for our clients, thus the Company typically does not allocate the transactionprice over many performance obligations. Some of these consulting projects require measurement of the progress toward complete satisfaction of theperformance obligation. The Company uses a cost-to-cost method to measure such progress, which is an input method that recognizes revenue on the bases ofdirect measurements for the costs incurred to date in relation to the total estimated costs to complete the performance obligation. Any costs that do not depictthe Company's performance in transferring control of the consulting services to the customer have been excluded. Improvements to Non-employee Share-Based Payment Accounting: In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation(Topic 718): Improvements to Non-employee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include all share-based paymenttransactions for acquiring goods and services from non-employees. This pronouncement is effective for fiscal years, and for interim periods within those fiscalyears, beginning after December 15, 2018, with early adoption permitted. The Company early-adopted the amendments in this ASU effective as of October 1,2018. The adoption of ASU 2017-08 did not have a material effect on our consolidated financial statements. SEC Disclosure Update and Simplification: In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update andSimplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendmentsexpanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changesin each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present areconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This finalrule was effective on November 5, 2018. The adoption of this guidance did not have a material effect on our consolidated financial statements. -53- Restricted Cash: In November 2016, ASU 2016-18 was issued related to the inclusion of restricted cash in the statement of cash flows. The new guidancerequires that a statement of cash flows present the change during the period in the total of cash, cash equivalents and amounts generally described asrestricted cash or restricted cash equivalents. The adoption of this guidance results in the inclusion of the restricted cash balances within the overall cashbalance and removal of the changes in restricted cash activity. The Company adopted ASU 2016-18 effective January 1, 2018. The adoption of ASU 2016-18did not have a material impact on our consolidated financial statements. Use of accounting estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the amountsreported in the financial statements and accompanying notes. Actual results could differ from those estimates. Revenue recognition: The Company recognizes sales and the related cost of sales when the performance obligations are satisfied. The performanceobligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of theperformance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability isreasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reductionof revenue. With the adoption of ASC 606 as of January 1, 2018, the Company elected to account for shipping and handling activities performed as cost of sales under afulfillment cost and any fee received for shipping and handling as part of the transaction price and recognize revenue when control of the good transfers. Forfiscal year 2017, shipping and handling fees billed to the customers and the cost of shipping and handling fees billed to customers are both included in netsales. Shipping and handling fees billed to customers and the associated cost included in net sales for the years ending December 31, 2018 and December 30,2017 are as follows: (In thousands) 2018 2017 Shipping and handling fees billed $287 $137 Cost of shipping and handling fees billed - $185 Taxes collected from customers and remitted to governmental authorities are excluded from revenue, which is presented on a net basis in the statement ofoperations. Restricted cash: The Company classifies cash as restricted if the withdrawal or its usage is restricted for more than three months. In connection with a leaseamendment entered on November 9, 2018 to lease additional office space located in Los Angeles, California through October 2021, the Company delivered aletter of credit issued by a bank to the landlord in the amount of $152,000. The issuing bank required a collateral for the letter of credit and the Companymade a deposit covering the letter of credit amount with the issuing bank. The letter of credit expires on October 18, 2019. Trade accounts receivable, net: Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based onmonthly and quarterly reviews of all outstanding amounts. Management determines the allowance for doubtful accounts by identifying troubled accountsand by using historical experience applied to an aging of accounts. The allowance amounts for the periods ended December 31, 2018 and December 30, 2017are as follows: (In thousands) 2018 2017 Allowances Related to Elysium Health $500 $500 Other Allowances 37 169 $537 $669 -54- Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded whenreceived. Credit risk: Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and tradereceivables. For cash and cash equivalents, the Company has them either in a form of bank deposits or highly liquid debt instruments in investment-gradepursuant to the Company's investment policy. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to$250,000. As of December 31, 2018, we held a total deposit of approximately $20.1 million with one institution and $2.3 million with another institutionwhich exceeded the FDIC limit. We also have $0.7 million escrow receivable held at a different institution. We, however, believe we have very little creditrisk exposure for our cash and cash equivalents. Our trade receivables are derived from sales to our customers. We assess credit risk of our customers throughquantitative and qualitative analysis. From this analysis, we establish credit limits and manage the risk exposure. We, however, incur credit losses due tobankruptcy or other failure of the customer to pay. Inventories: Inventories are comprised of work in process and finished goods. They are stated at the lower of cost, determined by the first-in, first-out method,or net realizable value. The inventory on the balance sheet is recorded net of valuation allowances. Labor and overhead has been added to inventory that wasmanufactured or characterized by the Company. The amounts of major classes of inventory for the periods ended December 31, 2018 and December 30, 2017are as follows: (In thousands) 2018 2017 Bulk ingredients $2,385 $4,159 Reference standards 848 1,027 Consumer Products - Finished Goods 2,450 503 Consumer Products - Work in Process 2,794 249 8,477 5,938 Less valuation allowance 228 142 $8,249 $5,796 Our normal operating cycle for reference standards is currently longer than one year. The Company regularly reviews inventories on hand and reduces thecarrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The reduction of thecarrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related managementjudgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact onthe value of inventories. Intangible assets: Intangible assets include licensing rights and are accounted for based on the fair value of consideration given or the fair value of the netassets acquired, whichever is more reliable. Intangible assets with finite useful lives are amortized using the straight-line method over a period of 10 years, or,for licensed patent rights, the remaining term of the patents underlying licensing rights (considered to be the remaining useful life of the license), whicheveris shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that wascapitalized. -55- Leasehold improvements and equipment, net: Leasehold improvements and equipment are carried at cost and depreciated on the straight-line method overthe lesser of the estimated useful life of each asset or lease term. Leasehold improvements and equipment are comprised of leasehold improvements,laboratory equipment, furniture and fixtures, and computer equipment. Depreciation on equipment under capital lease is included with depreciation onowned assets. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of theassets, are capitalized. Long-lived assets are reviewed for impairment on a periodic basis and when changes in circumstances indicate the possibility that the carrying amount maynot be recoverable. Long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of otherassets. If the forecast of undiscounted future cash flows is less than the carrying amount of the assets, an impairment charge would be recognized to reduce thecarrying value of the assets to fair value. If a possible impairment is identified, the asset group’s fair value is measured relying primarily on a discounted cashflow methodology. Customer deposits: Customer deposits represent cash received from customers in advance of product shipment or delivery of services. Income taxes: Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences andoperating loss and tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differencesbetween the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion ofmanagement, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted forthe effects of changes in tax laws and rates on the date of enactment. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty aboutthe timing of such deductibility. The Company files tax returns in all appropriate jurisdictions, which include a federal tax return and various state taxreturns. Open tax years for these jurisdictions are 2015 to 2018, which statutes expire in 2019 to 2022, respectively. When and if applicable, potential interestand penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the statements of operations. As of December31, 2018, the Company has no liability for unrecognized tax benefits. Research and development costs: Research and development costs consist of direct and indirect costs associated with the development of the Company’stechnologies. These costs are expensed as incurred. Advertising: The Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense for the periods endedDecember 31, 2018 and December 30, 2017 were approximately $8,764,000 and $1,914,000, respectively. Share-based compensation: The Company has an Equity Incentive Plan under which the Board of Directors may grant restricted stock or stock options toemployees and non-employees. Effective October 1, 2018, the Company adopted ASU 2018-07, by which the accounting for share-based payments to non-employees and employees is substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Consistentwith the accounting requirement for employee share-based payment awards, non-employee share-based payment awards now within the scope of Topic 718are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service hasbeen rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. There was no cumulative effect of theadoption of this standard. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award, and isrecognized over the service period required for the award. Prior to October 1, 2018, share-based compensation cost for non-employees was remeasured overthe vesting term as earned. -56- The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes based option valuation model. The volatilityassumption is based on the historical volatility of the Company's common stock. The dividend yield assumption is based on the Company’s history andexpectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-couponissues with an equivalent remaining term. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plainvanilla” options with following characteristics: (i) the share options are granted at the market price on the grant date; (ii) exercisability is conditional onperforming service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the shareoptions; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share optionsare nontransferable and nonhedgeable. Market conditions that affect vesting of stock options are considered in the grant-date fair value. The issues surrounding the valuation for such awards can becomplex and consideration needs to be given for how the market condition should be incorporated into the valuation of the award. The Company considersusing other valuation techniques, such as Monte Carlo simulations based on a lattice approach, to value awards with market conditions. The Company recognizes compensation expense over the requisite service period using the straight-line method for option grants without performanceconditions. For stock options that have both service and performance conditions, the Company recognizes compensation expense using the gradedattribution method. Compensation expense for stock options with performance conditions is recognized only for those awards expected to vest. Effective January 1, 2017, the Company recognizes forfeitures when they occur. From time to time, the Company awards shares of its common stock to non-employees for services provided or to be provided. The fair value of the awards aremeasured either based on the fair market value of stock at the date of grant or the value of the services provided, based on which is more reliably measurable.Since these stock awards are fully vested and non-forfeitable, upon issuance the measurement date for the award is usually reached on the date of the award. Fair Value Measurement: The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuringfair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset orpaid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use onunobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use inpricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflectthe Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best informationavailable in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchygives the highest priority to Level 1 inputs.Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Financial instruments: The estimated fair value of financial instruments has been determined based on the Company’s assessment of available marketinformation and appropriate valuation methodologies. The fair value of the Company’s financial instruments that are included in current assets and currentliabilities approximates their carrying value due to their short-term nature. -57- The carrying amounts reported in the balance sheet for capital lease obligations are present values of the obligations, excluding the interest portion. Recent accounting standards: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assetsand liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the leaseliability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee ispermitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees andlessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public businessentities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscalyears. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. We are currently evaluating the impactof our pending adoption of ASU 2016-02 on our consolidated financial statements. Note 3.Loss Per Share Applicable to Common Stockholders The following table sets forth the computations of loss per share amounts applicable to common stockholders for the years ended December 31, 2018 andDecember 30, 2017. Years Ended (In thousands, except per share data) 2018 2017 Net loss $(33,316) $(11,378) Basic and diluted loss per common share $(0.61) $(0.26) Basic and diluted weighted average common shares outstanding (1): 55,006 44,599 Potentially dilutive securities (2): Stock options 9,089 6,534 Warrants 204 470 (1) Includes approximately 0.2 million and 0.5 million nonvested restricted stock for the years 2018 and 2017, respectively, which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. -58- Note 4.Intangible Assets Intangible assets consisted of the following: (In thousands) 2018 2017 Weighted AverageTotalAmortizationPeriod Healthspan Research LLC Acquisition (See Note 9) $1,346 $1,346 10 yearsLicense agreements and other 1,625 1,494 9 yearsLess accumulated depreciation (1,424) (1,189) $1,547 $1,651 Amortization expenses on amortizable intangible assets included in the consolidated statement of operations for the years ended December 31, 2018 andDecember 30, 2017 were approximately $235,000 and $206,000, respectively. Estimated aggregate amortization expense for each of the next five years is as follows: (In thousands)Years ending December: 2019 $246 2020 241 2021 222 2022 185 2023 156 Thereafter 497 $1,547 Note 5. Leasehold Improvements and Equipment, Net Leasehold improvements and equipment consisted of the following: (In thousands) 2018 2017 Useful Life Laboratory equipment $2,755 $1,869 10 yearsLeasehold improvements 2,127 1,699 Lesser of leaseterm or estimateduseful lifeComputer equipment 604 511 3 to 5 yearsFurniture and fixtures 120 90 7 yearsOffice equipment 23 18 10 yearsConstruction in progress 7 131 5,636 4,318 Less accumulated depreciation 2,051 1,446 $3,585 $2,872 Depreciation expenses on leasehold improvements and equipment included in the consolidated statement of operations for the years ended December 31,2018 and December 30, 2017 were approximately $607,000 and $510,000, respectively. The Company leases equipment under capitalized lease obligations with a total cost of approximately $871,000 and $871,000 and accumulated amortizationof $213,000 and $126,000 as of December 31, 2018 and December 30, 2017, respectively. -59- Note 6. Capitalized Lease Obligations Minimum future lease payments under capital leases as of December 31, 2018, are as follows: (In thousands)Year ending December: 2019 $196 2020 126 2021 18 Total minimum lease payments 340 Less amount representing interest at a rate of approximately 9.9% per year 29 Present value of net minimum lease payments 310 Less current portion 173 Long-term obligations under capital leases $137 Interest expenses related to capital leases were approximately $41,000 and $57,000 for the years ended December 31, 2018 and December 30, 2017,respectively. Note 7. Line of Credit On November 4, 2016, the Company entered into a business financing agreement (“Financing Agreement”) with Western Alliance Bank (“WesternAlliance”), in order to establish a formula based revolving credit line pursuant to which the Company may borrow an aggregate principal amount of up to$5,000,000, subject to the terms and conditions of the Financing Agreement. In June 2018, the Company notified Western Alliance that it did not intend todraw from the line of credit established by the Financing Agreement. The Company previously did not have any outstanding loan payable from this line ofcredit arrangement. Debt Issuance Costs The Company incurred debt issuance costs of approximately $272,000 in connection with this line of credit arrangement and had an unamortized balance ofapproximately $65,000 as of the termination date. For the line of credit arrangement, the Company elected a policy to keep the debt issuance costs as anasset, regardless of whether an amount is drawn. The unamortized deferred asset was expensed immediately on the termination date as other non-operatingexpense. Note 8. Income Taxes At December 31, 2018 and December 30, 2017, the Company maintained a full valuation allowance against the entire deferred income tax balance whichresulted in an effective tax rates of 0% for both years 2018 and 2017. At December 31, 2018 and December 30, 2017, we recorded a valuation allowance of$21.9 million and $12.9 million, respectively. The valuation allowance increased by $9.0 million during 2018. -60- A reconciliation of income taxes computed at the statutory Federal income tax rate to income taxes as reflected in the financial statements is summarized asfollows: 2018 2017 Federal income tax expense at statutory rate (21.0)% (34.0)%State income tax, net of federal benefit (6.6)% (5.3)%Permanent differences 1.1% 7.6%Changes of state net operating losses (0.5)% 1.3%Change in stock options and restricted stock 0.0% (1.3)%Change in valuation allowance 27.1% (23.1)%Remeasurement of deferred taxes asset / liability 0.0% 53.4%Other (0.1)% 1.4%Effective tax rate 0.0% 0.0% On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, which included, among other things, a reduction of the federal corporate income taxrate to 21%. Under ASC 740, Accounting for Income Taxes, the Company is required to recognize the effects of changes in tax laws and rates on deferred taxassets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. In 2017, the Company’s grossdeferred tax assets have been revalued from 34% to 21% and as a result, the deferred tax assets of approximately $19.1 million have been revalued toapproximately $13.0 million with a corresponding decrease to the Company’s valuation allowance. The deferred income tax assets and liabilities consisted of the following components as of December 31, 2018 and December 30, 2017: (In thousands) 2018 2017 Deferred tax assets: Net operating loss carryforward $17,957 $9,963 Stock options and restricted stock 2,654 1,873 Inventory reserve 222 143 Allowance for doubtful accounts 168 183 Accrued expenses 831 674 Deferred revenue 19 19 Leasehold improvements and equipment 4 - Intangibles 46 27 Deferred rent 168 166 22,069 13,048 Less valuation allowance (21,932) (12,904) 137 144 Deferred tax liabilities: Leasehold improvements and equipment - (9)Prepaid expenses (137) (135) (137) (144) $- $- -61- The Company has tax net operating loss carryforwards for federal and state income tax purposes of approximately $68.3 million and $58.9 million,respectively which begin to expire in the year ending December 31, 2023 and 2022, respectively. The federal net operating loss carryforward of $28.3 millionfrom 2018 can be carried forward indefinitely but is limited to 80% of taxable income. Under the Internal Revenue Code, certain ownership changes may subject the Company to annual limitations on the utilization of its net operating losscarryforward. The Company has determined that the stock issued in the year of 2018 did not create a change in control under the Internal Revenue CodeSection 382. The Company will continue to analyze the potential impact of any additional transactions undertaken upon the utilization of the net operatinglosses on a go forward basis. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company has notidentified any uncertain tax positions requiring a reserve as of December 31, 2018 and December 30, 2017. Note 9.Related Party Transactions Sale of consumer products Net salesYear ended Dec. 31,2018 Net salesYear ended Dec. 30,2017 Trade receivableat Dec. 31, 2018 Trade receivableat Dec. 30, 2017A.S. Watson Group$2.9 million $4.1 million $0.7 million $1.0 millionHorizon Ventures$0.4 million - - - Total$3.3 million $4.1 million $0.7 million $1.0 million *A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of thecommon stock of the Company.Asset acquisition On March 12, 2017, the Company acquired all of the outstanding equity interests of Healthspan from Robert Fried, Jeffrey Allen and Dr. Charles Brenner (the"Sellers"). Robert Fried is a member of the Board of Directors ("Board") of the Company, a position he has held since July 2015. Upon the closing of, and as consideration for, the acquisition, the Company issued an aggregate of 367,648 shares of the Company’s common stock to theSellers. The fair value of these shares was approximately $1.0 million based on the closing price of $2.72 per share on March 12, 2017. Mr. Fried continues toserve as a member of the Board and is the Chief Executive Officer of the Company. -62- Healthspan was formed in August 2015 to offer and sell finished bottle product TRU NIAGEN® directly to consumers through internet-based sellingplatforms. TRU NIAGEN® is currently the Company's leading product. Prior to the acquisition, the Company has supplied certain amount of NIAGEN® toHealthspan as a raw material inventory in exchange for a 4% equity interest in Healthspan. An additional 5% equity interest was received for granting certainexclusive rights to resell NIAGEN® prior to the total acquisition on March 12, 2017. This transaction was accounted for as an acquisition of assets. An intangible asset of approximately $1.35 million was recorded as a result of this acquisition,which is the difference of consideration transferred and the net amount of assets acquired and liabilities assumed. (A) Consideration transferred (B) Net amount of assets and liabilities Fair value Assets acquired Fair value Common Stock $1,000,000 Cash and cash equivalents $19,000 Transaction costs 178,000 Trade receivables 11,000 Previously held equity interest 20,000 Inventory 61,000 $1,198,000 Liabilities assumed Due to officer (132,000) Accounts payable (74,000) Credit card payable (30,000) Other accrued expenses (3,000)Consumer product business model, intangible asset (A) -(B) $1,346,000 Net assets $(148,000) The acquired intangible asset is considered to have a useful life of 10 years. The expense is amortized using the straight-line method over the useful life andthe Company recognized an amortization expense of approximately $135,000 and $109,000 for the years ended December 31, 2018 and December 30, 2017,respectively. In cancellation of a loan owed by Healthspan to Mr. Fried prior to the acquisition, the Company repaid $32,500 to Mr. Fried on March 13, 2017 and alsorepaid $100,000 on March 9, 2018. No interest was paid for the $100,000 repaid on March 9, 2018. -63- Note 10. Contract Assets and Contract Liabilities Our contract assets consist of unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilizedand revenue recognized exceeds the amount billed to the customer. Our contract liabilities consist of advance payments and billings in excess of costsincurred and deferred revenue. Net contract assets (liabilities) consisted of the following: (In thousands) Dec. 30,2017 OpeningBalanceAdjustment FY 2018OpeningBalance Reductions(1) Additions(2) Dec. 31,2018 Contract Assets $- $56 $56 $(314) $314 $56 Contract Liabilities - Open Projects (3) 186 (108) 78 (154) 177 101 Contract Liabilities - Other Customer Deposits (4) 128 - 128 (125) 171 174 Net Contract Assets (Liabilities) $(314) $164 $(150) $(35) $(34) $(219) (1) For contract assets, the amount represents amount billed to the customer. For contract liabilities, the amount represents reductions for revenue recognized. (2) For contract assets, the amount represents revenue recognized during the period using the cost-to-cost method. For contract liabilities, the amount represents advance payments received during the period. (3) Contract liablities from ongoing consulting projects. (4) Other customer deposts include payments received for orders not fulfilled and other advance payments. In the year ended December 31, 2018, we recognized revenue of approximately $95,000 related to our adjusted contract liabilities at the beginning of thefiscal year 2018. Note 11. Discontinued Operations On September 5, 2017, the Company completed the sale of its operating assets that were used with the Company's quality verification program testing andanalytical chemistry business for food and food related products (the "Lab Business") to Covance Laboratories Inc. ("Covance") (the “Lab Business Sale”). Inconsideration of the Lab Business Sale, the Company received $6.75 million from Covance and additional cash consideration of $0.8 million is currentlyheld in escrow to satisfy any potential indemnification claims by Covance. In 2017, the Company recorded a gain of approximately $5.5 million from thedisposal. (In thousands) (A) Consideration received (C) Carrying value of the Lab Business Amount Assets disposed Carrying value Cash payment $6,750 Leasehold improvements and equipment, net $1,427 Cash payment held in escrow (1) 750 Prepaid expenses 11 Additional earnout payment - Deposits 20 $7,500 Liabilities disposed Deferred revenue (7)(B) Selling costs Deferred rent (215) Amount Legal $428 Financial consulting 250 Other 118 $796 Net assets $1,236 Gain from disposal (A) - (B) - (C) $5,468 (1) $750,000 held in escrow to satisfy any indemnification claims. -64- The sale of the Lab Business qualified as a discontinued operation as the sale represented a strategic shift that had a major effect on operations and financialresults. The results of operations from the discontinued operations for the years ended December 31, 2018 and December 30, 2017 are as follows: Statements of Operations - Discontinued operations Years Ended December 31, 2018 and December 30, 2017 (In thousands) 2018 2017 Sales $- $2,821 Cost of sales - 2,479 Gross profit - 342 Operating expenses: Sales and marketing - 482 General and administrative - 150 Operating expenses - 632 Operating loss - (290) Nonoperating expenses: Interest expense, net - (25)Nonoperating expenses - (25) Loss from discontinued operations $- $(315) Depreciation, capital expenditures and significant noncash investing activities of the discontinued operations for the years ended December 31, 2018 andDecember 30, 2017 are as follows: Discontinued operations Depreciation, amortization, captial expenditures and significant noncash operating and investing activities Years Ended December 31, 2018 and December 30, 2017 (In thousands) 2018 2017 Depreciation $- $169 Purchase of leasehod improvements and equipment $- $111 Noncash investing activity Retirement of fully depreciated equipment - cost $- $56 Retirement of fully depreciated equipment - accumulated depreciation $- $(56) -65- Note 12. Share-Based Compensation Stock Option Plans At the discretion of the Company’s compensation committee (the “Compensation Committee”), and with the approval of the Company’s board of directors(the “Board of Directors”), the Company may grant options to purchase the Company’s common stock to certain individuals from time to time. Managementand the Compensation Committee determine the terms of awards which include the exercise price, vesting conditions and expiration dates at the time ofgrant. Expiration dates for stock options are not to exceed 10 years from their date of issuance. On June 20, 2017, the stockholders of the Company approved the ChromaDex Corporation 2017 Equity Incentive Plan (the "2017 Plan"). The Company'sBoard of Directors amended the 2017 Plan in January 2018 and the stockholders of the Company approved an amendment to the 2017 plan on June 22,2018. The 2017 Plan is the successor to the ChromaDex Corporation Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan"). As ofDecember 31, 2018, under the 2017 Plan, the Company is authorized to issue stock options that total no more than the sum of (i) 9,000,000 new shares, (ii)approximately 384,000 unallocated shares remaining available for the grant of new awards under the 2007 Plan, (iii) any returning shares from the 2007 Planor the 2017 Plan, such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award. The remaining number of sharesavailable for issuance under the 2017 Plan totaled approximately 4.9 million shares at December 31, 2018. General Vesting Conditions The stock option awards generally vest ratably over a three to four-year period following grant date after a passage of time. However, some stock optionawards are market or performance based and vest based on certain triggering events established by the Compensation Committee, subject to approval by theBoard of Directors. The fair value of the Company’s stock options that are not market based was estimated at the date of grant using the Black-Scholes based option valuationmodel. The table below outlines the weighted average assumptions for options granted during the years ended December 31, 2018 and December 30, 2017. Year Ended December 2018 2017 Expected term 6 years 6 years Volatility 69% 71%Dividend Yield 0% 0%Risk-free rate 3% 2% 1) Service Period Based Stock Options The majority of options granted by the Company are comprised of service based options. These options vest ratably over a defined period following grantdate after a passage of a service period. -66- The following table summarizes service period based stock options activity (in thousands except per share data and remaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term Value Value Outstanding at December 31, 2016 5,144 $3.49 6.17 Options Granted 1,285 3.48 10.00 $2.31 Options Exercised (885) 3.43 $2,479 Options Expired (3) 4.50 Options Forfeited (74) 3.88 Outstanding at December 30, 2017 5,467 $3.49 6.41 $13,101 Options Granted 3,071 4.29 10.00 $2.74 Options Exercised (131) 4.02 $109 Options Expired (245) 4.50 Options Forfeited (139) 4.21 Outstanding at December 31, 2018 8,023 $3.75 7.11 $2,207* Exercisable at December 31, 2018 4,351 $3.47 5.32 $1,802* *The aggregate intrinsic values in the table above are based on the Company’s closing stock price of $3.43 on the last day of business for the year endedDecember 31, 2018. 2) Performance Based Stock Options The Company also grants stock option awards that are performance based and vest based on the achievement of certain criteria established from time to timeby the Compensation Committee. If these performance criteria are not met, the compensation expenses are not recognized and the expenses that have beenrecognized will be reversed. The following table summarizes performance based stock options activity (in thousands except per share data and remaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term Value Value Outstanding at December 31, 2016 67 $1.89 6.08 Options Granted - - Options Exercised - - Options Forfeited - - Outstanding at December 30, 2017 67 $1.89 5.08 Options Granted - - Options Exercised - - Options Forfeited - - Outstanding at December 31, 2018 67 $1.89 4.08 $103 Exercisable at December 31, 2018 67 $1.89 4.08 $103 -67- The aggregate intrinsic value in the table above are, based on the Company’s closing stock price of $3.43 on the last day of business for the period endedDecember 31, 2018. 3) Market Based Stock Options The Company also grants stock option awards that are market based which have vesting conditions associated with a service condition as well asperformance of the Company's stock price. The following table summarizes market based stock options activity (in thousands except per share data andremaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term Value Value Outstanding at December 31, 2016 - $- - Options Granted 1,000 4.24 10.00 $3.04 Options Exercised - - Options Forfeited - - Outstanding at December 30, 2017 1,000 $4.24 9.24 Options Granted - - Options Exercised - - Options Forfeited - - Outstanding at December 31, 2018 1,000 $4.24 8.24 $0 Exercisable at December 31, 2018 389 $4.24 8.24 $0 The aggregate intrinsic value in the table above are, based on the Company’s closing stock price of $3.43 on the last day of business for the period endedDecember 31, 2018. The fair value of options granted during the period ended December 30, 2017 was measured using Monte Carlo simulations based on a lattice approach withfollowing assumptions: Volatility: 67% Contractual Term: 10 years Risk Free Rate: 2.4% Cost of Equity: 15.7% For the contractual term, we are using 10 years as this is not a "plain vanilla" option. SEC Staff Accounting Bulletin No. 107 simplified method for estimatingthe expected term can be only used if the option is a "plain vanilla" option. As of December 31, 2018, there was approximately $9.6 million of total unrecognized compensation expense related to non-vested share-basedcompensation arrangements granted under the plans for employee stock options. That cost is expected to be recognized over a weighted average period of 2.0years. -68- Restricted Stock Awards Restricted stock awards granted by the Company to employees have vesting conditions that are unique to each award. The following table summarizes activity of restricted stock awards granted (in thousands except per share fair value): WeightedAverage Shares Fair Value Unvested shares at December 31, 2016 360 $3.20 Granted 500 5.08 Vested (675) 4.59 Forfeited - - Unvested shares at December 30, 2017 185 $3.28 Granted - - Vested (2) 5.28 Forfeited - - Unvested shares at December 31, 2018 183 $3.25 Expected to Vest as of December 31, 2018 183 $3.25 During the year ended December 30, 2017, the Company granted 500,000 shares of restricted stock award to the Company's President and Chief OperatingOfficer Robert Fried, which vested during the year ended December 30, 2017. The expense for vested restricted stock was approximately $2.5 million and wasrecognized during the year ended December 30, 2017. During the year ended December 30, 2017, the Company's former Chief Financial Officer, Thomas Varvaro resigned and received immediate vesting of hisunvested restricted stock of 166,668 shares. The expense for the vested restricted stock was approximately $0.5 million and was recognized prior to the fiscalyear 2017. Performance Stock Awards During the fiscal year 2018, the Compensation Committee of the Board of Directors of the Company approved grants of an aggregate total of 333,334 sharesof fully vested stock to Robert Fried, the Company’s Chief Executive Officer. The shares were granted pursuant to his employment agreement, whichprovided the stock grant upon the achievement of certain performance goals. The expense for the awarded shares was approximately $1.3 million and wasrecognized during the fiscal year 2018. Total Share-based Compensation The Company recognized share-based compensation expense of approximately $6.4 million and $4.6 million in the statement of operations for the yearsended December 31, 2018 and December 30, 2017, respectively. Note 13. Stock Issuance Fiscal year 2017 On April 26, 2017, the Company entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which the Company agreedto sell and issue up to $25.0 million of its common stock at a purchase price of $2.60 per share in three tranches of approximately $3.5 million, $16.4 millionand $5.1 million, respectively. All three tranches closed during the year ended December 30, 2017, whereby approximately 9.6 million shares were issued forproceeds of $23.7 million, net of offering costs. On November 3, 2017 the Company entered into a Securities Purchase Agreement for the sale of approximately $23.0 million of its common stock in aprivate placement, in return for which the purchasers received approximately 5.6 million shares at a per share price of $4.10. The private placement closedduring the year ended December 30, 2017 and the Company received proceeds of $22.9 million, net of offering costs. -69- Note 14. Warrants The following table summarizes activity of warrants at December 31, 2018 and December 30, 2017 and changes during the years then ended (in thousandsexcept per share data and remaining contractual term): Weighted Average Remaining Number of Exercise Contractual Shares Price Term Outstanding and exercisable at December 31, 2016 470 4.15 2.17 Warrants Issued - - Warrants Exercised - - Warrants Expired - - Outstanding and exercisable at December 30, 2017 470 4.15 1.17 Warrants Issued - - Warrants Exercised - - Warrants Expired (266) 4.50 Outstanding and exercisable at December 31, 2018 204 $3.69 0.57 Note 15. Commitments and Contingencies Lease The Company leases its office and research facilities in California, Colorado and Maryland under operating lease agreements that expire at various dates fromSeptember 2019 through February 2024. Monthly lease payments range from $4,000 per month to $48,000 per month, and minimum lease payments escalateduring the terms of the leases. Generally accepted accounting principles require total minimum lease payments to be recognized as rent expense on a straight-line basis over the term of the lease. The excess of such expense over amounts required to be paid under the lease agreement is carried as a liability on theCompany’s consolidated balance sheet. Minimum future rental payments under all of the leases as of December 31, 2018 are as follows: (In thousands)Fiscal years ending: 2019 $787 2020 733 2021 627 2022 138 2023 143 Thereafter 24 $2,452 Rent expense was approximately $791,000 and $729,000 for the years ended December 31, 2018 and December 30, 2017, respectively. During the year ended December 31, 2018, the Company entered into lease amendments to lease additional office space located in Los Angeles, Californiathrough October 2021. Pursuant to the lease, the Company will make additional monthly lease payments ranging from approximately $25,000 to $27,000, asthe payments escalate during the term of the lease. Pursuant to the term of the lease amendment, the landlord provided tenant improvements forapproximately $70,000 in 2018. The landlord provided lease incentive (a) has been recorded as leasehold improvement asset and is amortized over the leaseterm which is through October 2021; and (b) has been recorded as deferred rent and is amortized as reductions to lease expense over the lease term. Purchase obligations The Company enters into purchase obligations with various vendors for goods and services that we need for our operations. The purchase obligations forgoods and services include inventory, research and development, and laboratory supplies. Minimum future payments under purchase obligations as ofDecember 31, 2018 are as follows: (In thousands)Fiscal year ending: 2019 $4,365,000 $4,365,000 -70- Royalty The Company has nine licensing agreements with leading research universities and other patent holders, pursuant to which the Company acquired patentsrelated to certain products the Company offers to its customers. These agreements afford for future royalty payments based on contractual minimums andexpire at various dates from December 31, 2019 through an estimated year of 2032. Yearly minimum royalty payments including license maintenance feesrange from $10,000 per year to $100,000 per year, however, these minimum payments escalate each year with a maximum of $150,000 per year. In addition,the Company is required to pay a range of 2% to 5% of sales related to the licensed products under these agreements. Total royalty expenses includinglicense maintenance fees for the years ended December 31, 2018 and December 30, 2017 were approximately $1.7 million and $1.0 million, respectivelyunder these agreements. Minimum royalties including license maintenance fees for the next five years are as follows: (In thousands)Fiscal years ending: 2019 $333 2020 367 2021 385 2022 386 2023 388 $1,859 Supply agreement with Nestlé On December 19, 2018, the Company entered into a supply agreement with Nestec Ltd. (“Nestlé”), pursuant to which Nestlé will be our exclusive customerfor NIAGEN® ingredient for human use in the (i) medical nutritional and (ii) functional food and beverage categories in certain territories. As considerationfor the rights granted to Nestlé, we received an upfront fee of $4 million in January 2019. Following the launch of the products in certain territories, Nestléwill additionally pay us a one-time fee for a potential total aggregate payment of $6 million. Legal proceedings – Elysium Health, LLC (A) California Action On December 29, 2016, ChromaDex, Inc. filed a complaint in the United States District Court for the Central District of California, naming Elysium Health,Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (the “Complaint”). On January 25, 2017, Elysium filed an answer and counterclaims inresponse to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filedamended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings withrespect to various claims. Most recently, on November 27, 2018, ChromaDex, Inc. filed a fifth amended complaint that added an individual, Mark Morris, as adefendant. Elysium and Morris (“the Defendants”) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Following the court’s February 4, 2019 order, the claims that ChromaDex, Inc. presently asserts in the California Action, among other allegations, are that (i)Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex, Inc. and Elysium (the “pTeroPure® Supply Agreement”), byfailing to make payments to ChromaDex, Inc. for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex, Inc. information pursuantto the pTeroPure® Supply Agreement, (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium,as amended (the “NIAGEN® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of NIAGEN® and by improper disclosure ofconfidential ChromaDex, Inc. information pursuant to the NIAGEN® Supply Agreement, (iii) Defendants willfully and maliciously misappropriatedChromaDex, Inc. trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend TradeSecrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex, Inc. documents and information,(v) Morris breached his fiduciary duty to ChromaDex, Inc. by lying to and competing with ChromaDex, Inc. while still employed there, and (vi) Elysiumaided and abetted Morris’s breach of fiduciary duty. ChromaDex, Inc. is seeking damages and interest for Elysium’s alleged breaches of the NIAGEN®Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest,punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex, Inc.’s trade secrets,and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty andElysium’s aiding and abetting of that alleged breach. Defendants filed their answer to ChromaDex, Inc.'s fifth amended complaint on February 19, 2019. -71- Among other allegations, the claims that Elysium presently alleges in the California Action are that (i) ChromaDex, Inc. breached the NIAGEN® SupplyAgreement by not issuing certain refunds or credits to Elysium, by not supplying NIAGEN® manufactured according to the defined standard, by distributingthe NIAGEN® product specifications attached to the parties’ agreement to other customers, and by failing to provide Elysium with information concerningthe quality and identity of NIAGEN® pursuant to the NIAGEN® Supply Agreement, (ii) ChromaDex, Inc. breached the implied covenant of good faith andfair dealing pursuant to the NIAGEN® Supply Agreement, (iii) ChromaDex, Inc. fraudulently induced Elysium into entering into the Trademark License andRoyalty Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium (the “License Agreement”), (iv) ChromaDex, Inc.’s conductconstitutes misuse of its patent rights, and (v) ChromaDex, Inc. was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement.Elysium is seeking damages for ChromaDex, Inc.’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement, andcompensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysiumpursuant to the License Agreement, and a declaratory judgment that ChromaDex, Inc. has engaged in patent misuse. ChromaDex, Inc. answered Elysium’spresent allegations on August 24, 2018. The parties are currently in discovery. (B) Patent Office Proceedings On July 17, 2017, Elysium filed petitions with the U.S. Patent and Trademark Office for inter partes review of U.S. Patents 8,197,807 (the “’807 Patent”) and8,383,086 (the “ ’086 Patent”), patents to which ChromaDex, Inc. is the exclusive licensee. The Patent Trial and Appeal Board (“PTAB”) denied institution ofthe inter partes review for the ’807 Patent on January 18, 2018. On January 29, 2018, the PTAB granted institution of the inter partes review as to claims 1, 3,4, and 5 and denied institution as to claim 2 of the ’086 Patent. Based upon a recent U.S. Supreme Court decision, and solely on a procedural basis, the PTABwas required to include claim 2 in the trial of the inter partes review. The matter was heard on October 2, 2018. The PTAB issued its written decision onJanuary 16, 2019, upholding claim 2 of the ’086 Patent which relates to the use of isolated NR in a pharmaceutical composition as valid. Elysium is nowprevented from raising invalidity arguments against the ’086 Patent in the ongoing patent litigation in Delaware that it brought or could have brought beforethe PTAB in its inter partes review. (C) Southern District of New York Action On September 27, 2017, Elysium Health Inc. (“Elysium Health”) filed a complaint in the United States District Court for the Southern District of New York,against ChromaDex, Inc. (the “Elysium SDNY Complaint”). Elysium Health alleges in the Elysium SDNY Complaint that ChromaDex, Inc. made false andmisleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, ElysiumHealth avers that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex, Inc.’s own product as safe. The ElysiumSDNY Complaint asserts four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive businesspractices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. ChromaDex, Inc. denies the claimsin the Elysium SDNY Complaint and intends to defend against them vigorously. On October 26, 2017, ChromaDex, Inc. moved to dismiss the Elysium SDNYComplaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigationprivilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim. Elysium Health opposed the motion onNovember 2, 2017. ChromaDex, Inc. filed its reply on November 9, 2017. On October 26, 2017, ChromaDex, Inc. filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (the“ChromaDex SDNY Complaint”). ChromaDex, Inc. alleges that Elysium Health made material false and misleading statements to consumers in thepromotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C.§1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (iii) deceptive practices under New York General Business Law § 349; (iv) deceptive practicesunder New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium Healthmoved to dismiss for failure to state a claim. ChromaDex, Inc. opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7,2017. -72- On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re ElysiumHealth-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation. The mediation wasunsuccessful. On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Courtconverted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summaryjudgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion todismiss. On January 3, 2019, the Court granted ChromaDex, Inc.’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed allclaims in the Elysium SDNY Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration onFebruary 6, 2019, and issued an amended final order granting ChromaDex, Inc.’s motion for summary judgment as on February 7, 2019. The Court granted it part and denied in part Elysium's motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing twoothers, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and fortortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex,Inc. answered Elysium’s counterclaims on November 2, 2018. The parties are conferring on a proposed scheduling order. The Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect tothe legal proceedings discussed herein. As of December 31, 2018, ChromaDex, Inc. did not accrue a potential loss for the California Action or the ElysiumSDNY Complaint because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability has been incurred. (D) Delaware – Patent Infringement Action On September 17, 2018, ChromaDex, Inc. and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for theDistrict of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement violates U.S. Patents 8,197,807 (the“’807 Patent”) and 8,383,086 (the “’086 Patent”) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensedexclusively to ChromaDex, Inc. On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and deniesthat Plaintiffs are entitled to any relief. On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ’807 Patentand the ’086 Patent before the Patent Trial and Appeal Board (“PTAB”) and (2) the outcome of the litigation in the California Action. ChromaDex, Inc. filedan opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex, Inc. argued that given claim 2 of the’086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigationin Delaware would continue regardless. In addition, ChromaDex, Inc. argued that the litigation in the California Action is unlikely to have a significant effecton the ongoing patent litigation. After the PTAB released its written decision upholding claim 2 of the ’086 Patent proving right ChromaDex, Inc.’sprediction ChromaDex, Inc. informed the Delaware court of the PTAB’s decision on January 17, 2019. Both Elysium and ChromaDex, Inc. have informed thecourt that they are available for oral argument on the motion to stay, and though the court’s docket is very crowded, ChromaDex, Inc. currently anticipates aruling this spring. Legal proceedings – Covance Laboratories Inc. On January 10, 2019, Covance Laboratories Inc. (“Covance”) filed a complaint in the United States District Court for the District of Delaware againstChromaDex, Inc. and ChromaDex Analytics, Inc. (collectively “ChromaDex”). The complaint alleges that ChromaDex breached an Asset Purchase Agreement(“APA”), dated August 21, 2017, between Covance and ChromaDex in which Covance purchased certain assets related to ChromaDex’s Lab Business for$7,500,000. Specifically, the complaint alleges that ChromaDex failed to deliver to Covance its entire ComplyID library. On February 4, 2019, ChromaDexfiled an answer to the complaint. The answer asserts various affirmative defenses and denies that Covance is entitled to any relief. From time to time we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending thatis likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations. -73- Note 16. Business Segmentation and Geographical Distribution The Company has the following three reportable segments for the years ended December 31, 2018 and December 30, 2017: ● Consumer products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers aswell as to distributors. ● Ingredients segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to themanufacturers of consumer products in various industries including the nutritional supplement, food, beverage and animal health industries. ● Analytical reference standards and services segment: includes (i) supply of phytochemical reference standards, (ii) scientific and regulatory consulting and(iii) other research and development services. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are nointersegment sales that require elimination. The Company evaluates performance and allocates resources based on reviewing gross margin by reportablesegment. The discontinued operations are not included in following statement of operations for business segments. Year ended Consumer AnalyticalReference December 31, 2018 Products Ingredients Standardsand Corporate (In thousands) segment segment Servicessegment and other Total Net sales $18,451 $8,565 $4,541 $- $31,557 Cost of sales 7,222 4,831 3,449 - 15,502 Gross profit 11,229 3,734 1,092 - 16,055 Operating expenses: Sales and marketing 15,063 727 747 - 16,537 Research and development 3,852 1,626 - - 5,478 General and administrative - - - 27,137 27,137 Other 75 75 Operating expenses 18,915 2,353 747 27,212 49,227 Operating income (loss) $(7,686) $1,381 $345 $(27,212) $(33,172) -74- Year ended Consumer AnalyticalReference December 30, 2017 Products Ingredients Standardsand Corporate (In thousands) segment segment Servicessegment and other Total Net sales $5,465 $11,153 $4,583 $- $21,201 Cost of sales 2,190 5,492 3,042 - 10,724 Gross profit 3,275 5,661 1,541 - 10,477 Operating expenses: Sales and marketing 2,673 1,280 506 - 4,459 Research and development 1,104 2,903 - - 4,007 General and administrative - - - 17,642 17,642 Other - 746 - - 746 Operating expenses 3,777 4,929 506 17,642 26,854 Operating income (loss) $(502) $732 $1,035 $(17,642) $(16,377) Consumer AnalyticalReference At December 31, 2018 Products Ingredients Standardsand Corporate (In thousands) segment segment Servicessegment and other Total Total assets $7,407 $5,412 $1,213 $28,200 $42,232 Consumer AnalyticalReference At December 30, 2017 Products Ingredients Standardsand Corporate (In thousands) segment segment Servicessegment and other Total Total assets $3,399 $9,742 $2,559 $47,024 $62,724 -75- Disaggregation of revenue We disaggregate our revenue from contracts with customers by type of goods or services for each of our segments, as we believe it best depicts how thenature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2018 (In thousands) ConsumerProductsSegment IngredientsSegment AnalyticalReferenceStandards andServicesSegment Total TRU NIAGEN®, Consumer Product $18,451 $- $- $18,451 NIAGEN® Ingredient - 5,169 - 5,169 Subtotal NIAGEN Related $18,451 $5,169 $- $23,620 Other Ingredients - 3,396 - 3,396 Reference Standards - - 3,455 3,455 Consulting and Other - - 1,086 1,086 Subtotal Other Goods and Services $- $3,396 $4,541 $7,937 Total Net Sales $18,451 $8,565 $4,541 $31,557 Year Ended December 30, 2017(In thousands) ConsumerProductsSegment IngredientsSegment AnalyticalReferenceStandardsand ServicesSegment Total TRU NIAGEN®, Consumer Product $5,465 $- $- $5,465 NIAGEN® Ingredient - 7,752 - 7,752 Subtotal NIAGEN Related $5,465 $7,752 $- $13,217 Other Ingredients - 3,401 - 3,401 Reference Standards - - 3,058 3,058 Consulting and Other - - 1,525 1,525 Subtotal Other Goods and Services $- $3,401 $4,583 $7,984 Total Net Sales $5,465 $11,153 $4,583 $21,201 -76- Revenues from international sources Revenues from International SourcesYear ended Dec. 31, 2018Year ended Dec. 30, 2017Consumer Products Segment$4.2 million$4.2 millionIngredients Segment$0.6 million$0.4 millionAnalytical Reference Standards and Services Segment$1.7 million$1.0 millionTotal$6.5 million$5.6 million *International sources include Europe, North America, South America, Asia and Oceania. Long-lived assets The Company’s long-lived assets are located within the United States. Disclosure of major customers Major customers who accounted for more than 10% of the Company’s total sales were as follows: Years Ended Major Customers 2018 2017 A.S. Watson Group - Related Party * 19.4%Thorne Research * 10.2%Life Extension 10.0% * * Represents less than 10%. Major customers who accounted for more than 10% of the Company’s total trade receivables were as follows: Percentage of the Company'sTotal Trade Receivables Major Customers At December31, 2018 At December30, 2017 A.S. Watson Group - Related Party 15.9% 18.1%Thorne Research * 13.4%Elysium Health (1) 51.2% 41.8% * Represents less than 10%. (1) There is ongoing litigation with Elysium Health -77- Disclosure of major vendors Major vendors who accounted for more than 10% of the Company's total accounts payable were as follows: Percentage of the Company'sTotal Accounts Payable Major Vendors At December31, 2018 At December30, 2017 Vendor A 36.8% * Vendor C * 14.5%Vendor D * 10.4%Vendor E 13.2% 10.3% * Represents less than 10%. Note 17. Other ExpenseLoss from an ongoing litigation, Elysium During the year ended December 30, 2017, the Company incurred a write-off of approximately $746,000 in gross trade receivable from Elysium related toroyalties, due to inherent uncertainty about collecting all damages sought by the Company, as well as the Company’s decision to not seek damages for anyunpaid royalty payments under the License Agreement in connection with the defense of Elysium’s claims for patent misuse and unjust enrichment. As aresult of this write-off and after further analysis, the Company made an adjustment to the total allowance amount from ($800,000) to ($500,000). -78- Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A.Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of ourdisclosure controls and procedures as of December 31, 2018. Pursuant to Rule13a−15(e) promulgated by the Commission pursuant to the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) “disclosure controls and procedures” means controls and other procedures that are designed toinsure that information required to be disclosed by us in the reports that we file with the Commission is recorded, processed, summarized and reported withinthe time periods specified in the Commission’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and proceduresdesigned to insure that information that we are required to disclose in the reports we file with the Commission is accumulated and communicated to ourprincipal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation,our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2018. Inherent Limitations on Disclosure Controls and Procedures The effectiveness of our disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decisionmaking, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditionsand the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance thatany system of disclosure controls and procedures, no matter how well conceived, will be successful in preventing all errors or fraud or in making all materialinformation known in a timely manner to the appropriate levels of management. Changes in Internal Control over Financial Reporting There were no change in internal controls over financial reporting (as defined in Rule 13a−15(f) promulgated under the Exchange Act) that occurred duringour fourth fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Management Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f)under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.Our internal control over financial reporting include those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; -79- (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements inaccordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizationsof our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that couldhave a material effect on the consolidated financial statements. Our management, including the undersigned principal executive officer and principal financial officer, assessed the effectiveness of our internal control overfinancial reporting as of December 31, 2018. In conducting its assessment, our management used the criteria issued by the Committee of SponsoringOrganizations of the Treadway Commission in Internal Control—Integrated Framework in 2013. Based on this assessment, our management concluded that,as of December 31, 2018, our internal control over financial reporting was effective based on those criteria. Inherent Limitations on Internal Control Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations,including the possibility of human error and circumvention by collusion or overriding of control. Accordingly, even an effective internal control system maynot prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk thatthe controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.Accordingly, our internal control over financial reporting is designed to provide reasonable assurance of achieving their objectives. Attestation Report of the Registered Public Accounting Firm The effectiveness of our internal control over financial reporting has been audited by Marcum LLP, an independent registered public accounting firm, asstated in their attestation report in Item 8 of this Annual Report on Form 10-K, which expresses an unqualified opinion on the effectiveness of our internalcontrol over financial reporting as of December 31, 2018. Item 9B. Other Information None. -80- PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item will be contained in the Proxy Statement and is incorporated herein by reference. We have adopted a written Code of Business Conduct and Ethics (the “Ethics Code”) that applies to all officers, directors and employees, including ourprincipal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Ethics Code isavailable on our website at www.chromadex.com. If we make any substantive amendments to the Ethics Code or grant any waiver from a provision of theEthics Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report onForm 8-K. Item 11. Executive Compensation Information required by this item will be contained in the Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this item will be contained in the Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this item will be contained in the Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services Information required by this item will be contained in the Proxy Statement and is incorporated herein by reference. -81- PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements Reference is made to Item 8 of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules All schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto setforth under Part II, Item 8 of this Annual Report on Form 10-K. (a)(3) List of Exhibits INDEX TO EXHIBITS Exhibit No. Description2.1 Agreement and Plan of Merger, dated as of May 21, 2008, among Cody, CDI Acquisition, Inc. and ChromaDex, Inc. as amended on June 10,2008 (incorporated by reference from, and filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 333-140056) filedwith the Commission on June 24, 2008) (1) 2.2 Asset Purchase Agreement, dated as of August 21, 2017, by and among Covance Laboratories Inc., ChromaDex, Inc., ChromaDex Analytics,Inc., and ChromaDex Corporation (incorporated by reference from, and filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 9, 2017)*(2) 2.3 Amendment to Asset Purchase Agreement, dated as of September 5, 2017, by and among Covance Laboratories Inc., ChromaDex, Inc.,ChromaDex Analytics, Inc., and ChromaDex Corporation (incorporated by reference from, and filed as Exhibit 2.2 to the Company’sQuarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 9, 2017) 3.1 Amended and Restated Certificate of Incorporation of ChromaDex Corporation, a Delaware corporation (incorporated by reference from,and filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 15,2018) 3.2 Certificate of Amendment to the Certificate of Incorporation of ChromaDex Corporation, a Delaware corporation (incorporated by referencefrom, and filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-53290) filed with the Commission on April 12,2016) 3.3 Bylaws of ChromaDex Corporation, a Delaware corporation (incorporated by reference from, and filed as Exhibit 3.2 to the Company’sCurrent Report on Form 8-K (File No. 333-140056) filed with the Commission on June 24, 2008) 3.4 Amendment to Bylaws of ChromaDex Corporation, a Delaware corporation (incorporated by reference from, and filed as Exhibit 3.1 to theCompany’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on July 19, 2016) 4.1 Form of Stock Certificate representing shares of ChromaDex Corporation Common Stock (Effective through December 31, 2015,incorporated by reference from, and filed as Exhibit 4.1 of the Company’s Annual Report on Form 10-K (File No. 000-53290) filed with theCommission on April 3, 2009) -82- 4.2 Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and ChromaDex(incorporated by reference from, and filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission onJune 24, 2008) 4.3 Tag-Along Agreement effective as of December 31, 2005, by and among the Company, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees of the JakschFamily Trust, Margery Germain, Lauren Germain, Emily Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University of Mississippi ResearchFoundation (incorporated by reference from, and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 333-140056) filed with theCommission on June 24, 2008) 4.4 Form of Stock Certificate representing shares of ChromaDex Corporation Common Stock (Design effective from January 1, 2016 to December 9, 2018,incorporated as by reference from and filed as Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission onMarch 17, 2016) 4.5 Form of Stock Certificate representing shares of ChromaDex Corporation Common Stock (New design effective as of December 10, 2018)❖ 10.1 Second Amended and Restated 2007 Equity Incentive Plan effective March 13, 2007, as amended May 20, 2010 (incorporated by reference from, and filed asAppendix B to the Company’s Current Definitive Proxy Statement on Schedule 14A (File No. 000-53290) filed with the Commission on May 4, 2010)(1)+ 10.2 Form of Stock Option Agreement under the ChromaDex, Inc. Second Amended and Restated 2007 Equity Incentive Plan (incorporated by reference from, andfiled as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission on June 24, 2008)(1)+ 10.3 Form of Restricted Stock Purchase Agreement under the ChromaDex, Inc. 2007 Equity Incentive Plan (incorporated by reference from, and filed as Exhibit10.4 to the Company’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission on June 24, 2008)(1)+ 10.4 Amended and Restated Employment Agreement dated April 19, 2010, by and between Frank L. Jaksch, Jr. and ChromaDex, Inc. (incorporated by referencefrom, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 22, 2010)(1)+ 10.5 Amendment, dated June 22, 2018, to the Amended and Restated Employment Agreement, by and between Frank L. Jaksch Jr. and ChromaDex, Inc.(incorporated by reference to, and filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-37752) filed with the Commission onJune 28, 2018)+ 10.6 Amended and Restated Employment Agreement dated April 19, 2010, by and between Thomas C. Varvaro and ChromaDex, Inc. (incorporated by referencefrom, and filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-53290) filed with the Commission on April 22, 2010)(1)+ 10.7 Transition and Separation Agreement, dated December 15, 2017, by and between ChromaDex Corporation and Thomas C. Varvaro (incorporated by referencefrom, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on December 21, 2017)+ 10.8 Standard Industrial/Commercial Multi-Tenant Lease – Net dated December 19, 2006, by and between ChromaDex, Inc. and SCIF Portfolio II, LLC(incorporated by reference from, and filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission onJune 24, 2008) 10.9 First Amendment to Standard Industrial/Commercial Multi-Tenant Lease, made as of July 18, 2008, between SCIF Portfolio II, LLC (“Lessor”) andChromaDex, Inc. (“Lessee”) (incorporated by reference from, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-53290)filed with the Commission on July 23, 2008) 10.10 Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease, made as of May 7, 2013, between SCIF Portfolio II, LLC (“Lessor”) andChromaDex, Inc. (“Lessee”) (incorporated by reference from, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-53290)filed with the Commission on May 7, 2013) 10.11 License Agreement, dated March 25, 2010 between the University of Mississippi and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit10.1 to the Company's Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on May 18, 2010)* 10.12 First Amendment to License Agreement, made as of June 3, 2011 between the University of Mississippi and ChromaDex, Inc. (incorporated by reference from,and filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on August 11, 2011)* 10.13 Restated and Amended License Agreement, effective as of June 3, 2015 between the University of Mississippi and ChromaDex, Inc. (incorporated by referencefrom, and filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on August 13, 2015)*-83- 10.14 License Agreement, dated July 5, 2011 between ChromaDex, Inc. and Cornell University (incorporated by reference from, and filed as Exhibit 10.1 to theCompany’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on November 10, 2011)* 10.15 Exclusive License Agreement, dated September 8, 2011 between the Regents of the University of California and ChromaDex, Inc. (incorporated by referencefrom, and filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on November 10, 2011)* 10.16 First Amendment to the License Agreement, effective as of September 5, 2014 between the Regents of the University of California and ChromaDex, Inc.(incorporated by reference from, and filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commissionon November 6, 2014)* 10.17 Second Amendment to the License Agreement, effective as of December 31, 2015, between the Regents of the University of California and ChromaDex, Inc.(incorporated by reference from, and filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commissionon November 10, 2016)* 10.18 Exclusive License Agreement, dated July 13, 2012 between Dartmouth College and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit 10.3to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 10, 2016) 10.19 Exclusive License Agreement, dated March 7, 2013 between Washington University and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 10, 2016) 10.20 Amendment #1 to Exclusive License Agreement, effective as of December 15, 2015, between Washington University and ChromaDex, Inc. (incorporated byreference from, and filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 10,2016) 10.21 License Agreement, made as of August 1, 2013, between Green Molecular S.L., Inc. and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 10, 2016) 10.22 Employment Agreement by and between ChromaDex Corp. and Troy Rhonemus dated March 6, 2014 (incorporated by reference from, and filed as Exhibit10.1 to the Company’s Current Report on Form 8-K (File No. 000-53290) filed with the Commission on March 10, 2014)+ 10.23 Exclusive License Agreement, effective as of May 16, 2014 between Dartmouth College and ChromaDex, Inc. (incorporated by reference from, and filed asExhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on August 12, 2014)* 10.24 First Amendment to Exclusive License Agreement, effective as of June 13, 2016, between Dartmouth College and ChromaDex, Inc. (incorporated by referencefrom, and filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on November 10, 2016)* 10.25 License Agreement, effective as of October 15, 2014 between University of Mississippi and ChromaDex, Inc. (incorporated by reference from, and filed asExhibit 10.40 to the Company’s Annual report on Form 10-K (File No. 000-53290) filed with the Commission on March 19, 2015)* 10.26 First Amendment to Exclusive License Agreement, effective as of July 6, 2015, between University of Mississippi and ChromaDex, Inc. (incorporated byreference from, and filed as Exhibit 10.7 to the Company’s Quarterly report on Form 10-Q (File No. 001-37752) filed with the Commission on November 10,2016) 10.27 Exclusive License and Supply Agreement, effective as of May 12, 2015 between Suntava, Inc. and ChromaDex, Inc. (incorporated by reference from, and filedas Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-53290) filed with the Commission on August 13, 2015)* 10.28 Lease Agreement, made as of April 14, 2016, by and between Longmont Diagonal Investments LLC and ChromaDex Analytics, Inc. (incorporated by referencefrom and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-53290) filed with the Commission on April 20, 2016) 10.29 Supply Agreement, effective as of February 3, 2014, between Elysium Health, Inc. and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on May 12, 2016)* 10.30 Supply Agreement, effective as of June 26, 2014, between Elysium Health, Inc. and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit 10.2to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on May 12, 2016)* 10.31 Amendment to Supply Agreement, effective as of February 19, 2016, between Elysium Health, Inc. and ChromaDex, Inc. (incorporated by reference from, andfiled as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on May 12, 2016)* -84- 10.32 Form of Securities Purchase Agreement, dated as of June 3, 2016, between an existing stockholder and ChromaDex Corporation (incorporated by referencefrom and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on June 6, 2016) 10.33 Business Financing Agreement, dated as of November 4, 2016, between Western Alliance Bank and ChromaDex Corporation (incorporated by reference to,and filed as Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 16, 2017) 10.34 First Business Financing Modification Agreement, dated as of February 16, 2017, between Western Alliance Bank and ChromaDex Corporation (incorporatedby reference to, and filed as Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 16,2017) 10.35 Second Business Financing Modification Agreement, dated as of March 12, 2017, between Western Alliance Bank and ChromaDex Corporation (incorporatedby reference to, and filed as Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 16,2017) 10.36 Third Business Financing Modification Agreement, dated as of April 19, 2017, between Western Alliance Bank and ChromaDex Corporation (incorporated byreference from, and filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on August 10,2017) 10.37 Fourth Business Financing Modification Agreement, dated as of July 13, 2017, between Western Alliance Bank and ChromaDex Corporation (incorporated byreference from, and filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on August 10,2017) 10.38 Fifth Business Financing Modification Agreement, dated as of August 21, 2017, by and among Western Alliance Bank, ChromaDex Corporation, ChromaDex,Inc., ChromaDex Analytics, Inc. and Healthspan Research, LLC (incorporated by reference from, and filed as Exhibit 10.2 to the Company’s Quarterly Reporton Form 10-Q (File No. 001-37752) filed with the Commission on November 9, 2017) 10.39 Form of Indemnity Agreement, between ChromaDex Corporation and each of its existing directors and executive officers. (incorporated by reference from andfiled as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37752) filed with the Commission on December 16, 2016)+ 10.40 Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference from, and filed as Exhibit 10.4 to the Company’s QuarterlyReport on Form 10-Q (File No. 001-37752) filed with the Commission on August 9, 2018)+ 10.41 Membership Interest Purchase Agreement effective as of March 12, 2017, by and among Robert Fried, Charles Brenner, Jeffrey Allen and the Registrant(incorporated by reference from and filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission onMay 11, 2017) 10.42 Form of Restricted Stock Award Agreement for Robert Fried (incorporated by reference from and filed as Exhibit 10.3 to the Company's Quarterly Report onForm 10-Q (File No. 001-37752) filed with the Commission on May 11, 2017)+ 10.43 Amended and Restated Executive Employment Agreement, dated June 22, 2018, by and between Robert Fried and ChromaDex Corporation (incorporated byreference to, and filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on June 28, 2018)+ 10.44 Securities Purchase Agreement dated April 26, 2017, by and among the Company and the Purchasers (incorporated by reference from and filed as Exhibit 99.1to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on April 27, 2017) 10.45 Registration Rights Agreement, dated April 29, 2017, by and among the Company and the Purchasers (incorporated by reference from and filed as Exhibit 99.1to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on May 2, 2017) 10.46 First Amendment to Securities Purchase Agreement, dated May 24, 2017, by and among the Company and the Purchasers (incorporated by reference from andfiled as Exhibit 99.1 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on May 25, 2017) 10.47 ChromaDex Corporation 2017 Equity Incentive Plan, as amended, and Form of Option Grant Notice, Form of Option Agreement, Form of Restricted StockAward Grant Notice, Form of Restricted Stock Award Agreement, Form of Restricted Stock Unit Award Grant Notice and Form of Restricted Stock UnitAward Agreement thereunder (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K (File No. 001-37752)filed with the Commission on June 28, 2018)+ -85- 10.48 License Agreement dated June 9, 2017, by and between ChromaPharma, Inc. and the Scripps Research Institute (incorporated by reference from and filed asExhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on August 10, 2017)* 10.49 Research Funding Agreement dated June 9, 2017, by and between ChromaPharma, Inc. and the Scripps Research Institute (incorporated by reference from andfiled as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-37752) filed with the Commission on August 10, 2017)* 10.50 Lease, dated July 6, 2017, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.❖ 10.51 First Amendment to Lease, dated February 7, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.❖ 10.52 Second Amendment to Lease, dated June 30, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.❖ 10.53 Third Amendment to Lease, dated November 9, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.❖ 10.54 Executive Employment Agreement, dated October 5, 2017, by and between Kevin M. Farr and ChromaDex Corporation (incorporated by reference from andfiled as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on October 10, 2017)+ 10.55 Securities Purchase Agreement dated November 3, 2017, by and among the Company and the Purchasers (incorporated by reference from and filed as Exhibit99.1 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on November 6, 2017) 10.56 Registration Rights Agreement, dated November 3, 2017, by and among the Company and the Purchasers (incorporated by reference from and filed as Exhibit99.2 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on November 6, 2017) 10.57 Executive Employment Agreement, dated as of January 22, 2018, by and between Mark Friedman and ChromaDex Corporation (incorporated by referencefrom and filed as Exhibit 10.72 to the Company's Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 15, 2018)+ 10.58 Executive Employment Agreement, dated as of June 1, 2018, by and between Lisa Bratkovich and ChromaDex Corporation❖+ 10.59 Separation and Release Agreement, dated as of November 20, 2018, by and between Troy Rhonemus and ChromaDex, Inc.❖+ 10.60 Consultant Agreement, dated as of November 20, 2018, by and between Troy Rhonemus and ChromaDex, Inc.❖+ 10.61 Employment Offer Letter, dated as of October 31, 2018, by ChromaDex Corporation and accepted by Matthew Roberts❖+ 10.62 Supply Agreement, dated December 19, 2018, by and between ChromaDex, Inc. and Nestec Ltd.❖** 21.1 Subsidiaries of ChromaDex Corporation❖ 23.1 Consent of Marcum, LLP, Independent Registered Public Accounting Firm❖ 31.1 Certification of the Chief Executive Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended❖ 31.2 Certification of the Chief Financial Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended❖ 32.1 Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)❖ _________❖ Filed herewith.(1) Plan and related Forms were assumed by ChromaDex Corporation pursuant to Agreement and Plan of Merger, dated as of May 21, 2008, amongChromaDex Corporation (formerly Cody Resources, Inc.), CDI Acquisition, Inc. and ChromaDex, Inc.(2) Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ChromaDex Corporation undertakes to furnishsupplemental copies ofany of the omitted schedules upon request by the Securities and Exchange Commission; provided,however, that ChromaDex Corporation mayrequest confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule so furnished.+ Indicates management contract or compensatory plan or arrangement.* This Exhibit has been granted confidential treatment and has been filed separately with the Commission. The confidential portions of this Exhibithave been omitted and are marked by an asterisk.** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with theCommission. The confidential portions of this Exhibit have been omitted and are marked by an asterisk. -86- Item 16. Form 10-K Summary None. -87- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized, on the 7th day of March 2019. CHROMADEX CORPORATION By: /s/ ROBERT FRIED Robert Fried Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Fried and Kevin Farr, andeach of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report, and to file the same, with allexhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact andagents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, oreither of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant inthe capacities and on the dates indicated. Signature Title Date /s/ ROBERT FRIED Chief Executive Officer and Director March 7, 2019Robert Fried (Principal Executive Officer) /s/ KEVIN FARR Chief Financial Officer March 7, 2019Kevin Farr (Principal Financial and Accounting Officer) /s/ FRANK L. JAKSCH JR. Executive Chairman of the Board and Director March 7, 2019Frank L. Jaksch Jr. /s/ STEPHEN BLOCK Director March 7, 2019Stephen Block /s/ JEFF BAXTER Director March 7, 2019Jeff Baxter /s/ KURT GUSTAFSON Director March 7, 2019Kurt Gustafson /s/ STEVEN RUBIN Director March 7, 2019Steven Rubin /s/ TONY LAU Director March 7, 2019Tony Lau /s/ WENDY YU Director March 7, 2019Wendy Yu -88- Exhibit 4.5  Exhibit 10.50 LEASE 10900 WILSHIRE, L.L.C., a Delaware limited liability company, Landlord and CHROMADEX, INC., a California corporation, Tenant for 10900 Wilshire Boulevard Los Angeles, California July 6, 2017  TABLE OF CONTENTS PageARTICLE 1BASIC LEASE PROVISIONS1ARTICLE 2PREMISES; TERM; RENT2Section 2.1Lease of Premises; Rentable Square Feet of Premises and Building2Section 2.2Commencement Date2Section 2.3Payment of Rent3Section 2.4First Month’s Rent3ARTICLE 3USE AND OCCUPANCY4ARTICLE 4CONDITION OF THE PREMISES4ARTICLE 5ALTERATIONS4Section 5.1Tenant’s Alterations4Section 5.2Manner and Quality of Alterations5Section 5.3Removal of Tenant’s Property5Section 5.4Mechanic’s Liens5Section 5.5Labor Relations5Section 5.6Tenant’s Costs5Section 5.7Tenant’s Equipment6Section 5.8Compliance6Section 5.9Floor Load6ARTICLE 6REPAIRS6Section 6.1Landlord’s Repair and Maintenance6Section 6.2Tenant’s Repair and Maintenance6Section 6.3Reserved Rights7ARTICLE 7INCREASES IN TAXES AND OPERATING EXPENSES7Section 7.1Definitions7Section 7.2Tenant’s Tax Payment9Section 7.3Tenant’s Operating Payment10Section 7.4Non-Waiver; Disputes11Section 7.5Proration11Section 7.6No Reduction in Rent11Section 7.7Allocation of Operating Expenses and Taxes11Section 7.8Intentionally Deleted12Section 7.9Tenant's Payment of Certain Real Estate Taxes12ARTICLE 8REQUIREMENTS OF LAW13Section 8.1Compliance with Requirements13Section 8.2Fire and Life Safety14Section 8.3Required Disclosures Related to Accessibility Standards14ARTICLE 9SUBORDINATION15Section 9.1Subordination and Attornment15Section 9.2Mortgage or Superior Lease Defaults16Section 9.3Tenant’s Termination Right16Section 9.4Provisions16Section 9.5Future Condominium Declaration16  ARTICLE 10SERVICES16Section 10.1Electricity16Section 10.2Excess Electricity16Section 10.3Elevators17Section 10.4Heating, Ventilation and Air Conditioning17Section 10.5Overtime Freight Elevators and HVAC17Section 10.6Cleaning17Section 10.7Water18Section 10.8Refuse Removal18Section 10.9Signage18Section 10.10Telecommunications18Section 10.11Service Interruptions18Section 10.12Supplemental HVAC19Section 10.13Tenant's Security System19ARTICLE 11INSURANCE; PROPERTY LOSS OR DAMAGE20Section 11.1Tenant’s Insurance20Section 11.2Waiver of Subrogation21Section 11.3Restoration22Section 11.4Landlord’s Termination Right22Section 11.5Tenant’s Termination Right23Section 11.6Final 18 Months23Section 11.7Landlord’s Liability23ARTICLE 12EMINENT DOMAIN23Section 12.1Taking23Section 12.2Awards24Section 12.3Temporary Taking24ARTICLE 13ASSIGNMENT AND SUBLETTING24Section 13.1Consent Requirements24Section 13.2Tenant’s Notice25Section 13.3Intentionally Deleted25Section 13.4Conditions to Assignment/Subletting25Section 13.5Binding on Tenant; Indemnification of Landlord27Section 13.6Tenant’s Failure to Complete27Section 13.7Profits27Section 13.8Transfers28Section 13.9Assumption of Obligations29Section 13.10Tenant’s Liability29Section 13.11Listings in Building Directory29Section 13.12Lease Disaffirmance or Rejection29ARTICLE 14ACCESS TO PREMISES30Section 14.1Landlord’s Access30Section 14.2Building Name30Section 14.3Light and Air30ARTICLE 15DEFAULT30Section 15.1Tenant’s Defaults30Section 15.2Landlord’s Remedies31Section 15.3Recovering Rent as It Comes Due32Section 15.4Reletting on Tenant’s Behalf32  Section 15.5General32Section 15.6Interest33Section 15.7Other Rights of Landlord33ARTICLE 16LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES33ARTICLE 17NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL34Section 17.1No Representations34Section 17.2No Money Damages34Section 17.3Reasonable Efforts34ARTICLE 18END OF TERM34Section 18.1Expiration34Section 18.2Holdover Rent34ARTICLE 19QUIET ENJOYMENT35ARTICLE 20NO SURRENDER; NO WAIVER35Section 20.1No Surrender or Release35Section 20.2No Waiver35ARTICLE 21WAIVER OF TRIAL BY JURY; COUNTERCLAIM35Section 21.1Jury Trial Waiver35Section 21.2Waiver of Counterclaim35ARTICLE 22NOTICES36ARTICLE 23RULES AND REGULATIONS36ARTICLE 24BROKER36ARTICLE 25INDEMNITY36Section 25.1Waiver of Liability36Section 25.2Tenant’s Indemnity37Section 25.3Landlord’s Indemnity37Section 25.4Defense and Settlement37ARTICLE 26MISCELLANEOUS37Section 26.1Delivery37Section 26.2Transfer of Real Property37Section 26.3Limitation on Liability38Section 26.4Rent38Section 26.5Entire Document38Section 26.6Governing Law38Section 26.7Unenforceability38Section 26.8Lease Disputes38Section 26.9Landlord’s Agent38Section 26.10Estoppel39Section 26.11Certain Interpretational Rules39Section 26.12Parties Bound39Section 26.13Memorandum of Lease39Section 26.14Counterparts; Execution By Telefacsimile or PDF format39  Section 26.15Survival39Section 26.16Code Waivers39Section 26.17Inability to Perform40Section 26.18Substitution of Other Premises40Section 26.19Financial Statements40Section 26.20Development of the Real Property40Section 26.21Tax Status of Beneficial Owner41Section 26.22Authority41Section 26.23Attorneys' Fees41Section 26.24Abatement Event41ARTICLE 27SECURITY DEPOSIT42Section 27.1Security Deposit42Section 27.2Application of Security42Section 27.3Transfer42ARTICLE 28PARKING43 Schedule of Exhibits Exhibit AFloor Plan of Premises Exhibit BDefinitions Exhibit CWork Letter Exhibit DDesign Standards Exhibit ECleaning Specifications Exhibit FRules and Regulations Exhibit GNotice of Lease Term Dates  LEASE THIS LEASE is made as of the 6th day of July, 2017 (“Effective Date”), between 10900 WILSHIRE, L.L.C., a Delaware limited liability company(“Landlord”), and CHROMADEX, INC., a California corporation (“Tenant”). Landlord and Tenant hereby agree as follows: ARTICLE 1 BASIC LEASE PROVISIONS PREMISESA portion of the sixth (6th) floor of the Building, currently known as Suite 601 and Suite 606, as more particularly shownon Exhibit A. The Premises shall be known as and designated as Suite 650 on and after the Effective Date.BUILDINGThe building, fixtures, equipment and other improvements and appurtenances now located or hereafter erected, located orplaced upon the land known as 10900 Wilshire Boulevard, Los Angeles, California.REAL PROPERTYThe Building, together with the plot of land upon which the Building, the Building Parking Facility and the CommonAreas stand.COMMENCEMENT DATEThe date upon which the Premises shall be Ready for Occupancy (defined in Section 3 of the Work Letter attached heretoas Exhibit C (the "Work Letter")).EXPIRATION DATEThe date which is the last day of the fifty (50) month following the Commencement Date.TERMThe period commencing on the Commencement Date and ending on the Expiration Date.PERMITTED USESExecutive and general offices consistent with the character of the Building as a first-class office building.BASE YEARCalendar year 2018.TENANT’S PROPORTIONATESHARE1.903%AGREED AREA OF BUILDING237,146 rentable square feet, as mutually agreed by Landlord and Tenant.AGREED AREA OF PREMISES4,512 rentable (3,746 usable) square feet, as mutually agreed by Landlord and Tenant. -1- FIXED RENT MonthsDuring Term Fixed RentPer Annum Fixed RentPer Month Annual Fixed Rent PerRentableSquare Foot* 1-12**$230,112.00$19,176.00$4.25 13-24*$238,165.92$19,847.16$4.40 25-36$246,501.72$20,541.80$4.55 37-50$255,129.28$21,260.77$4.71 *The calculations of the monthly Fixed Rent per rentable square foot set forth above are approximate calculations based on athree and one half percent (3.5%) increase per annum.**Notwithstanding the Fixed Rent schedule set forth above, (i) Tenant shall have no obligation to pay Fixed Rent for thePremises during the initial five (5) months of the Term, and (ii) Tenant shall only be obligated to pay an amount equal to (a)$11,224.25 per month of the Fixed Rent attributable to the Premises during the sixth (6th) through twelfth (12th) month of theinitial Term, (b) $11,617.10 per month of the Fixed Rent attributable to the Premises during the thirteenth (13th) month of theinitial Term, and (c) $18,437.10 per month of the Fixed Rent attributable to the Premises during the fourteenth (14th) month ofthe initial Term.ADDITIONAL RENTAll sums other than Fixed Rent payable by Tenant to Landlord under this Lease, including Tenant’s Tax Payment, Tenant’sOperating Payment, late charges, overtime or excess service charges, damages, and interest and other costs related to Tenant’sfailure to perform any of its obligations under this Lease.RENTFixed Rent and Additional Rent, collectively.INTEREST RATEThe lesser of (i) four percent (4%) per annum above the then-current Base Rate, and (ii) the maximum rate permitted byapplicable Requirements.SECURITY DEPOSIT$42,521.55.TENANT’S ADDRESS FORNOTICES ChromaDex, Inc.10005 Muirlands Suite GIrvine, CA 92618Attention: Legal DepartmentLANDLORD’S ADDRESSFOR NOTICES10900 Wilshire, L.L.C.℅ Tishman Speyer Properties, L.P.10900 Wilshire Boulevard, Suite 200Los Angeles, California90024Attn: Property Manager With copies to:Tishman Speyer Properties, L.P.45 Rockefeller PlazaNew York, New York 10111Attn: Chief Legal Officerand:Tishman Speyer Properties, L.P.45 Rockefeller PlazaNew York, New York 10111Attn: Chief Financial OfficerTENANT’S BROKERCushman & Wakefield U.S., Inc.LANDLORD’S AGENTTishman Speyer Properties, L.P. or any other person or entity designated at any time and from time to time by Landlord asLandlord’s Agent. All capitalized terms used in this Lease without definition are defined in Exhibit B. ARTICLE 2 PREMISES; TERM; RENT Section 2.1 Lease of Premises; Rentable Square Feet of Premises and Building. Subject to the terms of this Lease, Landlord leases to Tenant andTenant leases from Landlord the Premises for the Term. Landlord and Tenant hereby agree that the rentable square feet and usable square feet of the Premisesand rentable square feet of the office area of the Building have been agreed to by Landlord and Tenant and are as stipulated in Article 1, above. In addition,Landlord grants to Tenant the right to use, on a non-exclusive basis and in common with others, the Common Areas. Except as otherwise provided in thisLease, the manner in which the Common Areas are maintained and operated shall be at the reasonable discretion of Landlord and the use thereof shall besubject to the Rules and Regulations, which Rules and Regulations shall not be unreasonably or discriminatorily modified or enforced in a manner whichwill materially interfere with the conduct of Tenant's Permitted Uses from the Premises or Tenant's use of or access to the Premises, Building or BuildingParking Facility. Notwithstanding anything above to the contrary, Landlord shall maintain and operate the Building in a first-class manner and conditionconsistent with that of other Comparable Buildings. Except when and where Tenant's right of access is specifically excluded as the result of (i) an emergency,(ii) a requirement by applicable Requirements, or (iii) a specific provision set forth in this Lease, Tenant shall have the right of access to the Premises, theBuilding, and the Building Parking Facility twenty-four (24) hours per day, seven (7) days per week during the Term. Section 2.2 Commencement Date. (a) In General. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant. The Term of thisLease shall commence on the Commencement Date. Unless sooner terminated or extended as may be hereinafter provided, the Term shall end on theExpiration Date. Except as expressly set forth in Sections 2.2(a) and (b), below, if Landlord does not tender possession of the Premises to Tenant on or beforeany particular date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and theTerm shall not commence until the Commencement Date. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving ofnotice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease, with the Tenant Improvements SubstantiallyCompleted and available for Tenant’s legal occupancy. No failure to tender possession of the Premises to Tenant on or before any particular date shall affectany other obligations of Tenant hereunder. At any time during the Term, Landlord may deliver to Tenant a Notice of Lease Term Dates in the form as set forthin Exhibit G, attached hereto, which notice Tenant shall execute and return to Landlord within five (5) days of receipt thereof. -2- (b) Abatement of Fixed Rent. Notwithstanding anything to the contrary set forth herein, but subject to the terms of this Section 2.2(b),below, in the event that Landlord fails to cause the Premises to be Ready for Occupancy on or before August 1, 2017 (the "First Rent Credit Date") for anyreason other than an Unavoidable Delay or a Tenant Delay, then Tenant shall be entitled to an abatement of one (1) day of Fixed Rent attributable to thePremises for the number of days commencing as of the day immediately following the Rent Credit Date and continuing through the date that the Premises areReady for Occupancy. Additionally, Notwithstanding anything to the contrary set forth herein, in the event that Landlord fails to cause the Premises to beReady for Occupancy on or before August 11, 2017 (the "Second Rent Credit Date") for any reason other than an Unavoidable Delay or a Tenant Delay, thenTenant shall be entitled to an abatement of two (2) days of Fixed Rent attributable to the Premises for the number of days commencing as of the dayimmediately following the Second Rent Credit Date and continuing through the date that the Premises are Ready for Occupancy. Any Fixed Rent credit thatTenant may be entitled to under this Section 2.2(b) shall be applied as a credit against the Fixed Rent attributable to the Premises effective as of the sixth (6th)month of the initial Term. Except as set forth in Section 2.2(c), below, Tenant's right to an abatement of Fixed Rent as set forth in this Section 2.2(b) shall beTenant's sole and exclusive remedy at law or in equity for Landlord's failure to cause the Premises to be Ready for Occupancy on or prior to the First RentCredit Date and the Second Rent Credit Date, as applicable. The First Rent Credit Date and the Second Rent Credit Date shall each be extended to the extentof any Unavoidable Delay or any Tenant Delay. Tenant hereby acknowledges and agrees the First Rent Credit Date and the Second Rent Credit Date shallboth be extended on a day-for-day basis by the period commencing on June 30, 2017 and continuing until the date upon which this Lease is executed byTenant and delivered to Landlord. (c) Tenant Termination Right. Notwithstanding anything to the contrary set forth herein, in the event that Landlord fails to cause thePremises to be Ready for Occupancy on or before September 30, 2017 (the "Outside Date") for any reason other than an Unavoidable Delay or a TenantDelay, then, except as otherwise set forth in Section 2.2(b), the sole remedy of Tenant for such failure shall be the right to deliver a notice to Landlord (a"Election Notice") electing to terminate this Lease effective upon the date occurring five (5) Business Days following receipt by Landlord of the ElectionNotice (the "Effective Termination Date"). The Election Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date (as thesame may be extended pursuant to the terms of Section 2.2(c), below) nor later than five (5) Business Days after the Outside Date. In the event that Tenantfails to deliver to Landlord the Election Notice within five (5) Business Days following the Outside Date, then Tenant shall be deemed to have waived itsright to terminate the Lease pursuant to the terms of this Section 2.2(c). The Outside Date shall be extended to the extent of any delay or delays caused by anUnavoidable Delay and any Tenant Delay. Upon any termination as set forth in this Section 2.2(c), Landlord and Tenant shall be relieved from any and allliability to each other resulting hereunder except that Landlord shall return to Tenant any prepaid rent and the Security Deposit (to the extent the same hasbeen paid by Tenant). Tenant hereby acknowledges and agrees that the Outside Date shall be extended on a day-for-day basis by the period commencing onJune 30, 2017 and continuing until the date upon which this Lease is executed by Tenant and delivered to Landlord. Section 2.3 Payment of Rent. (a) Tenant shall pay to Landlord, without notice or demand, and without any set-off, counterclaim, abatement or deduction whatsoever,except as may be expressly set forth in this Lease, in lawful money of the United States by check or wire transfer of funds, (i) Fixed Rent in equal monthlyinstallments, in advance, on the first (1st) day of each month during the Term, commencing on the Commencement Date, and (ii) Additional Rent, at the timesand in the manner set forth in this Lease. Section 2.4 First Month’s Rent. Tenant shall pay an amount equal to $11,224.25 upon the execution of this Lease (“Advance Rent”). The AdvanceRent shall be credited towards Fixed Rent for the sixth (6th) month of the initial Term. -3- ARTICLE 3 USE AND OCCUPANCY Tenant shall use and occupy the Premises for the Permitted Uses and for no other purpose. Tenant shall not use or occupy or permit the use oroccupancy of any part of the Premises in a manner constituting a Prohibited Use. Tenant further covenants and agrees that Tenant shall not use, or suffer orpermit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth inExhibit F, attached hereto, or in violation of any applicable Requirements. Tenant shall not do or permit anything to be done in or about the Premises,(including, without limitation, the installation or use of any Alterations (defined in Section 5.1, below), Equipment defined in Section 5.7, below) or anyother furniture, fixture and equipment, or Supplemental HVAC Systems (defined in Section 10.12, below) in the Premises), which will in any way damage theBuilding, or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them by reason of noise, odors, or vibrations.If Tenant uses the Premises for a purpose constituting a Prohibited Use, violating any Requirement or the terms of this Article 3, or causing the Real Propertyto be in violation of any Requirement or the terms of this Article 3, then Tenant shall promptly discontinue such use upon notice of such violation. Tenant, atits expense, shall procure and at all times maintain and comply with the terms and conditions of all licenses and permits required for the lawful conduct of thePermitted Uses in the Premises. ARTICLE 4 CONDITION OF THE PREMISES Tenant has inspected the Premises and agrees, except as otherwise specifically provided in the Work Letter and this Lease (a) to accept possession ofthe Premises in the condition existing on the Commencement Date “as is”, and (b) Landlord has no obligation to perform any work, supply any materials,incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Subject to the terms of this Lease and the WorkLetter and Landlord's on-going repair and maintenance obligations, as and to the extent set forth in this Lease, Tenant’s occupancy of any part of thePremises shall be conclusive evidence, as against Tenant, that Tenant has accepted possession of the Premises in its then current condition and at the timesuch possession was taken, the Premises and the Real Property were in a good and satisfactory condition as required by this Lease. ARTICLE 5 ALTERATIONS Section 5.1 Tenant’s Alterations. (a) Tenant shall have the right, without Landlord's prior written consent, but upon five (5) Business Days prior written notice to Landlord(which notice shall contain a description of the contemplated work), to make strictly cosmetic, non-structural additions and alterations, such as painting, wallcoverings and floor coverings to the Premises that (i) do not involve the expenditure of more than Twenty-Five Thousand and No/100 Dollars ($25,000.00)in the aggregate in any twelve (12) month period, and (ii) do not contain a Design Problem (defined below) (the foregoing additions and alterations describedin this sentence are collectively referred to herein as "Decorative Alterations"). Except in connection with Decorative Alterations, Tenant shall not make anyalterations, additions or other physical changes in or about the Premises (collectively, “Alterations”) without Landlord’s prior consent, which consent shallnot be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed reasonable for Landlord to withhold its consent to any Alterationsthat contain a Design Problem. A "Design Problem" is defined as and will be deemed to exist if any Alterations (i) are structural and adversely affect anyBuilding Systems, (ii) are visible from outside of the Premises or affect the exterior appearance of the Building, (iii) affect the certificate of occupancy issuedfor the Building or the Premises, and/or (iv) violate any Requirement. -4- (b) Plans and Specifications. Prior to making any Alterations (other than Decorative Alterations), Tenant, at its expense, shall (i) submit toLandlord for its approval in accordance with Section 5.1(a) above, detailed plans and specifications (“Plans”) of each proposed Alteration (other thanDecorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewedand approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by anyGovernmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employedby Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability (including property damagecoverage) and business auto insurance and Builder’s Risk coverage (as described in Article 11) all in such form, with such companies, for such periods and insuch amounts as Landlord reasonably requires, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish toLandlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). (c) Governmental Approvals. Tenant, at its expense, shall, as and when required, promptly obtain certificates of partial and final approvalof such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with “as-built” Plans for suchAlterations prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept), usingnaming conventions issued by the American Institute of Architects in June, 1990 (or such other naming conventions as Landlord may accept) and magneticcomputer media of such record drawings and specifications translated in DFX format or another format acceptable to Landlord. Section 5.2 Manner and Quality of Alterations. All Alterations shall be performed (a) in a good and workmanlike manner and free from defects,(b) substantially in accordance with the Plans, and by contractors designated by Landlord, (c) in compliance with all Requirements, the terms of this Leaseand all construction procedures and regulations then prescribed by Landlord, and (d) at Tenant's expense. All materials and equipment shall be of first qualityand at least equal to the applicable standards for the Building then established by Landlord, and no such materials or equipment (other than Tenant’sProperty) shall be subject to any lien or other encumbrance. Upon completion of any Alterations hereunder, Tenant shall provide Landlord with copies of allconstruction contracts, proof of payment for all labor and materials, and final unconditional waivers of lien from all contractors, subcontractors, materialmen,suppliers and others having lien rights with respect to such Alterations, in the form prescribed by California law. In addition, Tenant shall cause a Notice ofCompletion to be recorded in the Office of the Recorder of the county in which the Real Property is located in accordance with Section 8182 of the CivilCode of the State of California or any successor statute and shall timely give all notices required pursuant to Section 8190 of the Civil Code of the State ofCalifornia or any successor statute. Section 5.3 Removal of Tenant’s Property. Tenant’s Property shall remain the property of Tenant and Tenant may remove the same at any time onor before the Expiration Date. On or before the Expiration Date (provided Landlord notified Tenant that Landlord may require the removal of any SpecialtyAlterations in the Premises at the time Landlord approved or consented to such Specialty Alterations), Tenant shall, unless otherwise directed by Landlord, atTenant’s expense, remove any Specialty Alterations and close up any slab penetrations caused by Tenant in the Premises. Tenant shall repair and restore, in agood and workmanlike manner, any damage to the Premises or the Real Property caused by Tenant’s removal of any Alterations or Tenant’s Property or bythe closing of any slab penetrations, and upon default thereof, Tenant shall reimburse Landlord for Landlord’s cost of repairing and restoring such damage.Any Specialty Alterations or Tenant’s Property not so removed shall be deemed abandoned and Landlord may retain or remove and dispose of same, andrepair and restore any damage caused thereby, at Tenant’s cost and without accountability to Tenant. All other Alterations shall become Landlord’s propertyupon termination of this Lease. Section 5.4 Mechanic’s Liens. Tenant, at its expense, shall discharge any lien or charge recorded or filed against the Real Property in connectionwith any work done or claimed to have been done by or on behalf of, or materials furnished or claimed to have been furnished to, Tenant, within ten (10) daysafter Tenant’s receipt of notice thereof by payment, filing the bond required by law or otherwise in accordance with applicable Requirements. Section 5.5 Labor Relations. Tenant shall not employ, or permit the employment of, any contractor, mechanic or laborer, or permit any materials tobe delivered to or used in the Building, if, in Landlord’s reasonable judgment, such employment, delivery or use will interfere or cause any conflict withother contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. If suchinterference or conflict occurs, upon Landlord’s request, Tenant shall cause all contractors, mechanics or laborers causing such interference or conflict toleave the Building as soon as reasonably possible. Section 5.6 Tenant’s Costs. Tenant shall pay to Landlord, upon demand, all out-of-pocket third costs actually incurred by Landlord in connectionwith Alterations, including costs incurred in connection with (a) Landlord’s review of the Alterations (i.e., cost of architectural and engineer review feesincurred in connection with the request for approval thereof), except in connection with Decorative Alterations, and (b) the provision of Building personnelduring the performance of any Alteration, to operate elevators or otherwise to facilitate the Alterations after Ordinary Business Hours if requested by Tenant.In addition, if the Alterations exceed $25,000, Tenant shall pay to Landlord, upon demand, an administrative fee in an amount equal to five percent (5%) ofthe total cost of any Alterations other than Decorative Alterations (which shall be inclusive of any of the foregoing third party costs), in which event, atLandlord’s request, Tenant shall deliver to Landlord reasonable supporting documentation evidencing the hard and soft costs incurred by Tenant indesigning and constructing any Alterations. -5- Section 5.7 Tenant’s Equipment. Tenant shall provide notice to Landlord prior to moving any heavy machinery, heavy equipment, freight, bulkymatter or fixtures (collectively, “Equipment”) into or out of the Building and shall pay to Landlord any reasonable and reasonably necessary out-of-pocketcosts actually incurred by Landlord in connection therewith. If such Equipment requires special handling, Tenant agrees (a) to employ only persons holdingall necessary licenses to perform such work, (b) all work performed in connection therewith shall comply with all applicable Requirements and (c) such workshall be done only during hours reasonably designated by Landlord. Section 5.8 Compliance. The approval of Plans, or consent by Landlord to the making of any Alterations, does not constitute Landlord’srepresentation that such Plans or Alterations comply with any Requirements. Landlord shall not be liable to Tenant or any other party in connection withLandlord’s approval of any Plans, or Landlord’s consent to Tenant’s performing any Alterations, and Tenant's waiver and indemnity set forth in this Leaseshall specifically apply to the Plans or Alterations. If any Alterations made by or on behalf of Tenant require Landlord to make any alterations orimprovements to any part of the Real Property in order to comply with any Requirements, Tenant shall pay all reasonable, out-of-pocket costs and expensesincurred by Landlord in connection with such alterations or improvements. Section 5.9 Floor Load. Tenant shall not place a load upon any floor of the Premises that exceeds fifty (50) pounds per square foot “live load”.Landlord reserves the right to reasonably designate the position of all Equipment which Tenant wishes to place within the Premises, and to place limitationson the weight thereof. ARTICLE 6 REPAIRS Section 6.1 Landlord’s Repair and Maintenance. Landlord shall operate, maintain and, except as provided in Section 6.2 hereof, make allnecessary repairs (both structural and non-structural) to keep in first-class condition and operating order (i) the Base Building (defined below) and (ii) theCommon Areas. For purposes of this Lease, the "Base Building" shall include, but not be limited, to the following: (a) roof structure and membrane;(b) exterior walls and glass; (c) floor/ceiling slabs and other structural portions of the Building, including, without limitation, the foundation, curtain wall,exterior glass, and mullions, columns, beams, shafts (including elevator shafts); and (d) Building Systems. Section 6.2 Tenant’s Repair and Maintenance. Subject to the terms of Section 6.2, below, Tenant shall promptly, at its expense and in compliancewith Article 5, make all non-structural repairs to the Premises and the fixtures, equipment and appurtenances therein (including all electrical, plumbing,heating, ventilation and air conditioning, sprinklers and life safety systems in and serving the Premises from the point of connection to the Building Systems)(collectively, “Tenant Fixtures”) as and when needed to preserve the Premises in good working order and condition, except for reasonable wear and tear andsubject to Landlord's repair and maintenance obligations pursuant to the express provisions of this Lease (but such obligation shall not extend to the BasedBuilding, except to the extent otherwise required pursuant to this Section 6.2 or Section 8.1(a) below). All damage to the Building or to any portion thereof,or to any Tenant Fixtures, requiring structural or non-structural repair caused by or resulting from any act, omission, neglect or improper conduct of a TenantParty or the moving of Tenant’s Property or Equipment into, within or out of the Premises by a Tenant Party, shall be repaired at Tenant’s expense by(i) Tenant, if the required repairs are non-structural in nature and do not affect any Building System, or (ii) Landlord, if the required repairs are structural innature, involve replacement of exterior window glass or affect any Building System. All Tenant repairs shall be of good quality utilizing new constructionmaterials. Notwithstanding anything set forth in this Section 6.2, above, to the contrary, Landlord shall cause all electrical, plumbing, heating, ventilation andair conditioning, sprinklers, life-alarm and life safety systems in and serving the Premises from the point of connection to the Building Systems which servethe Premises to be in good working condition and repair upon the delivery of the Premises to Tenant. The foregoing shall not be deemed to require Landlordto replace any such systems, as opposed to repair any such systems. If it is determined during the first twelve (12) months of the Term that any of such systemswere not in good working condition and repair as of the date of Landlord's delivery of the Premises to Tenant, Landlord shall not be liable to Tenant for anydamages, but, Landlord, at no cost to Tenant, shall perform such work or take such other action as may be necessary to place the same in good workingcondition and repair. -6- Section 6.3 Reserved Rights. Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to theReal Property, including the Building Systems, including changing the arrangement or location of entrances or passageways, doors and doorways, corridors,elevators, stairs, toilets or other Common Areas (collectively, “Work of Improvement”), as Landlord deems necessary or desirable, provided that (a) the levelof any Building service shall not decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporarychanges in the level of such services during the performance of any such Work of Improvement), and (b) Tenant is not deprived of access to or use of thePremises for Permitted Use. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during theperformance of such Work of Improvement. Subject to the foregoing, there shall be no Rent abatement (except as otherwise provided in Section 26.24 below)or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s otherobligations under this Lease, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord,Tenant or others performing, or failing to perform, any Work of Improvement. ARTICLE 7 INCREASES IN TAXES AND OPERATING EXPENSES Section 7.1 Definitions. For the purposes of this Article 7, the following terms shall have the meanings set forth below: (a) “Assessed Valuation” shall mean the amount for which the Real Property is assessed by the County Assessor of Los Angeles for thepurpose of imposition of Taxes. (b) “Base Operating Expenses” shall mean the Operating Expenses for the Base Year. (c) “Base Taxes” shall mean the Taxes payable for the Base Year. (d) “Comparison Year” shall mean each calendar year commencing subsequent to the Base Year. -7- (e) “Operating Expenses” shall mean the aggregate of all costs and expenses paid or incurred by or on behalf of Landlord in connectionwith the ownership, operation, repair and maintenance of the Real Property, including the rental value (at customary market rates) of Landlord’s Buildingoffice and capital repairs, replacements, and improvements (collectively "Capital Costs") incurred after the Base Year only if such Capital Costs either (i) arereasonably intended to result in a reduction in Operating Expenses (as for example, a labor-saving improvement), provided the amount included in OperatingExpenses in any Comparison Year shall not exceed an amount equal to the savings reasonably anticipated to result from the installation and operation ofsuch improvement, and/or (ii) is made during any Comparison Year in compliance with applicable Requirements, except for such Capital Costs to remedy acondition existing prior to the Commencement Date, which a federal, state or municipal governmental authority, if it had knowledge of such condition priorto the Commencement Date, would have then required to be remedied pursuant to the then-current applicable Requirements in their form existing as of theCommencement Date. Such Capital Costs shall be amortized (with interest at the Base Rate) on a straight-line basis over its useful life in accordance withsound real estate management and accounting principles, consistently applied, and the amount included in Operating Expenses in any Comparison Yearshall be equal to the annual amortized amount. Operating Expenses shall not include any Excluded Expenses. If during all or part of the Base Year or anyComparison Year, Landlord shall not furnish any particular item(s) of work or service (which would otherwise constitute an Operating Expense) to anyoccupable portions of the Building for any reason, then, for purposes of computing Operating Expenses for such period, the amount included in OperatingExpenses for such period shall be increased by an amount equal to the costs and expenses that would have been reasonably incurred by Landlord during suchperiod if Landlord had furnished such item(s) of work or service to such portion of the Building. If during all or part of the Base Year or any Comparison Year,Landlord shall not furnish any particular item(s) of work or service (which would otherwise constitute an Operating Expense) to any leasable portions of theBuilding for any reason, then, for purposes of computing Operating Expenses for such period, the amount included in Operating Expenses for such periodshall be increased by an amount equal to the costs and expenses that would have been reasonably incurred by Landlord during such period if Landlord hadfurnished such item(s) of work or service to such portion of the Building. In determining the amount of Operating Expenses for the Base Year or anyComparison Year, if less than ninety-five percent (95%) of the Building rentable area is occupied by tenants at any time during any such Base Year orComparison Year, Operating Expenses that vary based on occupancy shall be determined for such Base Year or Comparison Year, using sound real estatemanagement principles consistently applied, to be an amount equal to the like expenses which would normally be expected to be incurred had suchoccupancy been ninety-five percent (95%) throughout the Base Year or such Comparison Year. To the extent that any facilities and equipment located inand/or personnel located at or serving the Real Property also serve any other building in the surrounding area (including, without limitation, Beverly Hills)which is owned or managed by an affiliate of Landlord (each, a "Surrounding Building" and collectively, the "Surrounding Buildings"), and/or to the extentthat any service furnished to the Real Property is provided by facilities and equipment located in and/or personnel located at or serving a SurroundingBuilding, the cost of the use, operation, management, occupancy, maintenance, repair, upgrade and, to the extent permitted by clauses (i) and (ii) above (ifapplicable), replacement of such facilities and equipment and the compensation of such personnel, shall be deemed an Operating Expense of the RealProperty, if and to the same extent that such cost would have constituted an Operating Expense had such facilities, equipment and personnel either servedonly the Real Property or been located in or at the Real Property, as applicable (i.e., Landlord shall not have the right to pass through any Excluded Expensesto Tenant pursuant to the terms of this last paragraph of Section 7.1(e)); provided, however, to the extent that any service or goods are furnished or suppliedto both the Real Property and one or more Surrounding Buildings pursuant to the same agreement or by the same facilities, equipment and/or personnel,Operating Expenses for purposes of this Lease shall be limited to that portion of the Operating Expenses which is properly allocable, in Landlord's reasonablejudgment, to the Real Property. (f) “Statement” shall mean a statement containing a comparison of (i) Base Taxes and the Taxes for any Comparison Year, or (ii) BaseOperating Expenses and the Operating Expenses for any Comparison Year. -8- (g) “Taxes” shall mean (i) all real estate taxes, assessments, sewer and water rents, rates and charges and other governmental levies,impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen (including transit taxes, leasehold taxes or taxes based uponthe receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent), which may be assessed, levied or imposed upon all or any part ofthe Real Property, and (ii) all expenses (including reasonable attorneys’ fees and disbursements and experts’ and other witnesses’ fees) incurred in contestingany of the foregoing or the Assessed Valuation of the Real Property (but such expenses will not be included in Base Taxes if incurred during the Base Year).Taxes shall not include (x) interest or penalties incurred by Landlord as a result of Landlord’s late payment of Taxes, or (y) franchise, transfer, gift,inheritance, estate or net income taxes imposed upon Landlord. If Landlord elects to pay any assessment in annual installments, then (i) such assessment shallbe deemed to have been so divided and to be payable in the maximum number of installments permitted by law, and (ii) there shall be deemed included inTaxes for each Comparison Year the installments of such assessment becoming payable during such Comparison Year, together with interest payable duringsuch Comparison Year on such installments and on all installments thereafter becoming due as provided by law, all as if such assessment had been sodivided. If at any time the methods of taxation prevailing on the Effective Date are altered so that in lieu of or as an addition to the whole or any part ofTaxes, there shall be assessed, levied or imposed (1) a tax, assessment, levy, imposition or charge based on the income or rents received from the RealProperty whether or not wholly or partially as a capital levy or otherwise, (2) a tax, assessment, levy, imposition or charge measured by or based in whole or inpart upon all or any part of the Real Property and imposed upon Landlord, (3) a license fee measured by the rents, or (4) any other tax, assessment, levy,imposition, charge or license fee however described or imposed, including business improvement district impositions, then all such taxes, assessments, levies,impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes. Section 7.2 Tenant’s Tax Payment. (a) If the Taxes payable for any Comparison Year exceed the Base Taxes, Tenant shall pay to Landlord Tenant’s Proportionate Share ofsuch excess (“Tenant’s Tax Payment”). For each Comparison Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable estimateof Tenant’s Tax Payment for such Comparison Year (the “Tax Estimate”). Tenant shall pay to Landlord on the first (1st) day of each month during suchComparison Year an amount equal to one-twelfth (1/12) of the Tax Estimate for such Comparison Year. If Landlord furnishes a Tax Estimate for aComparison Year subsequent to the commencement thereof, then (i) until the first (1st) day of the month following the month in which the Tax Estimate isfurnished to Tenant, Tenant shall pay to Landlord on the first (1st) day of each month an amount equal to the monthly sum payable by Tenant to Landlordunder this Section 7.2 during the last month of the preceding Comparison Year, (ii) promptly after the Tax Estimate is furnished to Tenant or togethertherewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Tax Estimate previously made for such Comparison Year weregreater or less than the installments of Tenant’s Tax Estimate to be made for such Comparison Year in accordance with the Tax Estimate, and (x) if there shallbe a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, or (y) if there shall have been an overpayment, Landlordshall credit the amount thereof against subsequent payments of Rent due hereunder, and (iii) on the first (1st) day of the month which is thirty (30) daysfollowing the month in which the Tax Estimate is furnished to Tenant, and on the first (1st) day of each month thereafter throughout the remainder of suchComparison Year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12) of the Tax Estimate. Landlord shall have the right, upon not less than30 days prior written notice to Tenant, to reasonably adjust the Tax Estimate from time to time during any Comparison Year. (b) As soon as reasonably practicable after Landlord has determined the Taxes for a Comparison Year, Landlord shall furnish to Tenant aStatement for such Comparison Year. If the Statement shows that the sums paid by Tenant under Section 7.2(a) exceeded the actual amount of Tenant’s TaxPayment for such Comparison Year, Landlord shall credit the amount of such excess against subsequent payments of Rent due hereunder, or if no furtherpayments of Rent are due hereunder, Landlord shall refund such amounts directly to Tenant. If the Statement for such Comparison Year shows that the sumsso paid by Tenant were less than Tenant’s Tax Payment for such Comparison Year, Tenant shall pay the amount of such deficiency within ten (10) BusinessDays after delivery of the Statement to Tenant. -9- (c) Only Landlord may institute proceedings to reduce the Assessed Valuation of the Real Property and the filings of any such proceedingby Tenant without Landlord’s consent shall constitute an Event of Default. Landlord shall not be obligated to file any application or institute any proceedingseeking a reduction in Taxes or the Assessed Valuation. Notwithstanding anything to the contrary set forth in this Lease, the amount of Base Taxes and Taxesin any Comparison Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and,therefore, the Base Taxes and/or Taxes in any Comparison Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Taxesdue under this Lease; provided that (i) any reasonable costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be deductedfrom Taxes nor included in Tenant's Tax Payment for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Taxes norrefunded to Tenant, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge this Section 7.2(c) is not intended to in any wayaffect the inclusion in Taxes of the statutory two percent (2.0%) annual increase in Taxes (as such statutory increase may be modified by subsequentlegislation). (d) Tenant shall be responsible for any applicable occupancy or rent tax now in effect or hereafter enacted and, if such tax is payable byLandlord, Tenant shall pay such amounts to Landlord, within thirty (30) days of Landlord’s demand therefor. (e) Tenant shall be obligated to make Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of any Taxes asthe result of any reduction, abatement or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic orother tax-exempt status. Section 7.3 Tenant’s Operating Payment. (a) If the Operating Expenses payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall pay to LandlordTenant’s Proportionate Share of such excess (“Tenant’s Operating Payment”). For each Comparison Year, Landlord shall furnish to Tenant a statementsetting forth Landlord’s reasonable estimate of Tenant’s Operating Payment for such Comparison Year (the “Expense Estimate”). Tenant shall pay toLandlord on the first (1st) day of each month during such Comparison Year an amount equal to one-twelfth (1/12) of the Expense Estimate. If Landlordfurnishes an Expense Estimate for a Comparison Year subsequent to the commencement thereof, then (i) until the first (1st) day of the month following themonth in which the Expense Estimate is furnished to Tenant, Tenant shall pay to Landlord on the first (1st) day of each month an amount equal to themonthly sum payable by Tenant to Landlord under this Section 7.3 during the last month of the preceding Comparison Year, (ii) promptly after the ExpenseEstimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Paymentpreviously made for such Comparison Year were greater or less than the installments of Tenant’s Operating Payment to be made for such Comparison Year inaccordance with the Expense Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within ten (10) Business Days after demandtherefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against subsequent payments of Rent due hereunder, and(iii) on the first (1st) day of the month following the month in which the Expense Estimate is furnished to Tenant, and on the first (1st) day of each monththereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12) of the Expense Estimate.Landlord shall have the right, upon not less than thirty (30) days prior written notice to Tenant, to reasonably adjust the Expense Estimate from time to timeduring any Comparison Year. (b) On or before May 1st of each Comparison Year, Landlord shall furnish to Tenant a Statement for the immediately preceding ComparisonYear. If the Statement shows that the sums paid by Tenant under Section 7.3(a) exceeded the actual amount of Tenant’s Operating Payment for suchComparison Year, Landlord shall credit the amount of such excess against subsequent payments of Rent due hereunder, or if no further payments of Rent aredue hereunder, Landlord shall refund such amounts directly to Tenant. If the Statement shows that the sums so paid by Tenant were less than Tenant’sOperating Payment for such Comparison Year, Tenant shall pay the amount of such deficiency within ten (10) Business Days after delivery of the Statementto Tenant. -10- Section 7.4 Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right tothereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudiceLandlord’s right to thereafter render a corrected Statement for that Comparison Year. Notwithstanding the foregoing, Tenant shall not be responsible forTaxes or Operating Expenses attributable to any Comparison Year which are first billed to Tenant more than two (2) calendar years after the expiration of theapplicable Comparison Year, provided that in any event Tenant shall be responsible for Taxes and Operating Expenses levied by any governmental authorityor by any public utility companies at any time following the expiration of the Term which are attributable to any Comparison Year (provided that Landlorddelivers to Tenant any such bill for such amounts within two (2) calendar years following Landlord's receipt of the bill therefor). (b) Within one hundred eighty (180) days after receipt of a Statement by Tenant, Tenant or an agent of Tenant may, after reasonable noticeto Landlord, inspect Landlord's records at Landlord's offices in Los Angeles. Each Statement sent to Tenant shall be conclusively binding upon Tenant unlessTenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) withinone hundred eighty (180) days after such Statement is sent, sends a notice to Landlord objecting to such Statement and specifying the reasons therefor.Tenant agrees that Tenant will not employ, in connection with any dispute under this Lease, any person or entity who is to be compensated in whole or inpart, on a contingency fee basis. If the parties are unable to resolve any dispute as to the correctness of such Statement within thirty (30) days following suchnotice of objection, either party may refer the issues raised to a nationally recognized public accounting firm selected by Landlord and reasonably acceptableto Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and suchaccountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby suchparties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expensesrelating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than five percent (5%) for suchComparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever todispute, by judicial proceeding or otherwise, the accuracy of any Statement. Section 7.5 Proration. If the Commencement Date is not January 1, and provided that the Commencement Date does not occur in the Base Year,Tenant's Tax Payment and Tenant's Operating Payment for the Comparison Year in which the Commencement Date occurs shall be apportioned on the basisof the number of days in the year from the Commencement Date to the following December 31. If the Expiration Date occurs on a date other thanDecember 31st, Tenant's Tax Payment and Tenant's Operating Payment for the Comparison Year in which such Expiration Date occurs shall be apportionedon the basis of the number of days in the period from January 1st to the Expiration Date. Upon the expiration or earlier termination of this Lease, anyAdditional Rent under this Article 7 shall be adjusted or paid within thirty (30) days after submission of the Statement for the last Comparison Year. Section 7.6 No Reduction in Rent. In no event shall any decrease in Operating Expenses or Taxes in any Comparison Year below the Base OperatingExpenses or Base Taxes, as the case may be, result in a reduction in the Fixed Rent or any other component of Additional Rent payable hereunder. Section 7.7 Allocation of Operating Expenses and Taxes. Landlord shall have the right, from time to time, to equitably allocate some or all of theOperating Expenses and/or Taxes for the Real Property among different portions or occupants of the Real Property and/or the Building (the “Cost Pools”), inLandlord’s discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of the Real Property and/or the Building, and theretail space tenants of the Real Property and/or the Building. The Operating Expenses and/or Taxes allocable to each such Cost Pool shall be allocated tosuch Cost Pool and charged to the tenants within such Cost Pool in an equitable manner. -11- Section 7.8 Intentionally Deleted. Section 7.9 Tenant's Payment of Certain Real Estate Taxes. Notwithstanding any provision to the contrary contained in this Article 7, in the eventthat, at any time during the initial Term, any sale, transfer or change in ownership of the Building or Real Property or any part thereof occurs, or any changein equity participation, or if capital improvements are made (each, a "Reassessment Event"), and as a result thereof, the Building or Real Property isreassessed (the "Reassessment") for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13, then the termsof this Section 7.9 shall apply. (a) The Tax Increase. For purposes of this Section 7.9, the term "Tax Increase" shall mean that portion of the real estate taxes, ascalculated immediately following the Reassessment, which is attributable solely to the Reassessment. Accordingly, the term Tax Increase shall not includeany portion of real estate taxes, as calculated immediately following the Reassessment, which (i) is attributable to the assessment of the value of the Building,the Base Building or the tenant improvements located in the Building immediately prior to the Reassessment, or (ii) is attributable to assessments which werepending immediately prior to the Reassessment, which assessments were conducted during, and included in, such Reassessment, or which assessments wereotherwise rendered unnecessary following the Reassessment, or (iii) is attributable to the annual inflationary increase of real estate taxes (as such increases aredetermined by statute from time to time) or (iv) is attributable to any real estate taxes incurred during the Base Year (with such real estate taxes incurredduring the Base Year calculated without regard to any Proposition 8 reduction in Taxes for the Base Year) or assessed prior to the Reassessment. (b) Protection. During the initial Term only, Tenant shall not be obligated to pay any portion of the Tax Increase attributable to anyReassessment Event. (c) Landlord's Right to Purchase the Proposition 13 Protection Amount Attributable to the Reassessment. The amount of real estatetaxes which Tenant is not obligated to pay or will not be obligated to pay during the initial Term in connection with the Reassessment pursuant to the termsof this Section 7.9, shall be sometimes referred to hereafter as the "Proposition 13 Protection Amount." If, in connection with a pending or anticipatedReassessment Event, the occurrence of the Reassessment is reasonably foreseeable by Landlord and the Proposition 13 Protection Amount attributable tosuch Reassessment can be reasonably quantified or estimated for each applicable Lease Year commencing with the Lease Year in which the Reassessmentwill occur, the terms of this Section 7.9(c) shall apply to such Reassessment. Upon notice to Tenant, Landlord shall have the right to purchase the Proposition13 Protection Amount relating to the Reassessment within a reasonable period of time prior to the pending or anticipated Reassessment Event by Landlord,by paying to Tenant an amount equal to the Proposition 13 Purchase Price (defined below). As used herein, "Proposition 13 Purchase Price" shall mean thepresent value of the Proposition 13 Protection Amount remaining during the applicable portion of the initial Term, as of the date of payment of theProposition 13 Purchase Price by Landlord. Such present value shall be calculated (i) by using the portion of the Proposition 13 Protection Amountattributable to each such applicable remaining Lease Year (as though the portion of such Proposition 13 Protection Amount benefited Tenant at the end ofeach such Lease Year), as the amounts to be discounted, and (ii) by using discount rates for each amount to be discounted equal to six percent (6%) perannum. Upon such payment of the Proposition 13 Purchase Price, the provisions of Section 7.9(b) above shall not apply to the Tax Increase. Since Landlordis estimating the Proposition 13 Purchase Price because the Reassessment has not yet occurred, then when such Reassessment occurs, if Landlord hasunderestimated the Proposition 13 Purchase Price, then upon notice by Landlord to Tenant, Tenant's rent next due shall be credited with the amount of suchunderestimation, and if Landlord overestimates the Proposition 13 Purchase Price, then upon notice by Landlord to Tenant, rent next due shall be increasedby the amount of the overestimation. -12- ARTICLE 8 REQUIREMENTS OF LAW Section 8.1 Compliance with Requirements. (a) Tenant’s Compliance. Except to the extent otherwise specifically provided in this Lease, from and after the Commencement Date,Tenant, at its expense, shall comply with all Requirements applicable to the Premises and/or Tenant's use or occupancy thereof; provided, however, thatTenant shall not be obligated to comply with any Requirements related to or otherwise requiring any alterations to the Base Building or Common Areasunless the application of such Requirements arises from (i) the specific manner and/or nature of Tenant’s use or occupancy of the Premises, as distinct fromgeneral office use, (ii) Alterations made by Tenant, or (iii) a breach by Tenant of any provisions of this Lease. Any repairs or alterations which are Tenant'sresponsibility hereunder and are required for compliance with applicable Requirements shall be made at Tenant’s expense (1) by Tenant in compliance withArticle 5 if such repairs or alterations are non-structural and do not affect any Building System, and to the extent such repairs or alterations do not affect areasoutside the Premises, or (2) by Landlord if such repairs or alterations are structural or affect any Building System, or to the extent such repairs or alterationsaffect areas outside the Premises. If Tenant obtains knowledge of any failure to comply with any Requirements applicable to the Premises, Tenant shall giveLandlord prompt notice thereof. (b) Hazardous Materials. Tenant shall not cause or permit (i) any Hazardous Materials to be brought into the Real Property, (ii) the storageor use of Hazardous Materials in or about the Building or Premises (subject to the second sentence of this Section 8.1(b)), or (iii) the escape, disposal orrelease of any Hazardous Materials within or in the vicinity of the Real Property. Nothing herein shall be deemed to prevent Tenant’s use of any HazardousMaterials customarily used in the ordinary course of office work, provided such use is in accordance with all Requirements. Tenant shall be responsible, at itsexpense, for all matters directly or indirectly based on, or arising or resulting from the presence of Hazardous Materials in the Real Property which is causedor permitted by a Tenant Party. Tenant shall provide to Landlord copies of all communications received by Tenant with respect to any Requirements relatingto Hazardous Materials, and/or any claims made in connection therewith. Landlord or its agents may perform environmental inspections of the Premises uponat least twenty-four (24) hours prior notice to Tenant. (c) Landlord’s Compliance. Landlord shall comply with (or cause to be complied with) all Requirements applicable to the Base Buildingand the Common Areas which are not the obligation of Tenant, to the extent that non-compliance would (i) prohibit Tenant from obtaining or maintaining acertificate of occupancy for the Premises, (ii) unreasonably and materially affect the safety of Tenant's employees or create a significant health hazard forTenant's employees, or (iii) materially impair Tenant’s use and occupancy of the Premises for the Permitted Uses. All costs incurred by Landlord inconnection with this Section 8.1(c) shall be included in Operating Expenses to the extent permitted under Section 7.1 of this Lease. (d) Landlord’s Insurance. Tenant shall not cause or permit any action or condition that would (i) invalidate or conflict with Landlord’sinsurance policies or be inconsistent with the recommendations of any of the issuers of such policies, (ii) violate applicable rules, regulations and guidelinesof the Fire Department, or any other authority having jurisdiction over the Real Property, (iii) cause an increase in the premiums of insurance for the RealProperty over that payable with respect to Comparable Buildings, unless Tenant pays to Landlord the amount of such increase, or (iv) result in Landlord’sinsurance companies’ refusing to insure the Real Property or any property therein in amounts and against risks as reasonably determined by Landlord. Ifinsurance premiums increase as a result of Tenant’s failure to comply with the provisions of this Section 8.1, Tenant shall promptly cure such failure and shallreimburse Landlord for the increased insurance premiums paid by Landlord as a result of such failure by Tenant. -13- Section 8.2 Fire and Life Safety. Subject to the terms of Section 6.2, above, and Landlord's obligations under the Work Letter, Tenant shallmaintain in good order and repair the sprinkler, fire-alarm and life-safety system in the Premises in accordance with this Lease including, without limitation,the provisions of Section 6.2 respecting any repairs affecting any Building System, the Rules and Regulations and all Requirements. If the Fire InsuranceRating Organization or any Governmental Authority or any of Landlord’s insurers requires or recommends any modifications and/or alterations be made orany additional equipment be supplied in connection with the sprinkler system or fire alarm and life-safety system serving the Building by reason of Tenant’sbusiness, any Alterations performed by Tenant or the location of the partitions, Tenant’s Property, or other contents of the Premises, Landlord (to the extentoutside of the Premises) or Tenant (to the extent within the Premises) shall make such modifications and/or alterations, and supply such additionalequipment, in either case at Tenant’s expense. Section 8.3 Required Disclosures Related to Accessibility Standards. For purposes of Section 1938(a) of the California Civil Code, Landlordhereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a person certified as a Certified AccessSpecialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified AccessSpecialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-relatedaccessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner orlessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lesseeor tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, thepayment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standardswithin the premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to requestand obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASpinspection with respect to the Premises, the Building and/or the Real Property to the extent permitted by applicable Requirements now or hereafter in effect;and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable Requirements now or hereafter in effect, then Landlord andTenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice):(A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered byTenant to Landlord within thirty (30) days after the Commencement Date; (B) any CASp inspection timely requested by Tenant shall be conducted (1)between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASpinspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, the Building or the RealProperty in any way, (4) in accordance with all of the provisions of this Lease applicable to Tenant contracts for construction, and (5) at Tenant's sole cost andexpense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports and/or certificates prepared by the CASpin connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Landlord shall bean express third party beneficiary of Tenant's contract with the CASp, and any CASp Reports shall be addressed to both Landlord and Tenant; (D) Tenantshall deliver a copy of any CASp Reports to Landlord within two (2) Business Days after Tenant's receipt thereof; (E) any information generated by the CASpinspection and/or contained in the CASp Reports shall not be disclosed by Tenant to anyone other than (I) contractors, subcontractors and/or consultants ofTenant, in each instance who have a need to know such information and who agree in writing not to further disclose such information, or (II) anygovernmental entity, agency or other person, in each instance to whom disclosure is required by applicable Requirements or by regulatory or judicialprocess; (F) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within thePremises to correct violations of construction-related accessibility standards, including, without limitation, any violations disclosed by such CASpinspection; and (G) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations ofconstruction-related accessibility standards relating to those items of the Building and/or the Real Property located outside the Premises, then Tenant shall beresponsible for performing any such improvements, alterations, modifications and/or repairs as and to the extent required by applicable Requirements to theextent provided Section 8.1(a) of this Lease and Landlord shall be responsible for performing any such improvements, alterations, modifications and/orrepairs as and to the extent required by applicable Requirements to the extent provided in Section 8.1(c) of this Lease. -14- ARTICLE 9 SUBORDINATION Section 9.1 Subordination and Attornment. (a) This Lease is subject and subordinate to all Mortgages and Superior Leases, and, at the request of any Mortgagee or Lessor, Tenant shallattorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale. (b) If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of Landlord under this Lease, whether throughpossession or foreclosure action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’swritten agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to andrecognized such successor landlord as Landlord under this Lease. The provisions of this Section 9.1 are self-operative and require no further instruments togive effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request(i) evidencing such attornment, (ii) setting forth the terms and conditions of Tenant’s tenancy, and (iii) containing such other terms and conditions as may berequired by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant’s other obligations ormaterially and adversely affect Tenant’s rights under this Lease. Except as otherwise provided in any such instrument requested by such successor landlord orin any Superior Lease or Mortgage, upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlordand Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when suchsuccessor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successorlandlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenancerequired to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnationpursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance orcondemnation awards, respectively, actually made available to such successor landlord; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent to the extent suchconsent was required; (vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security depositactually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Tenant shall from time to time within ten (10) days of request from Landlord execute and deliver any documents or instruments that maybe reasonably required by any Mortgagee or Lessor to confirm any subordination. -15- Section 9.2 Mortgage or Superior Lease Defaults. Any Mortgagee may elect that this Lease shall have priority over the Mortgage and, uponnotification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connectionwith any financing of the Real Property, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, providedsuch modifications do not increase the Rent, materially increase the other obligations, or materially and adversely affect the rights, of Tenant under thisLease. Section 9.3 Tenant’s Termination Right. As long as any Superior Lease or Mortgage exists, and except as otherwise provided in any such SuperiorLease or Mortgage, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until (a) Tenant shall have given notice of suchact or omission to all Lessors and/or Mortgagees, and (b) a reasonable period of time shall have elapsed following the giving of notice of such default and theexpiration of any applicable notice or grace periods (unless such act or omission is not capable of being remedied within a reasonable period of time), duringwhich period such Lessors and/or Mortgagees shall have the right, but not the obligation, to remedy such act or omission and thereafter diligently proceed toso remedy such act or omission. Except as otherwise provided in any such Superior Lease or Mortgage, if any Lessor or Mortgagee elects to remedy such actor omission of Landlord, Tenant shall not seek to terminate this Lease so long as such Lessor or Mortgagee is proceeding with reasonable diligence to effectsuch remedy. Section 9.4 Provisions. The provisions of this Article 9 shall (a) inure to the benefit of Landlord, any future owner of the Building or the RealProperty, any Lessor or Mortgagee and any sublessor thereof and (b) apply notwithstanding that, as a matter of law, this Lease may terminate upon thetermination of any such Superior Lease or Mortgage. Section 9.5 Future Condominium Declaration. This Lease and Tenant’s rights hereunder are and will be subject and subordinate to anycondominium declaration, by-laws and other instruments (collectively, the “Declaration”) which may be recorded regardless of the reason therefor, in orderto permit a condominium form of ownership of the Building pursuant to the California Subdivision Map Act or any successor Requirement, provided that theDeclaration does not by its terms increase the Rent, materially increase Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rightsunder this Lease. At Landlord’s request, and subject to the foregoing proviso, Tenant will execute and deliver to Landlord an amendment of this Leaseconfirming such subordination and modifying this Lease to conform to such condominium regime. ARTICLE 10 SERVICES Section 10.1 Electricity. Subject to any Requirements or any public utility rules or regulations governing energy consumption, Landlord shallfurnish electricity to the Premises for Tenant’s use for the Permitted Use in accordance with the Design Standards. If Landlord reasonably determines by theuse of an electrical consumption survey or by other reasonable means that Tenant is using electric current (including overhead fluorescent fixtures) in excessof four (4) watts demand load per usable square foot of the Premises per hour during Ordinary Business Hours (“Excess Electrical Usage”), then Landlordshall have the right to charge Tenant an amount equal to Landlord’s reasonable estimate of Tenant’s Excess Electrical Usage, and shall have the further rightto install an electric current meter, sub-meter or check meter in the Premises (a “Meter”) to measure the amount of electric current consumed in the Premises.The cost of such Meter, special conduits, wiring and panels needed in connection therewith and the installation, maintenance and repair thereof shall be paidby Tenant. Tenant shall pay to Landlord, from time to time, but no more frequently than monthly, for its Excess Electrical Usage at the Premises, plusLandlord’s charge equal to fifteen percent (15%) of Tenant’s Excess Electrical Usage for Landlord’s costs of maintaining, repairing and reading such Meter.The rate to be paid by Tenant for submetered electricity shall include any taxes or other charges in connection therewith. Section 10.2 Excess Electricity. Tenant shall at all times comply with the rules and regulations of the utility company supplying electricity to theBuilding. Tenant shall not use any electrical equipment which, in Landlord’s reasonable judgment, would exceed the capacity of the electrical equipmentserving the Premises. If Landlord determines that Tenant’s electrical requirements necessitate installation of any additional risers, feeders or other electricaldistribution equipment (collectively, “Electrical Equipment”), or if Tenant provides Landlord with evidence reasonably satisfactory to Landlord of Tenant’sneed for excess electricity and requests that additional Electrical Equipment be installed, Landlord shall, at Tenant’s expense, install such additionalElectrical Equipment, provided that Landlord, in its sole judgment, determines that (a) such installation is practicable and necessary, (b) such additionalElectrical Equipment is permissible under applicable Requirements, and (c) the installation of such Electrical Equipment will not cause permanent damage tothe Building or the Premises, cause or create a hazardous condition, entail excessive or unreasonable alterations, interfere with or limit electrical usage byother tenants or occupants of the Building or exceed the limits of the switchgear or other facilities serving the Building, or require power in excess of thatavailable from the utility company serving the Building. Any costs incurred by Landlord in connection therewith shall be paid by Tenant within ten(10) days after the rendition of a bill therefor. -16- Section 10.3 Elevators. Landlord shall provide passenger elevator service to the Premises twenty-four (24) hours per day, seven (7) days per week;provided, however, Landlord may limit passenger elevator service to one (1) passenger elevator during times other than Ordinary Business Hours. Landlordshall provide at least one freight elevator serving the Premises, available upon Tenant’s prior request, on a non-exclusive “first come, first serve” basis withother Building tenants, on all Business Days from 7:00 a.m. to 6:00 p.m., which hours of operation are subject to change. Section 10.4 Heating, Ventilation and Air Conditioning. Landlord shall furnish to the Premises heating, ventilation and air-conditioning(“HVAC”) in accordance with the Design Standards set forth in Exhibit D during Ordinary Business Hours, provided that to the extent Tenant desires thatLandlord furnish the Premises with HVAC during the Ordinary Business Hours on Saturdays, then Tenant shall notify Landlord using the same method asdesignated by Landlord for the providing of HVAC during Overtime Periods (provided that Landlord’s providing of HVAC during the Ordinary BusinessHours on Saturday shall not be an Overtime Period and Tenant shall not be separately charged for such HVAC usage). Landlord shall have access to all air-cooling, fan, ventilating and machine rooms and electrical closets and all other mechanical installations of Landlord (collectively, “MechanicalInstallations”), and Tenant shall not construct partitions or other obstructions which may interfere with Landlord’s access thereto or the moving ofLandlord’s equipment to and from the Mechanical Installations. No Tenant Party shall at any time enter the Mechanical Installations or tamper with, adjust,or otherwise affect such Mechanical Installations. Landlord shall not be responsible if the HVAC System fails to provide cooled or heated air, as the case maybe, to the Premises in accordance with the Design Standards by reason of (i) any equipment installed by, for or on behalf of Tenant, which has an electricalload in excess of the average electrical load and human occupancy factors for the HVAC System as designed, or (ii) any rearrangement of partitioning or otherAlterations made or performed by, for or on behalf of Tenant. Tenant agrees that, notwithstanding the proper operation of the HVAC System, Tenant's failureto keep operable windows in the Premises closed, and depending on the position of the sun during daylight hours, to lower the blinds, may affect the HVACSystem's ability to meet the Design Standards. Tenant shall cooperate with Landlord and shall abide by the rules and regulations which Landlord mayreasonably prescribe for the proper functioning and protection of the HVAC System. Section 10.5 Overtime Freight Elevators and HVAC. The Fixed Rent does not include any charge to Tenant for the furnishing of any freightelevator service or HVAC to the Premises during any periods other than as set forth in Section 10.3 and Section 10.4 (“Overtime Periods”). If Tenant desiresany such services during Overtime Periods, Tenant shall deliver notice to the Building office requesting such services at least 24 hours prior to the timeTenant requests such services to be provided; provided, however, that Landlord shall use reasonable efforts to arrange such service on such shorter notice asTenant shall provide. If Landlord furnishes freight elevator during Overtime Periods, Tenant shall pay to Landlord the cost thereof at the then establishedrates for such services in the Building from time to time. If Landlord furnishes HVAC service during Overtime Periods, Tenant shall pay to Landlord theactual, out-of-pocket cost thereof for such HVAC service to Tenant, plus a charge for reasonable wear and tear, and an administration fee (the current rate for2017 is $59.00 per hour, per floor for HVAC service, which rate is inclusive of an administration fee). Section 10.6 Cleaning. Landlord shall cause the Premises (excluding any portions thereof used for the storage, preparation, service or consumptionof food or beverages, as an exhibition area or classroom, for storage, as a shipping room, mail room or for similar purposes, for private bathrooms, showers orexercise facilities, as a trading floor, or primarily for operation of computer, data processing, reproduction, duplicating or similar equipment) to be cleanedduring Business Days, substantially in accordance with the standards set forth in Exhibit E. Any areas of the Premises which Landlord is not required to cleanhereunder or which require additional cleaning shall be cleaned, at Tenant’s expense, by Landlord’s cleaning contractor, at rates which shall be competitivewith rates of other cleaning contractors providing comparable services to Comparable Buildings. Landlord’s cleaning contractor and its employees shall haveaccess to the Premises at all times except between 8:00 a.m. and 5:30 p.m. on weekdays which are not Observed Holidays. -17- Section 10.7 Water. Landlord shall provide water to the Premises for bathroom and kitchen purposes. If Tenant requires water for any additionalpurposes, Tenant shall pay for the cost of bringing water to the Premises and Landlord may install a meter to measure the water. Tenant shall pay the cost ofsuch installation, and for all maintenance, repairs and replacements thereto, and for the reasonable charges of Landlord for the water consumed. Section 10.8 Refuse Removal. Landlord shall provide refuse removal services at the Building, and Monday through Friday from the Premises, forordinary office refuse and rubbish. Tenant shall pay to Landlord, within ten (10) Business Days after delivery of an invoice therefor, Landlord’s reasonablecharge for such removal to the extent that the refuse generated by Tenant exceeds the refuse customarily generated by general office tenants. Tenant shall notdispose of any refuse in the Common Areas, and if Tenant does so, Tenant shall be liable for Landlord’s reasonable charge for such removal. Section 10.9 Signage. (a) Entry Signage. If other tenants occupy space on the floor on which the Premises is located, Tenant's identifying signage shall beprovided by Landlord, at Landlord's cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shallcomply with Landlord's then-current Building standard signage program. (b) Directory. Landlord shall provide, at Landlord's cost, Tenant with its proportionate share of the available lines on the directory boardlocated in the lobby of the Building, based on the rentable square footage of the Premises. Section 10.10 Telecommunications. If Tenant requests that Landlord grant access to the Building to a telecommunications service providerdesignated by Tenant for purposes of providing telecommunications services to Tenant, Landlord shall use its good faith efforts to respond to such requestwithin thirty (30) days. Tenant acknowledges that nothing set forth in this Section 10.10 shall impose any affirmative obligation on Landlord to grant suchrequest and that Landlord, in its sole discretion, shall have the right to determine which telecommunications service providers shall have access to Buildingfacilities. Section 10.11 Service Interruptions. Landlord reserves the right to temporarily suspend any service when necessary, by reason of UnavoidableDelays, accidents or emergencies, or for any Work of Improvement which, in Landlord’s reasonable judgment, is necessary or appropriate, until suchUnavoidable Delay, accident or emergency shall cease or such Work of Improvement is completed and Landlord shall not be liable for any interruption,curtailment or failure to supply services, except as otherwise provided in Section 26.24 below. Landlord shall use reasonable and diligent efforts to minimizeinterference with Tenant’s use and occupancy of or access to the Premises, Building and Building Parking Facility as a result of any such interruption,curtailment or failure of or defect in such service, or change in the supply, character and/or quantity of, electrical service, and to restore any such services,remedy such situation as soon as commercially possible and minimize any interference with Tenant’s business. The exercise of any such right or theoccurrence of any such failure by Landlord shall not, subject to the terms of Section 26.23, below constitute an actual or constructive eviction, in whole or inpart, entitle Tenant to any compensation, abatement or diminution of Rent (except as otherwise provided in Section 26.24 below), relieve Tenant from any ofits obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption ofTenant’s business, or otherwise. Subject to Section 26.24 below, Landlord shall not be liable in any way to Tenant for any failure, defect or interruption of, orchange in the supply, character and/or quantity of, electric service furnished to the Premises for any reason except if attributable to the gross negligence orwillful misconduct of Landlord. -18- Section 10.12 Supplemental HVAC. The installation of any supplemental HVAC system in or exclusively serving the Premises for the purpose ofproviding supplemental air-conditioning to the Premises (the "Supplemental HVAC System") shall be governed by the terms of the Work Letter if installedas part of the Tenant Improvements, or thereafter by Article 5 of this Lease and this Section 10.12 if installed after the Commencement Date, and, if approvedby Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.12, shall be performed by Tenant as an Alteration at its sole cost and expense.All aspects of the Supplemental HVAC System (including, but not limited to, the plans and specifications therefor) shall be subject to Landlord's prior writtenapproval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the structural aspects of the Building, the Building Systems, theexterior appearance of the Building and/or the certificate of occupancy issued for the Building or the Premises will be affected and/or the installation of theSupplemental HVAC System will violate any applicable Requirements, in which event Landlord's approval may be withheld in Landlord's sole and absolutediscretion. Tenant shall be permitted, at Tenant's sole cost and expense, to access 277/480 volts of electricity (subject to availability) from the existing busduct riser in connection with any approved Supplemental HVAC System. In connection with the foregoing, Landlord may, at Tenant's sole cost and expense,separately meter the electricity utilized by the Supplemental HVAC System, and, in any event, Tenant shall reimburse Landlord for the cost as reasonablydetermined by Landlord of all electricity utilized by the Supplemental HVAC System. Notwithstanding any provision to the contrary contained in this Lease,at Landlord's election prior to the expiration or earlier termination of this Lease, Tenant shall surrender the Supplemental HVAC System to Landlord with thePremises upon the expiration or earlier termination of this Lease, and Tenant shall thereafter have no further rights with respect thereto. In the event thatLandlord fails to elect to have the Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shallremove the Supplemental HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from suchremoval, at Tenant's sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligatedto) perform such work at Tenant's sole cost and expense. Tenant shall be solely responsible, at Tenant's sole cost and expense, for the monitoring, operation,repair, replacement, and removal (subject to the foregoing terms of this Section 10.12), of the Supplemental HVAC System. In no event shall theSupplemental HVAC System be permitted to interfere with Landlord's operation of the Building. Any reimbursements owing by Tenant to Landlord pursuantto this Section 10.12 shall be payable by Tenant within ten (10) Business Days of Tenant's receipt of an invoice therefor. Section 10.13 Tenant's Security System. Tenant may, at its own expense, install its own security system ("Tenant's Security System") in thePremises pursuant to the terms of Article 5 above; provided, however, that in the event Tenant's Security System ties into the Building security system or theBuilding Systems, Tenant shall coordinate the installation and operation of Tenant's Security System with Landlord to assure that Tenant's Security System iscompatible with Landlord's security system and the Building Systems and to the extent that Tenant's Security System is not compatible with Landlord'ssecurity system or the Building Systems, Tenant shall not be entitled to install or operate it. Tenant shall be solely responsible, at Tenant's sole cost andexpense, for the monitoring, operation and removal of Tenant's Security System, provided that, notwithstanding the foregoing, Tenant may install anysecurity system it desires that does not require linkage with the Building security system and which does not affect the Building security system and whichdoes not (i) create (a) an adverse effect on the structural integrity of the Building, (b) a non-compliance with applicable governmental regulations or buildingcodes, (c) an adverse effect on the Building Systems, (d) an effect on the exterior appearance of the Building, or (e) unreasonable interference with the normaland customary office operations of any other tenant in the Building or Real Property, or (ii) adversely affect Landlord's ability to operate the Building.Tenant shall provide Landlord with any information reasonably required regarding Tenant's Security System in the event access to the Premises is necessaryin an emergency. At Landlord's option, upon the expiration or earlier termination of the Term, Landlord may require Tenant to remove Tenant's SecuritySystem and repair all damage to the Building resulting from such removal, at Tenant's sole cost and expense. -19- ARTICLE 11 INSURANCE; PROPERTY LOSS OR DAMAGE Section 11.1 Tenant’s Insurance. (a) Tenant, at its expense, shall obtain and maintain in full force and effect the following insurance policies throughout the Term: (i) Commercial General Liability (CGL) Insurance on a claims made basis covering liability arising from premises operations,independent contractors, product-completed operations, personal injury, advertising injury, bodily injury, death and/or property damage occurring in orabout the Building, under which Tenant is insured and Landlord, Landlord’s Agent and any Lessors and any Mortgagees whose names have been furnishedto Tenant are named as additional insureds (the “Insured Parties”), provided that any such coverage shall have an extended reported endorsement of three(3) years from the expiration or earlier termination of any such policy. Such insurance shall provide primary coverage without contribution from any otherinsurance or self-insurance carried by or for the benefit of the Insured Parties, and such insurance shall include blanket broad-form contractual liabilitycoverage. The minimum limits of liability shall be a combined single limit with respect to each claim in an amount of not less than Five Million andNo/100 Dollars ($5,000,000.00). Landlord shall retain the right to require Tenant to increase such coverage from time to time to that amount of insurancewhich in Landlord’s reasonable judgment is then being customarily required by landlords for similar office space in Comparable Buildings, provided that inno event shall Landlord increase such coverage more than once every two (2) years. Except as otherwise set forth in this Section 11.1(a), there shall be nodeductible in excess of Twenty Five Thousand and No/100 Dollars ($25,000.00) or self-insurance without the prior written consent of Landlord; (ii) All-Risk Commercial Property Insurance insuring Tenant’s Property (as defined in Exhibit B) and the Tenant-InsuredImprovements (as defined in Exhibit B), for the full replacement cost thereof, having a deductible amount, if any, not in excess of Twenty-Five Thousand andNo/100 Dollars ($25,000.00) without the prior written consent of Landlord. Earthquake sprinkler leakage coverage insuring Tenant's Property and theTenant-Insured Improvements with a limit as close to the full replacement cost of such property covered as is reasonably available shall be provided. TheInsured Parties shall be included as loss payee(s) with respect to the Tenant-Insured Improvements; (iii) Builder’s Risk during the performance of any Alteration, until completion thereof, on an “All Risk” basis, including apermission to complete and occupy and flood, including resulting water damage, endorsements, for full replacement cost covering the interest of Landlordand Tenant (and their respective contractors and subcontractors) in all work incorporated in the Building and all materials and equipment in or about thePremises, or evidence of such coverage under the property insurance policies set forth in (ii) above. The Insured Parties shall be named as additional insureds; (iv) Workers’ Compensation Benefits Insurance and Employer's Liability Insurance, with Worker's Compensation BenefitsInsurance as required by law and Employer's Liability Insurance with a limit not less than One Million and No/100 Dollars ($1,000,000.00) each accident forbodily injury by accident and One Million and No/100 Dollars ($1,000,000.00) each employee for bodily injury by disease. A deductible or self-insuredretention for such policy shall not exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) without the prior written consent of Landlord; (v) Business Interruption Insurance covering a minimum of one year of anticipated gross Rent; and (vi) such other insurance in such amounts as the Insured Parties may reasonably require from time to time, but in no event shallsuch increased amounts of insurance or such other reasonable types of insurance be in excess of that required by landlords of Comparable Buildings fortenants comparable in size to Tenant. -20- (b) Tenant shall provide the Insured Parties with prior written notice of any termination or material change to the policies that would affectthe interest of any of the Insured Parties. All insurance required to be carried by Tenant shall be effected under valid and enforceable policies issued byreputable insurers authorized to do business in the State of California and rated in AM Best’s Insurance Guide, or any successor thereto as having an AMBest’s Rating of “A” or better and a Financial Size Category of at least “X” or better, or, if such ratings are not then in effect, the equivalent thereof or suchother financial rating as Landlord may at any time consider appropriate. (c) On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance that evidence insurancerequired to be covered by this Article 11, the waivers of subrogation required by Section 11.2 below, the Insured Parties are named as additional insureds/losspayees as required pursuant to this Article 11, and the commercial general liability is primary, non-contributory, and not excess of any other valid andcollectible insurance. Evidence of each renewal or replacement policies shall be delivered by Tenant to Landlord at least ten (10) days after the expiration ofthe policies. (d) By requiring insurance herein, Landlord does not represent that coverage and limits will necessarily be adequate to protect Tenant, andsuch coverage and limits shall not be deemed a limitation on or transfer of Tenant’s liability under the indemnities granted to Landlord in this Lease. (e) All rights that inure to the benefit of the Landlord shall not be prejudiced by the expiration of the Lease. (f) Tenant may satisfy the limits of liability required herein with a combination of umbrella and/or excess policies of insurance whereapplicable, provided that such policies comply with all of the provisions hereof (including, without limitation, with respect to scope of coverage and namingof the Insured Parties as additional insureds). Notwithstanding any provision to the contrary set forth herein, Tenant shall have the right, without Landlord's consent, to carry a deductible amountof more than $25,000.00 (but in no event in excess of $250,000.00), provided that (a) Tenant's tangible net worth computed in accordance with generallyaccepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) and financial standing is equalto or greater than $100,000,000.00, and (b) Tenant provides Landlord with evidence therefore. Section 11.2 Waiver of Subrogation. Landlord and Tenant shall have no liability to one another, or to any insurer, by way of subrogation orotherwise, on account of any loss or damage to their respective property, the Premises or its contents or the Building, regardless of whether such loss ordamage is caused by the negligence of Landlord or Tenant, arising out of any of the perils or casualties insured against by the property insurance policiescarried, or required to be carried, by the parties pursuant to this Lease, but only to the extent covered by such insurance policies carried, or required to becarried, by the parties pursuant to this Lease. In addition, Landlord and Tenant shall have no liability to one another for any deductible amount carried underany policy, except with respect to Tenant's reimbursement of deductible amounts to Landlord as a part of Operating Expenses in accordance with Article 7above. The insurance policies obtained by Landlord and Tenant pursuant to this Lease, shall permit waivers of subrogation which the insurer may otherwisehave against the non-insuring party. In the event the policy or policies do not include blanket waiver of subrogation prior to loss, either Landlord or Tenantshall, at the request of the other party, arrange and deliver to the requesting party a waiver of subrogation endorsement in such form and content as mayreasonably be required by the requesting party or its insurer. Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsiblefor, (i) damage to any Tenant-Insured Improvements, (ii) Tenant’s Property, and (iii) any loss suffered by Tenant due to interruption of Tenant’s business. -21- Section 11.3 Restoration. (a) If the Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of reasonable access tothe Premises, the damage shall be repaired by Landlord, to substantially the condition of the Premises prior to the damage, subject to the provisions of anyMortgage or Superior Lease and only to the extent that such repairs can reasonably be made from the net proceeds of any insurance actually received byLandlord, but Landlord shall have no obligation to repair or restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Tenant-InsuredImprovements. So long as Tenant is not in default beyond applicable grace or notice provisions in the payment or performance of its obligations under thisSection 11.3, and provided Tenant timely delivers to Landlord either Tenant’s Restoration Payment (as hereinafter defined) or the Restoration Security (ashereinafter defined) or Tenant expressly waives any obligation of Landlord to repair or restore any of Tenant’s Tenant-Insured Improvements, then until therestoration of the Premises is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax Paymentand Tenant’s Operating Payment shall be reduced in the proportion by which the area of the part of the Premises which is not usable (or accessible ) and is notused by Tenant bears to the total area of the Premises. If this Lease is terminated in connection with any fire or casualty and Tenant has obtained andmaintained the insurance policies required under Section 11.1 of this Lease, then Tenant shall assign to Landlord all insurance proceeds payable to Tenant inconnection with the Tenant-Insured Improvements. In addition, if this Lease is terminated in connection with any fire or casualty and Tenant has notobtained or maintained the insurance policies required under Section 11.1 of this Lease, then Tenant shall pay to Landlord an amount equal to the amount ofthe insurance proceeds that otherwise would have been payable to Tenant had Tenant complied with the insurance requirements set forth herein. (b) As a condition precedent to Landlord’s obligation to repair or restore any Tenant-Insured Improvements, Tenant shall (i) pay toLandlord upon demand a sum (“Tenant’s Restoration Payment”) equal to the amount, if any, by which (A) the cost, as estimated by a reputable independentcontractor designated by Landlord, of repairing and restoring all Alterations and improvements in the Premises (including the Tenant Improvements) to theircondition prior to the damage, exceeds (B) the cost of restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord security (the“Restoration Security”) in form and amount reasonably acceptable to Landlord to secure Tenant’s obligation to pay all costs in excess of restoring thePremises with Building Standard Installations. If Tenant shall fail to deliver to Landlord either (1) Tenant’s Restoration Payment or the Restoration Security,as applicable, or (2) a waiver by Tenant, in form satisfactory to Landlord, of all of Landlord’s obligations to repair or restore any of the Tenant-InsuredImprovements, in either case within fifteen (15) days after Landlord’s demand therefor, Landlord shall have no obligation to restore any Tenant-InsuredImprovements and Tenant’s abatement of Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall cease when the restoration of thePremises (other than any Tenant-Insured Improvements) is Substantially Complete. Section 11.4 Landlord’s Termination Right. Notwithstanding anything to the contrary contained in Section 11.3, (a) if the Premises are totallydamaged or are rendered wholly untenantable, (b) if the Building shall be so damaged that, in Landlord’s reasonable opinion, substantial alteration,demolition, or reconstruction of the Building shall be required (whether or not the Premises are so damaged or rendered untenantable), (c) if any Mortgageeshall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt or any Lessor shall terminate the Superior Lease, as thecase may be, or (d) if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies, then in any of such events, Landlordmay, not later than sixty (60) days following the date of the damage, terminate this Lease by notice to Tenant, provided that if the Premises are not damaged,Landlord may not terminate this Lease unless Landlord similarly terminates the leases of other tenants in the Building aggregating at least fifty percent (50%)of the portion of the Building occupied for office purposes immediately prior to such damage. If this Lease is so terminated, (a) the Term shall expire upon thethirtieth (30th) day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shallcease as of the date of the damage, and (d) any prepaid Rent for any period after the date of the damage and the Security Deposit shall be promptly refundedby Landlord to Tenant. -22- Section 11.5 Tenant’s Termination Right. If the Premises are totally damaged and are thereby rendered wholly untenantable, or if the Buildingshall be so damaged that Tenant is deprived of reasonable access to the Premises, and if Landlord elects to restore the Premises, Landlord shall, within sixty(60) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of thedate by which such contractor or architect estimates the restoration of the Premises (excluding any Tenant-Insured Improvements) shall be SubstantiallyCompleted. If such date, as set forth in the Restoration Notice, is more than twelve (12) months from the date of such damage, then Tenant shall have the rightto terminate this Lease by giving notice (the “Termination Notice”) to Landlord not later than thirty (30) days following delivery of the Restoration Noticeto Tenant. If Tenant delivers a Termination Notice, this Lease shall be deemed to have terminated as of the date of the giving of the Termination Notice, inthe manner set forth in the second sentence of Section 11.4. Section 11.6 Final 18 Months. Notwithstanding anything to the contrary in this Article 11, if any damage during the final 18 months of the Termrenders the Premises wholly untenantable, either Landlord or Tenant may terminate this Lease by notice to the other party within thirty (30) days after theoccurrence of such damage and this Lease shall expire on the thirtieth (30th) day after the date of such notice. For purposes of this Section 11.6, the Premisesshall be deemed wholly untenantable if Tenant shall be precluded from using more than fifty percent (50%) of the Premises for the conduct of its business andTenant’s inability to so use the Premises is reasonably expected to continue for more than ninety (90) days. Section 11.7 Landlord’s Liability. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed tobe acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to such property, or for the loss ofor damage to any property of Tenant by theft or otherwise. None of the Insured Parties shall be liable for any injury or damage to persons or property orinterruption of Tenant’s business resulting from fire or other casualty, any damage caused by other tenants or persons in the Building or by construction ofany private, public or quasi-public work, or any latent defect in the Premises or in the Real Property (except that Landlord shall be required to repair the sameto the extent provided in Article 6). No penalty shall accrue for delays which may arise by reason of adjustment of casualty insurance on the part of Landlordor Tenant, or for any Unavoidable Delays arising from any repair or restoration of any portion of the Building, provided that Landlord shall use reasonableefforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of any such repair or restoration. ARTICLE 12 EMINENT DOMAIN Section 12.1 Taking. (a) Total Taking. If all or substantially all of the Real Property, the Building or the Premises shall be acquired or condemned for any publicor quasi-public purpose (a “Taking”), this Lease shall terminate and the Term shall end as of the earlier of (i) the date possession is taken or (ii) the date of thevesting of title and Rent shall be prorated and adjusted as of such date. (b) Partial Taking. Upon a Taking of only a part of the Real Property, the Building or the Premises then, except as hereinafter provided inthis Article 12, this Lease shall continue in full force and effect, provided that from and after the earlier of (i) the date possession is taken or (ii) the date of thevesting of title, Fixed Rent and Tenant’s Proportionate Share shall be modified to reflect the reduction of the Premises and/or the Building as a result of suchTaking. (c) Landlord’s Termination Right. Whether or not the Premises are affected, Landlord may, by notice to Tenant, terminate this Lease upona Taking of all or a portion of the Real Property, the Building or the Premises, provided that Landlord elects to terminate leases (including this Lease)affecting at least fifty percent (50%) of the rentable area of the Building. -23- (d) Tenant’s Termination Right. If the part of the Real Property so Taken contains more than twenty percent (20%) of the total area of thePremises occupied by Tenant immediately prior to such Taking, or if, by reason of such Taking, Tenant no longer has reasonable means of access to thePremises, Tenant may terminate this Lease by notice to Landlord given within thirty (30) days following the date upon which Tenant is given notice of suchTaking. If Tenant so notifies Landlord, this Lease shall end and expire upon the thirtieth (30th) day following the giving of such notice. If a part of thePremises shall be so Taken and this Lease is not terminated in accordance with this Section 12.1 Landlord, without being required to spend more than itcollects as an award, shall, subject to the provisions of any Mortgage or Superior Lease, restore that part of the Premises not so Taken to a self-containedrental unit substantially equivalent (with respect to character, quality, appearance and services) to that which existed immediately prior to such Taking,excluding Tenant’s Property and any Tenant-Insured Improvements. (e) Apportionment of Rent. Upon any termination of this Lease pursuant to the provisions of this Article 12, Rent shall be apportioned asof, and shall be paid or refunded up to and including, the date of such termination. Section 12.2 Awards. Upon any Taking, Landlord shall receive the entire award for any such Taking, and Tenant shall have no claim againstLandlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations; and Tenant hereby assigns to Landlord allof its right in and to such award. Nothing contained in this Article 12 shall be deemed to prevent Tenant from making a separate claim in any condemnationproceedings for the then value of any Tenant’s Property or Tenant-Insured Improvements included in such Taking and for any moving expenses, providedany such award is in addition to, and does not result in a reduction of, the award made to Landlord. Section 12.3 Temporary Taking. If all or any part of the Premises is Taken temporarily during the Term for any public or quasi-public use orpurpose, Tenant shall give prompt notice to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay all Rentpayable by Tenant without reduction or abatement and to perform all of its other obligations under this Lease, except to the extent prevented from doing soby the condemning authority, and Tenant shall be entitled to receive any award or payment from the condemning authority for such use, which shall bereceived, held and applied by Tenant as a trust fund for payment of the Rent falling due. ARTICLE 13 ASSIGNMENT AND SUBLETTING Section 13.1 Consent Requirements. (a) No Transfers. Except as expressly set forth herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease,whether by operation of law or otherwise, and shall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whetherfor desk space, mailing privileges or otherwise), without Landlord’s prior consent in each instance, which consent shall not be unreasonably withheld,conditioned or delayed. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall bevoid and shall constitute an Event of Default. (b) Collection of Rent. If, without Landlord’s consent, this Lease is assigned, or any part of the Premises is sublet or occupied by anyoneother than Tenant or this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, andapply the net amount collected to the Rent herein reserved. No such collection shall be deemed a waiver of the provisions of this Article 13, an acceptance ofthe assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s covenants hereunder, and in all cases Tenant shallremain fully liable for its obligations under this Lease. -24- (c) Further Assignment/Subletting. Landlord’s consent to any assignment or subletting shall not relieve Tenant from the obligation toobtain Landlord’s consent to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further subletany portion of its sublet space, or otherwise suffer or permit any portion of the sublet space to be used or occupied by others without Landlord's prior writtenconsent. Section 13.2 Tenant’s Notice. If Tenant desires to assign this Lease or sublet all or any portion of the Premises (sometimes referred to herein as a“Transfer”), Tenant shall give notice (the "Transfer Notice") thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of thisLease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of thePremises to be sublet, the commencement date of such sublease and the rent per rentable square foot Tenant will ask for such portion of the Premises(“Tenant’s Asking Rate”). Notwithstanding the foregoing, in the event Tenant intends to assign this Lease or sublease all of the Premises, Tenant shall havethe right, prior to submitting any such Transfer Notice, to deliver notice (“Intention to Transfer Notice”) to Landlord of Tenant’s intention or desire to assignthis Lease or sublease all of the Premises, in which event, such Intention to Transfer Notice shall be deemed an offer from Tenant to Landlord of the right, atLandlord’s option, to recapture and terminate this Lease with respect to the entire Premises effective as of the date set forth in the Intention to Transfer Notice.Such recapture option may be exercised by notice (the "Recapture Notice") from Landlord to Tenant within ten (10) Business Days after delivery of Tenant’sIntention to Transfer Notice or the Transfer Notice, as applicable (i.e., if Tenant does not deliver to Landlord an Intention to Transfer Notice); provided,however, Landlord hereby acknowledges and agrees that Landlord shall have no right to recapture the Premises with respect to (i) an assignment or subleasepursuant to Section 13.8, below; or (ii) any sublease of less than the entire Premises. If Tenant delivers an Intention to Transfer Notice to Landlord, andLandlord declines, or fails to elect in a timely manner to recapture and terminate this Lease with respect to the entire Premises, then, Tenant shall thereafter beentitled to proceed to assign this Lease or sublease the entire Premises subject to Landlord’s consent rights upon Landlord’s receipt of a Transfer Notice butLandlord shall have no further right to recapture with respect to such assignment or sublease. If Landlord timely exercises its option to terminate this Leaseby delivering a Recapture Notice following receipt of a Transfer Notice or an Intention to Transfer Notice, as applicable, then Tenant shall have the right torevoke its Intention to Transfer Notice by delivering a notice (the "Rescission Notice") to Landlord within five (5) Business Days following delivery of theRecapture Notice. In the event that Tenant delivers the Rescission Notice, then this Lease shall continue as if Tenant had never delivered the Intention toTransfer Notice. If Landlord timely exercises its option to terminate this Lease by delivering a Recapture Notice and Tenant does not thereafter timely deliverto Landlord the Rescission Notice, then , (a) this Lease shall end and expire on the date that such assignment or sublease was to commence, provided thatsuch date is in no event earlier than ninety (90) days after the date of the above notice unless Landlord agrees to such earlier date, (b) Rent shall beapportioned, paid or refunded as of such date, (c) Tenant, upon Landlord’s request, shall enter into an amendment of this Lease ratifying and confirming suchtermination, and (d) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Section 13.3 Intentionally Deleted. Section 13.4 Conditions to Assignment/Subletting. (a) Upon Landlord’s receipt of a Transfer Notice, Landlord’s consent to the proposed assignment or subletting shall not be unreasonablywithheld or delayed. Such consent shall be granted or denied within ten (10) Business Days after delivery to Landlord of (i) a true and complete statementreasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises,(ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) a copy of the existing executed and/orproposed operative documents executed to evidence such Transfer (such as the final assignment agreement or final sublease agreement, as applicable), (items(i) through (iii) shall collectively be referred to herein as the "Transfer Documents"), provided that: (A) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will beused in a manner, which (1) is in keeping with the typical standards of a first class office building in the greater West Los Angeles Marketplace, (2) is for thePermitted Uses, and (3) does not violate any restrictions set forth in this Lease, any Mortgage or Superior Lease or any negative covenant as to use of thePremises required by any other lease in the Building; -25- (B) the Transferee is reputable with sufficient financial means to perform all of its obligations under this Lease or thesublease, as the case may be; (C) if Landlord has, or reasonably expects to have within 3 months thereafter, comparable space available in theBuilding, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, theTransferee is then an occupant of the Building; (D) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has beenwithin the prior 3 months negotiating in connection with the rental of space in the Building; (E) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connectionwith such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connectionwith the granting of any requested consent, but in no event in an amount exceeding Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for aTransfer in the ordinary course of business; (F) the proposed Transfer is either a sublease or a non-collateral complete assignment; (G) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease,Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; (H) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee beentitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereignimmunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of Los Angeles and State of California; and (I) Landlord has received assurances acceptable to Landlord in its sole discretion that all past due amounts owing fromTenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under thisLease and under applicable Requirements for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria. In the event that Landlord fails to provide its approval or disapproval of a proposed Transfer within ten (10) Business Days after delivery toLandlord of all of the Transfer Documents, and Tenant's Transfer Documents included the following statement in bold and capital letters: "THIS IS AREQUEST FOR LANDLORD'S CONSENT PURSUANT TO THE TERMS OF SECTION 13.4: IF LANDLORD FAILS TO GRANT OR DENY ITSCONSENT WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVECONSENTED TO THE PROPOSED TRANSFER", then Tenant's proposed Transfer shall be deemed approved. (b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Lease: (i) no sublease shall be for a term ending later than the Expiration Date; (ii) no Transferee shall take possession of any part of the Premises, until an executed counterpart of such sublease or assignmenthas been delivered to Landlord and approved by Landlord as provided in Section 13.4(a); and -26- (iii) each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate;and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder,Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlordunder such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn toLandlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenantunder such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to suchTransferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than onemonth’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit andsuch Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to oron behalf of such Transferee, or to perform any work in the sublet space or the Real Property, or in any way to prepare the subleased space for occupancy,beyond Landlord’s obligations under this Lease. The provisions of this Section 13.4(b)(iii) shall be self-operative, and no further instrument shall be requiredto give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request toevidence and confirm such subordination and attornment. Section 13.5 Binding on Tenant; Indemnification of Landlord. Notwithstanding any assignment or subletting or any acceptance of rent byLandlord from any Transferee, Tenant and any guarantor shall remain fully liable for the payment of all Rent due and for the performance of all thecovenants, terms and conditions contained in this Lease on Tenant’s part to be observed and performed, and any default under any term, covenant orcondition of this Lease by any Transferee or anyone claiming under or through any Transferee shall be deemed to be a default under this Lease by Tenant.Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all Losses resulting from any claims that may be made againstLandlord by the Transferee or anyone claiming under or through any Transferee or by any brokers or other persons or entities claiming a commission orsimilar compensation in connection with the proposed assignment or sublease, irrespective of whether Landlord shall give or decline to give its consent toany proposed assignment or sublease, or if Landlord shall exercise any of its options under this Article 13. Section 13.6 Tenant’s Failure to Complete. If Landlord consents to a proposed assignment or sublease and Tenant fails to execute and deliver toLandlord such assignment or sublease within ninety (90) days after the giving of such consent, or if there are any material changes in the terms andconditions of the proposed assignment or sublease such that Landlord would initially have been entitled to refuse its consent to such Transfer under thisArticle 13, then Tenant shall again comply with all of the provisions and conditions of Sections 13.2, 13.3 and 13.4 before assigning this Lease or sublettingall or part of the Premises. Section 13.7 Profits. If Tenant enters into any assignment or sublease permitted hereunder and consented to by Landlord, Tenant shall, within sixty(60) days of Landlord’s consent to such assignment or sublease (but not as to any assignment or subletting which does not require Landlord's consent underSection 13.8 below), deliver to Landlord a list of Tenant’s reasonable third-party brokerage fees and improvement costs, legal fees and architectural fees paidor to be paid in connection with such transaction, reasonable marketing costs, rental abatement, and monetary concessions provided to Transferee and, anyfees paid to Landlord and in the case of any sublease, any actual costs incurred by Tenant in connection with such sublease, including separately demisingthe sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee; provided, however,that Transaction Costs shall not include any rent paid by Tenant to Landlord, including with respect to the period Tenant is marketing the Premises or anyportion thereof for sublease. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlordevidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay toLandlord: -27- (a) In the case of an assignment, on the effective date of the assignment, fifty percent (50%) of all sums and other consideration paid toTenant by the Transferee (as opposed to the sale of the business) for or by reason of such assignment (excluding sums paid for the sale or rental of Tenant’sProperty, provided such sums paid for the sale or rental of Tenant's Property are not a subterfuge to avoid Tenant's obligations hereunder) after first deductingthe Transaction Costs; or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceedson a per square foot basis the Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment accruing during the term of the sublease in respect of thesublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid forthe sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting themonthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by thesubtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “TransferPremium.” Landlord or its authorized representatives shall have the right at all reasonable times upon not less than thirty (30) days prior notice to audit thebooks, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfershall be found understated, such event shall, at Landlord's option, be deemed to be an uncurable Event of Default (as such term is defined in Section 15.1below) and Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall payLandlord's costs of such audit. Section 13.8 Transfers. (a) Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law orotherwise, of a majority of the stock or other beneficial ownership interest in Tenant (collectively, “Ownership Interests”) or of all or substantially all of theassets of Tenant shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transferof Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. The provisions of Section 13.1 and13.7 shall not apply to transactions with a business entity into or with which Tenant is merged, consolidated or converted or to which all or substantially allof Tenant’s assets are transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferringthis Lease, (ii) the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles consistently applied(and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at leastequal to the net worth of Tenant on the Effective Date, (iii) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) daysprior to the effective date of any such transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, andthe transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of suchtransfer, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenantunder this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon priornotice to Landlord, permit any business entity which controls, is controlled by, or is under common control with Tenant (a “Related Entity”) to sublet all orpart of the Premises for any Permitted Uses for so long as such entity remains a Related Entity or assign this Lease to such Related Entity, provided theRelated Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building. Suchsublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any ofTenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (50%) of all of theOwnership Interests of such corporation or other business entity. Notwithstanding the foregoing, Tenant shall have no right to assign this Lease or subleaseall or any portion of the Premises without Landlord’s consent pursuant to this Section 13.8 if an Event of Default by Tenant exists under this Lease at the timeof the proposed effective date of the Transfer. -28- (b) Applicability. The limitations set forth in this Section 13.8 shall apply to Transferee(s) and guarantor(s) of this Lease, if any, and anytransfer by any such entity in violation of this Section 13.8 shall be a transfer in violation of Section 13.1. (c) Modifications, Takeover Agreements. Any modification, amendment or extension of a sublease and/or any other agreement by which alandlord of a building other than the Building, or its affiliate, agrees to assume the obligations of Tenant under this Lease shall be deemed a sublease for thepurposes of Section 13.1 hereof. Section 13.9 Assumption of Obligations. No assignment or transfer shall be effective unless and until the Transferee (a) assumes Tenant’sobligations under this Lease and (b) agrees that, notwithstanding such assignment or transfer, the provisions of Section 13.1 hereof shall be binding upon itin respect of all future assignments and transfers. Section 13.10 Tenant’s Liability. The joint and several liability of Tenant and any successors-in-interest of Tenant and the due performance ofTenant’s obligations under this Lease shall not be discharged, released or impaired by any agreement or stipulation made by Landlord, or any grantee orassignee of Landlord, extending the time, or modifying any of the terms and provisions of this Lease, or by any waiver or failure of Landlord, or any granteeor assignee of Landlord, to enforce any of the terms and provisions of this Lease. Section 13.11 Listings in Building Directory. The listing of any name other than that of Tenant on the doors of the Premises, the Building directoryor elsewhere shall not vest any right or interest in this Lease or in the Premises, nor be deemed to constitute Landlord’s consent to any assignment or transferof this Lease or to any sublease of the Premises or to the use or occupancy thereof by others. Section 13.12 Lease Disaffirmance or Rejection. If at any time after an assignment by Tenant named herein, this Lease is not affirmed or is rejectedin any bankruptcy proceeding or any similar proceeding, or upon a termination of this Lease due to any such proceeding, Tenant named herein, upon requestof Landlord given after such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in theevent of termination other than by act of Landlord), shall (a) pay to Landlord all Rent and other charges due and owing by the assignee to Landlord underthis Lease to and including the date of such disaffirmance, rejection or termination, and (b) as “tenant,” enter into a new lease of the Premises with Landlordfor a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Expiration Date, at the same Rent and upon thethen executory terms, covenants and conditions contained in this Lease, except that (i) the rights of Tenant named herein under the new lease shall be subjectto the possessory rights of the assignee under this Lease and the possessory rights of any persons or entities claiming through or under such assignee or byvirtue of any statute or of any order of any court, (ii) such new lease shall require all defaults existing under this Lease to be cured by Tenant named hereinwith due diligence, and (iii) such new lease shall require Tenant named herein to pay all Rent which, had this Lease not been so disaffirmed, rejected orterminated, would have become due under the provisions of this Lease after the date of such disaffirmance, rejection or termination with respect to any periodprior thereto. If Tenant named herein defaults in its obligations to enter into such new lease for a period of ten (10) days after Landlord’s request, then, inaddition to all other rights and remedies by reason of default, either at law or in equity, Landlord shall have the same rights and remedies against Tenantnamed herein as if it had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason ofTenant’s default thereunder. -29- ARTICLE 14 ACCESS TO PREMISES Section 14.1 Landlord’s Access. (a) Subject to the terms of Section 26.24 below, Landlord, Landlord’s agents and utility service providers servicing the Real Property mayerect, use and maintain concealed ducts, pipes and conduits in and through the Premises provided such use does not cause the usable area of the Premises tobe reduced beyond a de minimis amount. Landlord shall promptly repair any damage to the Premises caused by any work performed pursuant to thisArticle 14. (b) Subject to the terms of Section 26.24 below, Landlord, any Lessor or Mortgagee and any other party designated by Landlord and theirrespective agents shall have the right to enter the Premises at all reasonable times, upon reasonable notice (which notice may be oral by electronic mail)except in the case of emergency (in which event no notice shall be required), to examine the Premises, to show the Premises to prospective purchasers,Mortgagees, or Lessors and their respective agents and representatives and to perform Work of Improvement to the Premises or the Real Property or during thelast twelve (12) months to prospective tenants. (c) All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises, all balconies,terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, mail chutes, conduits and othermechanical facilities, Building Systems, Building facilities and Common Areas are not part of the Premises, and Landlord shall have the use thereof andaccess thereto through the Premises for the purposes of Building operation, maintenance, alteration and repair. Section 14.2 Building Name. Landlord has the right at any time to change the name, number or designation by which the Building is commonlyknown. Section 14.3 Light and Air. If at any time any windows of the Premises are temporarily darkened or covered over by reason of any Work ofImprovement, any of such windows are permanently darkened or covered over due to any Requirement or there is otherwise a diminution of light, air or viewby another structure which may hereafter be erected (whether or not by Landlord), Landlord shall not be liable for any damages and Tenant shall not beentitled to any compensation or abatement of any Rent, nor shall the same release Tenant from its obligations hereunder or constitute an actual orconstructive eviction. ARTICLE 15 DEFAULT Section 15.1 Tenant’s Defaults. Each of the following events shall be an “Event of Default” hereunder: (a) Tenant fails to pay when due any installment of Rent (provided that Tenant shall be entitled to a grace period before such failure to payshall constitute an Event of Default of five (5) Business Days after written notice by Landlord to Tenant that such amount is past due for the first late paymentof Rent during any twelve (12) month period); or (b) Except for an Event of Default falling within the terms of subsections (a), (c), (d), (e) or (f), hereof, Tenant fails to observe or perform anyother term, covenant or condition of this Lease and such failure continues for more than thirty (30) days after notice by Landlord to Tenant of such default, orif such default is of a nature that it cannot be completely remedied within thirty (30) days, failure by Tenant to commence to remedy such failure within saidthirty (30) days, and thereafter diligently prosecute to completion all steps necessary to remedy such default, provided in all events the same is completedwithin ninety (90) days; or -30- (c) Tenant fails to observe or perform according to the provisions of Articles 3 or 9 or Section 26.10 of this Lease where such failurecontinues for more than three (3) Business Days after notice from Landlord; or (d) if Landlord applies or retains any part of the security held by it hereunder, and Tenant fails to deposit with Landlord the amount soapplied or retained by Landlord, within five (5) Business Days after notice by Landlord to Tenant stating the amount applied, retained, as applicable; or (e) Tenant files a voluntary petition in bankruptcy or insolvency, or is adjudicated a bankrupt or insolvent, or files any petition or answerseeking any reorganization, liquidation, dissolution or similar relief under any present or future federal bankruptcy act or any other present or futureapplicable federal, state or other statute or law, or makes an assignment for the benefit of creditors or seeks or consents to or acquiesces in the appointment ofany trustee, receiver, liquidator or other similar official for Tenant or for all or any part of Tenant’s property; or (f) A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a trustee, receiveror liquidator of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenantseeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof,and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof. The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by applicable Requirements. Section 15.2 Landlord’s Remedies. If Landlord elects to terminate this Lease, pursuant to Section 1951.2 of the California Civil Code, Landlordshall be entitled to recover from Tenant the aggregate of: (a) The worth at the time of award of the unpaid rent earned as of the date of the termination hereof; (b) The worth at the time of award of the amount by which the unpaid rent which would have been earned after the date of terminationhereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (c) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds theamount of such rental loss that Tenant proves could be reasonably avoided; (d) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant’s failure to perform its obligationsunder this Lease or which, in the ordinary course of things, would be likely to result therefrom; and (i) Any other amount which Landlord may hereafter be permitted to recover from Tenant to compensate Landlord for the detrimentcaused by Tenant’s default. For the purposes of this Section 15.2, "rent" shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms ofthis Lease, whether to Landlord or to others, the “time of award” shall mean the date upon which the judgment in any action brought by Landlord againstTenant by reason of such Event of Default is entered or such earlier date as the court may determine; the “worth at the time of award” of the amounts referredto in Sections 15.2(a) and 15.2(b)(shall be computed by allowing interest on such amounts at the Interest Rate; and the “worth at the time of award” of theamount referred to in Section 15.2(c) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at thetime of award plus one percent (1%) per annum. Tenant agrees that such charges shall be recoverable by Landlord under California Code of Civil ProcedureSection 1174(b) or any similar, successor or related provision of law. -31- Section 15.3 Recovering Rent as It Comes Due. Upon any Event of Default, in addition to any other remedies available to Landlord at law or inequity or under this Lease, Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect afterlessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations).Accordingly, if Landlord does not elect to terminate this Lease, Landlord may, from time to time, enforce all of its rights and remedies under this Lease,including the right to recover all Rent as it becomes due. Such remedy may be exercised by Landlord without prejudice to its right thereafter to terminate thisLease in accordance with the other provisions contained in this Article 15. Landlord’s reentry to perform acts of maintenance or preservation of, or inconnection with efforts to relet, the Premises, or any portion thereof, or the appointment of a receiver upon Landlord’s initiative to protect Landlord’s interestunder this Lease shall not terminate Tenant’s right to possession of the Premises or any portion thereof and, until Landlord elects to terminate this Lease, thisLease shall continue in full force and Landlord may pursue all its remedies hereunder. Nothing in this Article 15 shall be deemed to affect Landlord’s right toindemnification, under the indemnification clauses contained in this Lease, for Losses arising from events occurring prior to the termination of this Lease. Section 15.4 Reletting on Tenant’s Behalf. If Tenant abandons the Premises or if Landlord elects to reenter or takes possession of the Premisespursuant to any legal proceeding or pursuant to any notice provided by Requirements, and until Landlord elects to terminate this Lease, Landlord may, fromtime to time, without terminating this Lease, recover all Rent as it becomes due pursuant to Section 15.3 and/or relet the Premises or any part thereof for theaccount of and on behalf of Tenant, on any terms, for any term (whether or not longer than the Term), and at any rental as Landlord in its reasonablediscretion may deem advisable, and Landlord may make any Work of Improvement to the Premises in connection therewith. Tenant hereby irrevocablyconstitutes and appoints Landlord as its attorney-in-fact, which appointment shall be deemed coupled with an interest and shall be irrevocable, for purposesof reletting the Premises pursuant to the immediately preceding sentence. If Landlord elects to so relet the Premises on behalf of Tenant, then rentals receivedby Landlord from such reletting shall be applied: (a) First, to reimburse Landlord for the costs and expenses of such reletting (including costs and expenses of retaking or repossessing thePremises, removing persons and property therefrom, securing new tenants, and, if Landlord maintains and operates the Premises, the costs thereof) andnecessary or reasonable Work of Improvement. (b) Second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder. (c) Third, to the payment of Rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment ofother or future obligations of Tenant to Landlord as the same may become due and payable. Should the rentals received from such reletting, when applied in the manner and order indicated above, at any time be less than the total amountowing from Tenant pursuant to this Lease, then Tenant shall pay such deficiency to Landlord, and if Tenant does not pay such deficiency within five (5) daysof delivery of notice thereof to Tenant, Landlord may bring an action against Tenant for recovery of such deficiency or pursue its other remedies hereunder orunder California Civil Code Section 1951.8, California Code of Civil Procedure Section 1161 et seq., or any similar, successor or related Requirements. Section 15.5 General. (a) All rights, powers and remedies of Landlord hereunder and under any other agreement now or hereafter in force between Landlord andTenant shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Landlord at law or in equity. The exerciseof any one or more of such rights or remedies shall not impair Landlord’s right to exercise any other right or remedy including any and all rights and remediesof Landlord under California Civil Code Section 1951.8, California Code of Civil Procedure Section 1161 et seq., or any similar, successor or relatedRequirements. -32- (b) If, after Tenant’s abandonment of the Premises, Tenant leaves behind any of Tenant’s Property, then Landlord shall store such Tenant’sProperty at a warehouse or any other location at the risk, expense and for the account of Tenant, and such property shall be released only upon Tenant’spayment of such charges, together with moving and other costs relating thereto and all other sums due and owing under this Lease. If Tenant does not reclaimsuch Tenant’s Property within the period permitted by law, Landlord may sell such Tenant’s Property in accordance with law and apply the proceeds of suchsale to any sums due and owing hereunder, or retain said Property, granting Tenant credit against sums due and owing hereunder for the reasonable value ofsuch Property. (c) To the extent permitted by law, Tenant hereby waives all provisions of, and protections under, any Requirement to the extent same areinconsistent and in conflict with specific terms and provisions hereof. Section 15.6 Interest. If any payment of Rent is not paid when due, interest shall accrue on such payment, from the date such payment became dueuntil paid at the Interest Rate. Tenant acknowledges that late payment by Tenant of Rent will cause Landlord to incur costs not contemplated by this Lease,the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges,and late charges that may be imposed on Landlord by the terms of any note secured by a Mortgage covering the Premises. Therefore, in addition to interest, ifany amount is not paid when due, a late charge equal to five percent (5%) of such amount shall be assessed; provided, however, that on two (2) occasionsduring any calendar year of the Term, Landlord shall give Tenant notice of such late payment and Tenant shall have a period of five (5) days thereafter inwhich to make such payment before any late charge is assessed. Such interest and late charges are separate and cumulative and are in addition to and shall notdiminish or represent a substitute for any of Landlord’s rights or remedies under any other provision of this Lease. Section 15.7 Other Rights of Landlord. If Tenant fails to pay any Additional Rent when due, Landlord, in addition to any other right or remedy,shall have the same rights and remedies as in the case of a default by Tenant in the payment of Fixed Rent. If Tenant is in arrears in the payment of Rent,Tenant waives Tenant’s right, if any, to designate the items against which any payments made by Tenant are to be credited, and Landlord may apply anypayments made by Tenant to any items Landlord sees fit, regardless of any request by Tenant. ARTICLE 16 LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES If Tenant defaults in the performance of its obligations under this Lease, Landlord, without waiving such default, may perform such obligations atTenant’s expense: (a) immediately, and without notice, in the case of emergency or if the default (i) materially interferes with the use by any other tenant ofthe Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any Requirement, or (iv) results or will result ina cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such default continues after thirty (30) days from the dateLandlord gives notice of Landlord’s intention to perform the defaulted obligation. All costs and expenses incurred by Landlord in connection with any suchperformance by it and all costs and expenses, including reasonable counsel fees, incurred by Landlord in any action or proceeding (including any unlawfuldetainer proceeding) brought by Landlord or in which Landlord is a party to enforce any obligation of Tenant under this Lease and/or right of Landlord in orto the Premises or as a result of any default by Tenant under this Lease, shall be paid by Tenant to Landlord on demand, with interest thereon at the InterestRate from the date incurred by Landlord. Except as expressly provided to the contrary in this Lease, all costs and expenses which, pursuant to this Lease areincurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for any property, material, labor,utility or other services which, pursuant to this Lease, are attributable directly to Tenant’s use and occupancy of the Premises or presence at the Building, orat the request and for the account of Tenant, are provided, furnished or rendered by Landlord, shall become due and payable by Tenant to Landlord withinthirty (30) days after receipt of Landlord’s invoice for such amount. -33- ARTICLE 17 NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL Section 17.1 No Representations. Except as expressly set forth herein, Landlord and Landlord’s agents have made no warranties, representations,statements or promises with respect to the Building, the Real Property or the Premises and no rights, easements or licenses are acquired by Tenant byimplication or otherwise. Tenant is entering into this Lease after full investigation and is not relying upon any statement or representation made by Landlordnot embodied in this Lease. Section 17.2 No Money Damages. Wherever in this Lease Landlord’s consent or approval is required, if Landlord refuses to grant such consent orapproval, whether or not Landlord expressly agreed that such consent or approval would not be unreasonably withheld, conditioned or delayed, Tenant shallnot make or exercise, and Tenant hereby waives, any claim for money damages (including any claim by way of set-off, offset, counterclaim or defense) and/orany right to terminate this Lease based upon Tenant’s claim or assertion that Landlord unreasonably withheld, conditioned or delayed its consent orapproval. Tenant’s sole remedy shall be an action or proceeding to enforce such provision, by specific performance, injunction or declaratory judgment, asdetermined pursuant to binding arbitration in accordance with Section 26.27 below. In no event shall Landlord or the Parties (as that term is defined inSection 26.3 below) be liable for, and Tenant, on behalf of itself and all other Tenant Parties, hereby waives any claim for, any indirect, consequential orpunitive damages, including loss of profits or business opportunity, arising under or in connection with the Lease Documents. In no event shall Tenant beliable for, and Landlord, on behalf of itself and all other Landlord Parties, hereby waives any claim for any indirect, consequential or punitive damages,including loss or profits or business opportunity, arising under or in connection with this Lease, other than claims for consequential damages, including lossof profit, incurred by Landlord in connection with a holdover of the Premises by Tenant after the expiration or earlier termination of this Lease or incurred byLandlord arising from or in connection with the Lease Documents or any repair, physical construction or improvement work performed by or on behalf ofTenant in the Real Property. Section 17.3 Reasonable Efforts. For purposes of this Lease, “reasonable efforts” by Landlord shall not include an obligation to employ contractorsor labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever. ARTICLE 18 END OF TERM Section 18.1 Expiration. Upon the expiration or other termination of this Lease, Tenant shall quit and surrender the Premises to Landlord vacant,broom clean and in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted,and Tenant shall remove all of Tenant’s Property and Specialty Alterations. Section 18.2 Holdover Rent. Landlord and Tenant recognize that Landlord’s damages resulting from Tenant’s failure to timely surrender possessionof the Premises may be substantial, may exceed the amount of the Rent payable hereunder, and will be impossible to accurately measure. Accordingly, ifpossession of the Premises is not surrendered to Landlord on the Expiration Date or sooner termination of this Lease, in addition to any other rights orremedies Landlord may have hereunder or at law, Tenant shall (a) pay to Landlord for each month (or any portion thereof) during which Tenant holds over inthe Premises after the Expiration Date or sooner termination of this Lease, Tenant's Operating Payment and Tenant's Tax Payment, plus a sum equal to (i)during the first month of such holdover, 1.5 times the Base Rent payable under this Lease for the last full calendar month of the Term, and (ii) thereafter,2 times the Base Rent payable under this Lease for the last full calendar month of the Term, (b) be liable to Landlord for (1) any payment or rent concessionwhich Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “New Tenant”) in order to induce such NewTenant not to terminate its lease by reason of the holding-over by Tenant, and (2) the loss of the benefit of the bargain if any New Tenant shall terminate itslease by reason of the holding-over by Tenant, and (c) indemnify Landlord against all claims for damages by any New Tenant. No holding-over by Tenant,nor the payment to Landlord of the amounts specified above, shall operate to extend the Term hereof. Nothing herein contained shall be deemed to permitTenant to retain possession of the Premises after the Expiration Date or sooner termination of this Lease, and no acceptance by Landlord of payments fromTenant after the Expiration Date or sooner termination of this Lease shall be deemed to be other than on account of the amount to be paid by Tenant inaccordance with the provisions of this Section 18.2. -34- ARTICLE 19 QUIET ENJOYMENT Provided this Lease is in full force and effect and no Event of Default then exists, Tenant may peaceably and quietly enjoy the Premises withouthindrance by Landlord or any person lawfully claiming through or under Landlord, subject to the terms and conditions of this Lease and to all SuperiorLeases and Mortgages. ARTICLE 20 NO SURRENDER; NO WAIVER Section 20.1 No Surrender or Release. No act or thing done by Landlord or Landlord’s agents or employees during the Term shall be deemed anacceptance of a surrender of the Premises, and no provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver is in writingand is signed by Landlord, or Tenant, as applicable. Section 20.2 No Waiver. The failure of either party to seek redress for violation of, or to insist upon the strict performance of, any covenant orcondition of this Lease, or any of the Rules and Regulations, shall not be construed as a waiver or relinquishment for the future performance of suchobligations of this Lease or the Rules and Regulations, or of the right to exercise such election but the same shall continue and remain in full force and effectwith respect to any subsequent breach, act or omission. The receipt by Landlord of any Rent payable pursuant to this Lease or any other sums withknowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a lesseramount than the monthly Rent herein stipulated shall be deemed to be other than a payment on account of the earliest stipulated Rent, or as Landlord mayelect to apply such payment, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed anaccord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursueany other remedy provided in this Lease. Tenant's payment of any Rent hereunder shall not constitute a waiver by Tenant of any breach or default byLandlord under this Lease. ARTICLE 21 WAIVER OF TRIAL BY JURY; COUNTERCLAIM Section 21.1 Jury Trial Waiver. THE PARTIES HEREBY AGREE THAT THIS LEASE CONSTITUTES A WRITTEN CONSENT TOWAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 AND EACHPARTY DOES HEREBY CONSTITUTE AND APPOINT THE OTHER PARTY ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, WHICHAPPOINTMENT IS COUPLED WITH AN INTEREST, AND EACH PARTY DOES HEREBY AUTHORIZE AND EMPOWER THE OTHER PARTY,IN THE NAME, PLACE AND STEAD OF SUCH PARTY, TO FILE THIS LEASE WITH THE CLERK OR JUDGE OF ANY COURT OFCOMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. LANDLORD’S INITIALS: _____TENANT’S INITIALS: _____ Section 21.2 Waiver of Counterclaim. If Landlord commences any summary proceeding against Tenant, Tenant will not interpose anycounterclaim of any nature or description in any such proceeding (unless failure to interpose such counterclaim would preclude Tenant from asserting in aseparate action the claim which is the subject of such counterclaim), and will not seek to consolidate such proceeding with any other action which may havebeen or will be brought in any other court by Tenant. -35- ARTICLE 22 NOTICES Except as otherwise expressly provided in this Lease, all consents, notices, demands, requests, approvals or other communications given under thisLease shall be in writing and shall be deemed sufficiently given or rendered if delivered by hand (provided a signed receipt is obtained) or if sent byregistered or certified mail (return receipt requested) or by a nationally recognized overnight delivery service making receipted deliveries, addressed toLandlord and Tenant as set forth in Article 1, and to any Mortgagee or Lessor who shall require copies of notices and whose address is provided to Tenant, orto such other address(es) as Landlord, Tenant or any Mortgagee or Lessor may designate as its new address(es) for such purpose by notice given to the otherin accordance with the provisions of this Article 22. Any such approval, consent, notice, demand, request or other communication shall be deemed to havebeen given on the date of receipted delivery, refusal to accept delivery or when delivery is first attempted but cannot be made due to a change of address forwhich no notice is given or three (3) Business Days after it shall have been mailed as provided in this Article 22, whichever is earlier. ARTICLE 23 RULES AND REGULATIONS All Tenant Parties shall observe and comply with the Rules and Regulations, as supplemented or amended from time to time. Landlord reserves theright, from time to time with reasonable amendments or supplements, to adopt additional reasonable Rules and Regulations and to amend the Rules andRegulations then in effect with reasonable amendments or supplements. Nothing contained in this Lease shall impose upon Landlord any obligation toenforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other Building tenant, and Landlord shall not be liable toTenant for violation of the same by any other tenant, its employees, agents, visitors or licensees, provided that Landlord shall enforce the Rules orRegulations against Tenant in a non-discriminatory fashion. ARTICLE 24 BROKER Landlord has retained Landlord’s Agent as leasing agent in connection with this Lease and Landlord will be solely responsible for any fee that maybe payable to Landlord’s Agent. Landlord agrees to pay a commission to Tenant’s Broker in connection with this Lease pursuant to a separate writtenagreement between Landlord and Tenant's Broker. Each of Landlord and Tenant represents and warrants to the other that neither it nor its agents have dealtwith any broker in connection with this Lease other than Landlord’s Agent and Tenant’s Broker. Each of Landlord and Tenant shall indemnify, defend,protect and hold the other party harmless from and against any and all Losses which the indemnified party may incur by reason of any claim of or liability toany broker, finder or like agent (other than Landlord’s Agent and Tenant’s Broker) arising out of any dealings claimed to have occurred between theindemnifying party and the claimant in connection with this Lease, and/or the above representation being false. ARTICLE 25 INDEMNITY Section 25.1 Waiver of Liability. Neither Landlord nor any of its Indemnitees shall be liable or responsible in any way for, and Tenant herebywaives all claims against the Indemnitees with respect to or arising out of (a) any death or any injury of any nature whatsoever that may be suffered orsustained by Tenant or any employee, licensee, invitee, guest, agent or customer of Tenant or any other person, from any causes whatsoever except to theextent such injury or death is caused by the gross negligence or willful misconduct of the Indemnitees; or (b) any loss or damage or injury to any propertyoutside or within the Premises belonging to Tenant or its employees, agents, customers, licensees, invitees, guests or any other person; except to the extentsuch injury or damage is to property not covered by insurance carried (or required to be carried) by Tenant and is caused by the gross negligence or willfulmisconduct of the Indemnitees. Subject to the foregoing, none of the Indemnitees shall be liable for any damage or damages of any nature whatsoever topersons or property caused by explosion, fire, theft or breakage, by sprinkler, drainage or plumbing systems, by failure for any cause to supply adequatedrainage, by the interruption of any public utility or service, by steam, gas, water, rain or other substances leaking, issuing or flowing into any part of thePremises, by natural occurrence, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, orfor any damage or inconvenience which may arise through repair, maintenance or alteration of any part of the Building, or by anything done or omitted to bedone by any tenant, occupant or person in the Building. In addition, none of the Indemnitees shall be liable for any loss or damage for which Tenant isrequired to insure, nor for any loss or damage resulting from any construction, alterations or repair. -36- Section 25.2 Tenant’s Indemnity. Tenant shall not do or permit to be done any act or thing upon the Premises or the Real Property which maysubject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of anyRequirement, and shall exercise such control over the Premises as to fully protect Landlord against any such liability. Except to the extent of any such injuryor damage resulting from the negligence or willful misconduct of Landlord or Landlord’s agents or employees, Tenant shall indemnify, defend, protect andhold harmless each of the Indemnitees from and against any and all Losses, resulting from any claims (i) against the Indemnitees arising from any act,omission or negligence of any Tenant Party, (ii) against the Indemnitees arising from any accident, injury or damage to any person or to the property of anyperson and occurring in or about the Premises, and (iii) against the Indemnitees resulting from any breach, violation or nonperformance of any covenant,condition or agreement of this Lease on the part of Tenant to be fulfilled, kept, observed or performed. Section 25.3 Landlord’s Indemnity. Landlord shall indemnify, protect, defend and hold harmless Tenant from and against all Losses incurred byTenant arising from any accident, injury or damage whatsoever caused to any person or the property of any person in or about the Common Areas(specifically excluding the Premises) to the extent attributable to the gross negligence or willful misconduct of Landlord or its employees or agents. Section 25.4 Defense and Settlement. If any claim, action or proceeding is made or brought against any Indemnitee, then upon demand by anIndemnitee, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name (if necessary), by attorneysapproved by the Indemnitee, which approval shall not be unreasonably withheld (attorneys for Tenant’s insurer shall be deemed approved for purposes of thisSection 25.4). Notwithstanding the foregoing, an Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceedinginvolving potential liability in excess of the amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and Tenant shallpay the reasonable fees and disbursements of such attorneys. If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, thenLandlord may retain separate counsel at Tenant’s expense. Notwithstanding anything herein contained to the contrary, Tenant may direct the Indemnitee tosettle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the Indemnitee other than the paymentof money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by Tenant at the time such settlement is reached, (c) suchsettlement shall not require the Indemnitee to admit any liability, and (d) the Indemnitee shall have received an unconditional release from the other partiesto such claim, suit or other proceeding. ARTICLE 26 MISCELLANEOUS Section 26.1 Delivery. This Lease shall not be binding upon Landlord or Tenant unless and until Landlord shall have executed and delivered a fullyexecuted copy of this Lease to Tenant. Section 26.2 Transfer of Real Property. Provided that the transferee assumes in writing the obligations of Landlord hereunder arising from and afterthe date of the Landlord Transfer (as defined hereinbelow), Landlord’s obligations under this Lease shall not be binding upon the Landlord named hereinafter the sale, conveyance, assignment or transfer (collectively, a “Landlord Transfer”) by such Landlord (or upon any subsequent landlord after theLandlord Transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such LandlordTransfer, Landlord (and any such subsequent Landlord) shall be entirely freed and relieved of all covenants and obligations of Landlord hereunder arisingfrom and after the date of the Landlord Transfer, and the transferee of Landlord’s interest (or that of such subsequent Landlord) in the Building or the RealProperty, as the case may be, shall be deemed to have assumed all obligations under this Lease arising from and after the date of the Landlord Transfer. -37- Section 26.3 Limitation on Liability. The liability of Landlord for Landlord’s obligations under this Lease and any other documents, including,any lease amendment thereto, executed by Landlord and Tenant in connection with this Lease (collectively, the "Lease Documents") shall be limited toLandlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirectpartner, member, manager, shareholder, director, officer, principal, employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforceLandlord’s obligations under the Lease Documents or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shallbe personally liable for the performance of Landlord’s obligations under the Lease Documents. Further, it is expressly understood and agreed thatnotwithstanding anything in this Lease to the contrary, and notwithstanding any applicable Requirement to the contrary, neither Tenant's officers, directors,shareholders, members, managers, principals, employees or agents shall have any personal liability for the obligations of this Lease and Landlord herebyexpressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Landlord. Section 26.4 Rent. All amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent,Tenant’s Tax Payment, Tenant’s Operating Payment, Additional Rent or Rent, shall constitute rent for the purposes of Section 502(b)(6) of the United StatesBankruptcy Code. Section 26.5 Entire Document. This Lease (including any Schedules and Exhibits referred to herein and all supplementary agreements provided forherein) contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. All of the Schedules andExhibits attached hereto are incorporated in and made a part of this Lease, provided that in the event of any inconsistency between the terms and provisionsof this Lease and the terms and provisions of the Schedules and Exhibits hereto, the terms and provisions of this Lease shall control. Section 26.6 Governing Law. This Lease shall be governed in all respects by the laws of the State of California. Section 26.7 Unenforceability. If any provision of this Lease, or its application to any person or entity or circumstance, shall ever be held to beinvalid or unenforceable, then in each such event the remainder of this Lease or the application of such provision to any other person or entity or any othercircumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each provision hereof shall remain valid andenforceable to the fullest extent permitted by law. Section 26.8 Lease Disputes. (a) Tenant agrees that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shallbe dealt with and adjudicated in the state courts of the State of California or the United States District Court for the Central District of California and for thatpurpose hereby expressly and irrevocably submits itself to the jurisdiction of such courts. Tenant agrees that so far as is permitted under applicableRequirements, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of themanners specified in this Lease, or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon it in any such court. (b) To the extent that Tenant has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whetherthrough service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Tenantirrevocably waives such immunity in respect of its obligations under this Lease. Section 26.9 Landlord’s Agent. Unless Landlord delivers notice to Tenant to the contrary, Landlord’s Agent is authorized to act as Landlord’s agentin connection with the performance of this Lease, and Tenant shall be entitled to rely upon correspondence received from Landlord’s Agent. Tenantacknowledges that Landlord’s Agent is acting solely as agent for Landlord in connection with the foregoing; and neither Landlord’s Agent nor any of itsdirect or indirect partners, members, managers, officers, shareholders, directors, employees, principals, agents or representatives shall have any liability toTenant in connection with the performance of this Lease, and Tenant waives any and all claims against any and all of such parties arising out of, or in anyway connected with, this Lease, the Building or the Real Property. -38- Section 26.10 Estoppel. Within seven (7) Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver toLandlord a statement executed and acknowledged by Tenant, in form reasonably satisfactory to Landlord, (a) stating the Commencement Date and theExpiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forththe date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent and Additional Rent thenpayable, (c) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Landlord is in default, setting forth thespecific nature of all such defaults, (d) stating the amount of the Letter of Credit, if any, and/or the Security Deposit, if any, under this Lease, (e) statingwhether there are any subleases or assignments affecting the Premises, (f) stating the address of Tenant to which all notices and communications under theLease shall be sent, and (g) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that anystatement delivered pursuant to this Section 26.10 may be relied upon by any purchaser or owner of the Real Property or the Building, or all or any portion ofLandlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof. Section 26.11 Certain Interpretational Rules. For purposes of this Lease, whenever the words “include”, “includes”, or “including” are used, theyshall be deemed to be followed by the words “without limitation” and, whenever the circumstances or the context requires, the singular shall be construed asthe plural, the masculine shall be construed as the feminine and/or the neuter and vice versa. This Lease shall be interpreted and enforced without the aid ofany canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question. Thecaptions in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease or theintent of any provision hereof. Section 26.12 Parties Bound. The terms, covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit ofLandlord and Tenant and, except as otherwise provided in this Lease, to their respective legal representatives, successors, and assigns. Section 26.13 Memorandum of Lease. This Lease shall not be recorded; however, at Landlord’s request, Landlord and Tenant shall promptlyexecute, acknowledge and deliver a memorandum with respect to this Lease sufficient for recording and Landlord may record the memorandum. Within ten(10) days after the end of the Term, Tenant shall enter into such documentation as is reasonably required by Landlord to remove the memorandum of record. Section 26.14 Counterparts; Execution By Telefacsimile or PDF format. This Lease may be executed in 2 or more counterparts, each of whichshall constitute an original, but all of which, when taken together, shall constitute but one instrument. Signatures of the parties transmitted by telefacsimile orelectronic mail PDF format shall be deemed to constitute originals and may be relied upon, for all purposes, as binding the transmitting party hereto. Theparties intend to be bound by the signatures transmitted by telefacsimile or electronic mail PDF format, are aware that the other party will rely on suchsignature, and hereby waive any defenses to the enforcement of the terms of this Lease based on the form of signature. Section 26.15 Survival. All obligations and liabilities of Landlord or Tenant to the other which accrued before the expiration or other termination ofthis Lease, and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may be,performed after such expiration or other termination, shall survive the expiration or other termination of this Lease. Without limiting the generality of theforegoing, the rights and obligations of the parties with respect to any indemnity under this Lease, and with respect to any Rent and any other amountspayable under this Lease, shall survive the expiration or other termination of this Lease. Section 26.16 Code Waivers. Tenant hereby waives any and all rights under and benefits of Subsection 1 of Section 1931, 1932, Subdivision 2,1933, Subdivision 4, 1941, 1942 and 1950.7 (providing that a Landlord may only claim from a security deposit only those sums reasonably necessary toremedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises) of the California Civil Code, Section 1265.130 of theCalifornia Code of Civil Procedure (allowing either party to petition a court to terminate a lease in the event of a partial taking), and Section 1174(c) of theCalifornia Code of Civil Procedure and Section 1951.7 of the California Civil Code (providing for Tenant’s right to satisfy a judgment in order to prevent aforfeiture of this Lease or requiring Landlord to deliver written notice to Tenant of any reletting of the Premises), and any similar law, statute or ordinancenow or hereinafter in effect. -39- Section 26.17 Inability to Perform. This Lease and the obligation of Tenant to pay Rent and to perform all of the other covenants and agreementsof Tenant hereunder shall not be affected, impaired or excused by any Unavoidable Delays. Landlord shall use reasonable efforts to promptly notify Tenantof any Unavoidable Delay which prevents Landlord from fulfilling any of its obligations under this Lease. Section 26.18 Substitution of Other Premises. Landlord shall have the right to move Tenant to other space in the Building comparable to thePremises, and all terms hereof shall apply to the new space with equal force. In such event, Landlord shall give Tenant prior notice, shall provide Tenant, atLandlord’s sole cost and expense, with tenant improvements at least equal in quality to those in the Premises and shall move Tenant’s effects to the newspace at Landlord’s sole cost and expense at such time and in such manner as to inconvenience Tenant as little as reasonably practicable. Simultaneouslywith such relocation of the Premises, the parties shall immediately execute an amendment to this Lease stating the relocation of the Premises. Landlord shallnot exercise its relocation right under this Section 26.18 during the initial Term. Section 26.19 Financial Statements. Within one hundred twenty (120) days after the completion of Tenant’s fiscal year, Tenant shall deliver toLandlord (i) Tenant’s audited financial statements for the most recently completed fiscal year or (ii) if audited statements for Tenant are not prepared, thenunaudited financial statements for the most recent fiscal year of Tenant which shall be certified to be true and correct by Tenant’s Chief Financial Officer.Upon Landlord’s request, Tenant shall provide such additional information as Landlord may reasonably request to enable Landlord to assess the credit-worthiness of Tenant as a tenant of the Building. Landlord shall endeavor to ensure that all financial statements furnished by Tenant are kept confidential byLandlord and any Mortgagee or prospective purchaser that may receive the same, and that such statements are used only for the purpose of assessing thecredit-worthiness of Tenant as a tenant of the Building. Notwithstanding the foregoing, in the event that (i) stock in the entity which constitutes Tenant underthis Lease (as opposed to an entity that "controls" Tenant or is otherwise an "affiliate" of Tenant, as those terms are defined in Section 14.8 of this Lease) ispublicly traded on a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint orcumulative filings with an entity that controls Tenant or with entities which are otherwise Affiliates of Tenant), then Tenant's obligation to provide Landlordwith a copy of its most recent current financial statement shall be deemed satisfied. Section 26.20 Development of the Real Property. Landlord reserves the right to subdivide all or a portion of the Real Property. Tenant agrees toexecute and deliver, within ten (10) Business Days following demand by Landlord and in the form requested by Landlord, any additional, commerciallyreasonable documents needed to conform this Lease to the circumstances resulting from such subdivision, provided such documents do not increase Tenant'sobligations nor diminish Tenant's rights hereunder or materially and adversely interfere with Tenant's use of the Premises for the Permitted Uses (includingTenant's use of and access to the Premises, Building and Building Parking Facility. If portions of the Real Property or property adjacent to the Real Property(collectively, the “Other Improvements”) are owned or later acquired by an entity other than Landlord or an affiliate of Landlord, Landlord, at its option,may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of theReal Property and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of theReal Property and the Other Improvements, provided that Tenant’s rights under this Lease are not materially impaired, (iii) for the allocation of a portion ofthe Operating Expenses and Taxes to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Real Property, and(iv) for the use or improvement of the Other Improvements and/or the Real Property in connection with the improvement, construction, and/or excavation ofthe Other Improvements and/or the Real Property so long as any such actions do not materially and adversely interfere with Tenant's use of or access to thePremises for the Permitted Uses (including Tenant's use of and access to the Building and Building Parking Facility) and do not increase Tenant's obligationsnor diminish Tenant's rights hereunder. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s right to convey all orany portion of the Real Property or any other of Landlord’s rights described in this Lease. -40- Section 26.21 Tax Status of Beneficial Owner. Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlordmay from time to time qualify as real estate investment trusts pursuant to Sections 856 et seq. of the Tax Code and that avoiding (a) the loss of such status, (b)the receipt of any income derived under any provision of this Lease that does not constitute “rents from real property” (in the case of real estate investmenttrusts), and (c) the imposition of income, penalty or similar taxes (each an “Adverse Event”) is of material concern to Landlord and such beneficial owners. Inthe event that this Lease or any document contemplated hereby could, in the opinion of counsel to Landlord, result in or cause an Adverse Event, Tenantagrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlord execute and deliver suchdocuments reasonably required to effect such amendment or modification. Any amendment or modification pursuant to this Section 26.21 shall be structuredso that the economic results to Landlord and Tenant shall be substantially similar to those set forth in this Lease without regard to such amendment ormodification. Without limiting any of Landlord's other rights under this Section 26.21, Landlord may waive the receipt of any amount payable to Landlordhereunder and such waiver shall constitute an amendment or modification of this Lease with respect to such payment. Tenant expressly covenants and agreesnot to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part onthe net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on a fixed percentage orpercentages of receipts or sales), and that any such purported sublease or assignment shall be absolutely void and ineffective as a conveyance of any right orinterest in the possession, use, occupancy, or utilization of any part of the Premises. Section 26.22 Authority. If Tenant is a corporation, trust, limited liability company or partnership, each individual executing this Lease on behalf ofTenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full rightand authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenant shall, withinten (10) days after Landlord's request, deliver to Landlord satisfactory evidence of (i) good standing in Tenant's state of formation and (ii) qualification to dobusiness in California. Section 26.23 Attorneys' Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery ofany sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses,including reasonable attorneys' fees, incurred by the prevailing party therein shall be paid by the other party. Section 26.24 Abatement Event. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a resultof any failure to provide services (including Landlord's failure to perform its repair or maintenance obligations pursuant to the terms of this Lease, or due toany work performance by Landlord or its agents or contractors), utilities or access to the Premises to the extent Landlord is obligated to provide same underthis Lease (any such set of circumstances to be known as an "Abatement Event"), then Tenant shall give Landlord notice of such Abatement Event, and ifsuch Abatement Event continues for five (5) consecutive Business Days after Landlord's receipt of any such notice, (the "Eligibility Period"), then the FixedRent, Tax Payment, Operating Payment and Tenant's obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as thecase may be, after the expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises ora portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to thetotal rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for aperiod of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its businesstherein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during whichTenant is so prevented from effectively conducting its business therein, the Fixed Rent, Tax Payment and Operating Payment for the entire Premises shall beabated for such time as Tenant continues to be so prevented from using, and does not use, the Premises and Tenant's obligation to pay for parking shall beabated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of thePremises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of thePremises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Such rightto abate Fixed Rent, Tax Payment and Operating Payment shall be Tenant's sole and exclusive remedy at law or in equity for an Abatement Event. To theextent Tenant is entitled to abatement without regard to the Eligibility Period because of an event described in Section 11.3 or Article 12 of this Lease, thenthe Eligibility Period shall not be applicable. Except as provided in this Section 26.24, nothing contained herein shall be interpreted to mean that Tenant isexcused from paying Rent due hereunder. -41- ARTICLE 27 SECURITY DEPOSIT Section 27.1 Security Deposit. Tenant shall deposit the Security Deposit with Landlord upon the execution of this Lease in cash as security for thefaithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. Section 27.2 Application of Security. If (a) an Event of Default by Tenant occurs in the payment or performance of any of the terms, covenants orconditions of this Lease, including the payment of Rent, or (b) Tenant fails to make any installment of Rent as and when due, Landlord may apply or retainthe whole or any part of the Security Deposit, to the extent required for the payment of any Fixed Rent or any other sum as to which Tenant is in default orhas failed to pay as and when due, including (i) any sum which Landlord may expend or may be required to expend by reason of Tenant’s default, and/or(ii) any damages to which Landlord is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry byLandlord. If Landlord applies or retains any part of the Security Deposit, Tenant, upon demand, shall deposit with Landlord the amount so applied or retainedso that Landlord shall have the full Security Deposit on hand at all times during the Term. If Tenant shall comply with all of the terms, covenants andconditions of this Lease, the Security Deposit shall be returned to Tenant within forty-five (45) days after the Expiration Date and after delivery of possessionof the Premises to Landlord in the manner required by this Lease. Section 27.3 Transfer. Upon a sale or other transfer of the Real Property or the Building, or any financing of Landlord’s interest therein, Landlordshall have the right to transfer the Security Deposit to its transferee or lender. Tenant shall look solely to the new landlord or lender for the return of suchSecurity Deposit and the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant shall not assignor encumber or attempt to assign or encumber the Security Deposit and neither Landlord nor its successors or assigns shall be bound by any such action orattempted assignment, or encumbrance. -42- ARTICLE 28 PARKING Tenant shall have the right, but not the obligation, to rent from Landlord, commencing on the Commencement Date, up to fourteen (14) unreservedparking passes on a monthly basis throughout the Term, which parking passes shall pertain to the on-site Building parking facility servicing the Building(“Building Parking Facility”). A portion of the Building Parking Facility is comprised of surface parking and the other portion is comprised of coveredparking. Tenant shall have the right to convert up to one (1) of the unreserved parking passes allocated to Tenant to one (1) reserved parking pass, whichreserved parking pass shall be located on the PA level of the Building Parking Facility. The exact location of the reserved parking pass on the PA level of theBuilding Parking Facility shall be mutually determined by Tenant and Landlord, provided that such reserved parking shall be located in the covered portionof the Building Parking Facility. Tenant may change the number of parking passes rented pursuant to this Article 28 upon thirty (30) days prior written noticeto Landlord, provided that in no event shall Tenant be entitled to rent more than the amount and type of parking passes allotted to Tenant as set forth in thisArticle 28 above. Landlord shall have the right, on a temporary basis, upon not less than 60 days prior written notice, and only in connection with arenovation of the Building or the Building Parking Facility or an event of emergency and in each case, only to the extent such renovation or emergencyrequires closure of such Building Parking Facility, to provide parking for the Building at off-site locations (which off-site locations shall not be more than1,000 feet from the Building) other than the Building Parking Facility (without relocating Tenant’s passes for the Building Parking Facility as specifiedabove. Subject to the terms above, Landlord shall have the right to change, delete or modify such off-site parking areas. Subject to availability (as determinedby Landlord), and upon at least thirty (30) days prior notice to Landlord, Tenant shall have the right to rent additional parking passes from Landlord in theBuilding Parking Facility (collectively, the "Additional Parking Passes") on a month-to-month basis. Subject to the terms of this Article 28, below, Tenantshall pay to Landlord for automobile parking passes on a monthly basis the prevailing rate charged (the "Parking Charge"), which shall be inclusive oftaxes, from time to time at the location of such parking passes, provided, however, that Tenant shall have no obligation to pay a Parking Charge for thenumber of parking passes allocated to Tenant under the terms of this Article 28 during the initial two (2) full calendar months of the Term. Notwithstandingthe foregoing, during the initial twelve (12) months of the initial Term only, the Parking Charges for the parking allotted to Tenant pursuant to Article 28above shall be fixed, without increase, (A) at $196.27 per unreserved parking pass per month, and (B) at $307.66 per reserved parking space per month (theforegoing rates are inclusive of taxes). Commencing on the first day of the thirteenth (13th) month of the initial Term and continuing annually thereafter, theParking Charge for parking passes shall not increase by more than three percent (3%) per 12 month period thereafter, on a cumulative, compounding basis,over the Parking Charge for such parking passes in effect during the prior 12 month period. Tenant shall abide by all reasonable rules and regulations whichare prescribed from time to time for the orderly operation and use of the Building Parking Facility, including any hang-tag or other identification system,which is not required to be adhered to a vehicle and which is reasonably established by Landlord or an operator of the Building Parking Facility, and Tenantshall cooperate in seeing that Tenant’s employees and visitors also comply with such rules and regulations. Landlord specifically reserves the right to changethe size, configuration, design, layout and all other aspects of the Building Parking Facility at any time and Tenant acknowledges and agrees that Landlordmay, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, temporarily close-off or restrict accessto the Building Parking Facility for purposes of permitting or facilitating any such construction, alteration or improvements (subject to terms above).Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributedhereby to the Landlord. The parking passes rented by Tenant pursuant to this Article 28 are provided to Tenant solely for use by Tenant’s own personnel andsuch passes may not be transferred, assigned, subleased or otherwise alienated by Tenant (except in connection with a Transfer) without Landlord’s priorapproval. Tenant may validate visitor parking by such method or methods as the Landlord may establish, at the validation rate from time to time generallyapplicable to visitor parking and which rate shall be consistent with the visitor parking rate of other first class office building in the Westwood Marketplace. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written. LANDLORD: 10900 WILSHIRE, L.L.C., a Delaware limited liability company By: /s/ Joseph G. Doran Name: Joseph G. Doran Title: Vice President and Treasurer TENANT: CHROMADEX, INC.,a California corporation By: /s/ Frank Jaksch Name: Frank Jaksch Title: CEO By: /s/ Thomas C. Varvaro Name: Thomas C. Varvaro Title: CFO -43- EXHIBIT A Floor Plan of Premises The floor plan which follows is intended solely to identify the general location of the Premises, and should not be used for any other purpose. All areas,dimensions and locations are approximate, and any physical conditions indicated may not exist as shown. A-1 EXHIBIT B Definitions Base Rate: The annual rate of interest publicly announced from time to time by Citibank, N.A., or its successor, in New York, New York as its “baserate” (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to as its “base rate”). Building Standard Installations: The type of core and shell improvements typically provided by Landlord in connection with the initial occupancyof tenants in the Building. Building Systems: The mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning, security, life-safety, elevatorand other service systems or facilities of the Building up to the point of connection of localized distribution to the Premises (excluding, however,supplemental HVAC systems of tenants, sprinklers and the horizontal distribution systems within and servicing the Premises and by which mechanical,electrical, plumbing, sanitary, heating, ventilating and air conditioning, security, life-safety and other service systems are distributed from the base Buildingrisers, feeders, panelboards, etc. for provision of such services to the Premises). Business Days: All days, excluding Saturdays, Sundays and Observed Holidays. Common Areas: The lobby, plaza and sidewalk areas, garage and other similar areas of general access and the areas on individual multi-tenantfloors in the Building devoted to corridors, elevator lobbies, restrooms, and other similar facilities serving the Premises. Comparable Buildings: Other office buildings located in the Westwood area of Los Angeles, California, which buildings are Class "A" buildingswith a similar quality of institutional ownership, tenant mix and quality of construction, and are of similar size and offer similar services, as the Building. B-1 Excluded Expenses: (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest, except to the extentthe same may be included in Operating Expenses pursuant to the terms of Section 7.1(e), above; (d) leasing commissions; (e) the cost of tenant installationsand decorations incurred in connection with preparing space for any Building tenant, including work letters and concessions; (f) fixed rent under SuperiorLeases, if any; (g) management fees to the extent in excess of the greater of (A) three percent (3%) of the gross receipts collected for the Real Property, and(B) fees charged for the management of a majority of the other Comparable Buildings; (h) wages, salaries and benefits paid to any persons above the grade ofproperty manager or chief engineer (or employees with equivalent responsibilities regardless of job title) and their immediate supervisor; (i) legal andaccounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospectivepurchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale ormortgages; (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) coststhat are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to anexpense escalation clause; (l) costs in the nature of penalties or fines; (m) except with respect to management fees (which are subject to (g) above), costs forservices, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparableservices, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in theBuilding; (o) advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining aspecialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted tomake use of such facility without additional cost (other than payments for key deposits, use of towels, or other incidental items) or on a subsidized basisconsistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely payOperating Expenses or Taxes; (r) costs incurred to comply with applicable Requirements relating to any Hazardous Materials which were in existence in theBuilding or on the Real Property prior to the Commencement Date, and were of such a nature that a federal, State or municipal governmental authority, if ithad then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions that it then existed in the Building or on the RealProperty, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto (the “Pre-ExistingHazardous Materials”); (s) costs incurred to remove, remedy, contain, or treat Hazardous Materials, which Hazardous Materials are brought into theBuilding or onto the Real Property after the date of this Lease by Landlord, any other tenant of the Building or any third party and is of such a nature, at thattime, that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, andunder the conditions, that it then existed in the Building or on the Real Property, would have then required the removal of such Hazardous Materials or otherremedial or containment action with respect thereto; (t) Capital Costs other than those expressly included in Operating Expenses pursuant to Section 7.1; and(u) costs of replacements, alterations or improvements necessary to make the Building comply with applicable Requirements in effect and applicable to theBuilding prior to the Commencement Date, except to the extent the need for such replacements, alterations or improvements is caused by Tenant Parties (inwhich case Tenant shall nonetheless be responsible for such costs in accordance with Section 8.1(a) of this Lease), provided, however, that the provisions ofthis sub-item (u) shall not preclude the inclusion of costs of compliance with applicable Requirements enacted prior to the date of this Lease if suchcompliance is required for the first time by reason of any amendment, modification or reinterpretation of an applicable Requirement which is imposed afterthe date of this Lease. Governmental Authority: The United States of America, the City of Los Angeles, County of Los Angeles, or State of California, or any politicalsubdivision, agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdictionover the Real Property. Hazardous Materials: Any substances, materials or wastes currently or in the future deemed or defined in any Requirement as “hazardoussubstances,” “toxic substances,” “contaminants,” “pollutants” or words of similar import. HVAC System: The Building System designed to provide heating, ventilation and air conditioning. Indemnitees: Landlord, Landlord’s Agent, each Mortgagee and Lessor, and each of their respective direct and indirect partners, officers,shareholders, directors, members, managers, trustees, beneficiaries, employees, principals, contractors, servants, agents, and representatives. B-2 Lease Year: The first Lease Year shall commence on the Commencement Date and shall end on the last day of the calendar month preceding themonth in which the first anniversary of the Commencement Date occurs. Each succeeding Lease Year shall commence on the day following the end of thepreceding Lease Year and shall extend for 12 consecutive months; provided, however, that the last Lease Year shall expire on the Expiration Date. Lessor: A lessor under a Superior Lease. Losses: Any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature(including reasonable attorneys’ fees and disbursements) incurred in connection with any claim, proceeding or judgment and the defense thereof, andincluding all costs of repairing any damage to the Premises or the Real Property or the appurtenances of any of the foregoing to which a particular indemnityand hold harmless agreement applies. Mortgage(s): Any mortgage, trust indenture or other financing document which may now or hereafter affect the Premises, the Real Property, theBuilding or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications,consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder. Mortgagee(s): Any mortgagee, trustee or other holder of a Mortgage. Observed Holidays: New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Ordinary Business Hours: 8:00 a.m. to 6:00 p.m. on Business Days and from 9:00 a.m. to 1:00 p.m. on Saturdays (excluding Observed Holidays). Prohibited Use: Any use or occupancy of the Premises that in Landlord’s reasonable judgment would: (a) cause damage to the Real Property or anyequipment, facilities or other systems therein; (b) impair the appearance of the Real Property; (c) interfere with the efficient and economical maintenance,operation and repair of the Premises or the Real Property or the equipment, facilities or systems thereof; (d) adversely affect any service provided to, and/orthe use and occupancy by, any Building tenant or occupants, and/or injure or annoy any Building tenant or occupants by reason of noise, odors, orvibrations; (e) violate the certificate of occupancy issued for the Premises or the Building; (f) materially and adversely affect the first-class image of theBuilding or (g) result in protests or civil disorder or commotions at, or other disruptions of the normal business activities in, the Real Property. ProhibitedUse also includes the use of any part of the Premises for: (i) a restaurant or bar; (ii) the preparation, consumption, storage, manufacture or sale of food orbeverages (except in connection with vending machines (provided that each machine, where necessary, shall have a waterproof pan thereunder and beconnected to a drain) and/or warming kitchens installed for the use of Tenant’s employees only), liquor, tobacco or drugs; (iii) the business of photocopying,multilith or offset printing (except photocopying in connection with Tenant’s own business); (iv) a school or classroom; (v) lodging or sleeping; (vi) theoperation of retail facilities (meaning a business whose primary patronage arises from the generalized solicitation of the general public to visit Tenant’soffices in person without a prior appointment) of a savings and loan association or retail facilities of any financial, lending, securities brokerage orinvestment activity; (vii) a payroll office; (viii) a barber, beauty or manicure shop; (ix) an employment agency or similar enterprise; (x) offices of anyGovernmental Authority, any foreign government, the United Nations, or any agency or department of the foregoing; (xi) the manufacture, retail sale, storageof merchandise or auction of merchandise, goods or property of any kind to the general public which could reasonably be expected to create a volume ofpedestrian traffic substantially in excess of that normally encountered in the Premises; (xii) the rendering of medical, dental or other therapeutic or diagnosticservices; or (xiii) any illegal purposes or any activity constituting a nuisance. Requirements: All present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes and executive orders, extraordinaryand ordinary of (i) all Governmental Authorities, including, without limitation, (A) the Americans With Disabilities Act, 42 U.S.C. §12101 (et seq.), and anylaw of like import, and all rules, regulations and government orders with respect thereto, and (B) any of the foregoing relating to Hazardous Materials,environmental matters, public health and safety matters and landmarks protection, (ii) any applicable fire rating bureau or other body exercising similarfunctions, affecting the Real Property or the maintenance, use or occupation thereof, or any street, avenue or sidewalk comprising a part of or in front thereofor any vault in or under the same, (iii) all requirements of all insurance bodies affecting the Premises, (iv) utility service providers, and (v) Mortgagees orLessors. "Requirements" shall also include the terms and conditions of any certificate of occupancy issued for the Premises or the Building, and any othercovenants, conditions or restrictions affecting the Building and/or the Real Property from time to time. B-3 Rules and Regulations: The rules and regulations annexed to and made a part of this Lease as Exhibit F, as they may be modified from time to timeby Landlord. Specialty Alterations: Alterations which are not standard office installations such as kitchens, executive bathrooms, raised computer floors,computer room installations, supplemental HVAC equipment, safe deposit boxes, vaults, libraries or file rooms requiring reinforcement of floors, internalstaircases, slab penetrations, conveyors, dumbwaiters, and other Alterations of a similar character. All Specialty Alterations are Above-Building StandardInstallations. Substantial Completion: As to any construction performed by any party in the Premises, other than with respect to the Tenant Improvements whichshall be governed by the terms of the Work Letter, “Substantial Completion” or “Substantially Completed” means that such work has been completed, asreasonably determined by Landlord’s architect, in accordance with (a) the provisions of this Lease applicable thereto, (b) the plans and specifications for suchwork, and (c) all applicable Requirements, except for minor details of construction, decoration and mechanical adjustments, if any, the non-completion ofwhich does not materially interfere with Tenant’s use of the Premises or which in accordance with good construction practices should be completed after thecompletion of other work in the Premises or Building. Superior Lease(s): Any ground or underlying lease of the Real Property or any part thereof heretofore or hereafter made by Landlord and allrenewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof. Tax Code: The Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, as amended. Tenant Delay: Any action or inaction by Tenant, which actually delays Landlord in fulfilling any of Landlord's obligations under this Lease. Tenant-Insured Improvements: All Tenant Improvements, Alterations and any other alterations, modifications or tenant improvements in thePremises, regardless of whether such Tenant Improvements, Alterations, or other alterations, modifications or tenant improvements are installed by Landlordor Tenant. Tenant Party: Tenant and any subtenants or occupants of the Premises and their respective agents, contractors, subcontractors, employees, inviteesor licensees. Tenant’s Property: Tenant’s movable fixtures and movable partitions, telephone and other equipment, computer systems, telecommunications, dataand other cabling, trade fixtures, furniture, furnishings, and other items of personal property which are removable without material damage to the Building. Unavoidable Delays: Landlord’s or Tenant's inability to fulfill or delay in fulfilling any of its obligations under this Lease expressly or impliedly tobe performed by Landlord or Tenant or either party’s inability to make or delay in making any repairs, additions, alterations, improvements or decorations oreither party’s inability to supply or delay in supplying any equipment or fixtures, if such party’s inability or delay is due to or arises by reason of strikes,labor troubles or by accident, or by any cause whatsoever beyond Landlord’s or Tenant's reasonable control, including governmental preemption inconnection with a national emergency, Requirements or shortages, or unavailability of labor, fuel, steam, water, electricity or materials, or delays caused byTenant or Landlord, as applicable, or other tenants, mechanical breakdown, acts of God, acts of war, enemy action, terrorism, bio-terrorism, civil commotion,fire or other casualty; provided, however, an Unavoidable Delay shall in no event excuse or delay Tenant’s obligations to pay Rent or other charges to bepaid by Tenant or Landlord under the Lease or Tenant’s obligations under Article 3 of the Lease. B-4 EXHIBIT C Work Letter 1. Tenant Improvements. Except as provided below, Landlord shall not be obligated to construct or install or pay for any improvements orfacilities of any kind in the Premises, and Tenant shall accept the Premises in its currently-existing, "as-is" condition. Notwithstanding the foregoing, subjectto the terms of this Work Letter, Landlord shall, at its sole cost, perform the work described on the Pricing Plan and the Tenant Improvement Estimate,attached hereto as Schedule 1 (the work described on the Pricing Plan and the Tenant Improvement Estimate shall collectively be referred to herein as the"Tenant Improvements"). The Tenant Improvements shall be completed by Landlord in accordance with Building standards, finishes and materials selectedby Tenant, subject to availability, and in accordance with Schedule 1 and otherwise in a good workman-like manner and in compliance with allRequirements. Tenant shall have no right to modify or alter the Tenant Improvements. 2. Warranties and Guaranties. Landlord shall warrant and guaranty the Tenant Improvements for a period of twelve (12) months afterSubstantial Completion of the Tenant Improvements. Subject to the foregoing warranty and Landlord’s obligations herein, Tenant hereby waives all claimsagainst Landlord relating to, or arising out of the construction or installation of, the Tenant Improvements. 3. Ready for Occupancy. The Premises shall be considered "Ready for Occupancy" upon the Substantial Completion (defined below) byLandlord of the Tenant Improvements. For purposes of this Work Letter, "Substantial Completion" of the Tenant Improvements shall occur upon thecompletion of the Tenant Improvements, with the exception of any punchlist or other items which do not prevent or materially adversely affect Tenant's useor occupancy of the Premises. In the event of a Tenant Delay, the Premises shall be deemed to be Ready for Occupancy as of the date the same would haveoccurred but for such act or omission of Tenant. C-1 SCHEDULE 1 PRICING PLAN C-2 TENANT IMPROVEMENT ESTIMATE C-3 EXHIBIT D Design Standards (a) HVAC. The Building HVAC System serving the Premises is designed to maintain average temperatures within the Premises duringOrdinary Business Hours of (i) not less than 72ºF. dry bulb during the heating season when the outdoor temperature is 43ºF. dry bulb and (ii) not more than75ºF. dry bulb during the cooling season, when the outdoor temperatures are at 87ºF. dry bulb, with, in the case of clauses (i) and (ii), a population load perfloor of not more than one person per 150 square feet of rentable area, other than in dining and other special use areas per floor for all purposes, 0.07 CFM perrentable square foot of outside air, tenant power and light at 2.75 watts per rentable square foot and shades or blinds fully drawn. Use of the Premises, or anypart thereof, in a manner exceeding the foregoing design conditions or arrangement of partitioning which interferes with normal operation of the air-conditioning service in the Premises may require changes in the air-conditioning serving the Premises at Tenant’s expense. (b) Electrical. The Building electrical system serving the Premises is designed to provide electricity as follows: (i) High voltage (480/277 Volt) connected power for lighting, as required by applicable Requirements, and (ii) 5.0 watts per usable square foot of low voltage (120/208 volt) connected power for convenience receptacles. D-1 EXHIBIT E Cleaning Specifications GENERAL CLEANING NIGHTLY General Offices: 1. All hard surfaced flooring to be swept using approved dustdown preparation. 2. Carpet sweep all carpets, moving only light furniture (desks, file cabinets, etc. not to be moved). 3. Hand dust and wipe clean all furniture, fixtures and window sills. 4. Empty all waste receptacles and remove wastepaper. 5. Wash clean all Building water fountains and coolers. 6. Sweep all private stairways. Lavatories: 1. Sweep and wash all floors, using proper disinfectants. 2. Wash and polish all mirrors, shelves, bright work and enameled surfaces. 3. Wash and disinfect all basins, bowls and urinals. 4. Wash all toilet seats. 5. Hand dust and clean all partitions, tile walls, dispensers and receptacles in lavatories and restrooms. 6. Empty paper receptacles, fill receptacles from tenant supply and remove wastepaper. 7. Fill toilet tissue holders from tenant supply. 8. Empty and clean sanitary disposal receptacles. WEEKLY 1. Vacuum all carpeting and rugs. 2. Dust all door louvers and other ventilating louvers within a person’s normal reach. 3. Wipe clean all brass and other bright work. NOT MORE THAN 3 TIMES PER YEAR High dust premises complete including the following: 1. Dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly cleaning. 2. Dust all vertical surfaces, such as walls, partitions, doors, door frames and other surfaces not reached in nightly cleaning. 3. Dust all venetian blinds. E-1 EXHIBIT F Rules and Regulations 1. Nothing shall be attached to the outside walls of the Building. Other than Building standard blinds, no curtains, blinds, shades, screens orother obstructions shall be attached to or hung in or used in connection with any exterior window or entry door of the Premises, without the prior consent ofLandlord. 2. No sign, advertisement, notice or other lettering visible from the exterior of the Premises shall be exhibited, inscribed, painted or affixed toany part of the Premises without the prior written consent of Landlord. All lettering on doors shall be inscribed, painted or affixed in a size, color and styleacceptable to Landlord. 3. The grills, louvers, skylights, windows and doors that reflect or admit light and/or air into the Premises or Common Areas shall not becovered or obstructed by Tenant, nor shall any articles be placed on the window sills, radiators or convectors. 4. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord’s opinion, tends to impair the reputation of theBuilding, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 5. Common Areas shall not be obstructed or encumbered by any Tenant or used for any purposes other than ingress of egress to and from thePremises and for delivery of merchandise and equipment in a prompt and efficient manner, using elevators and passageways designated for such delivery byLandlord. 6. Except in those areas designated by Tenant as “security areas,” all locks or bolts of any kind shall be operable by the Building’s Master Key.No locks shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in locks or the mechanism thereof which shall makesuch locks inoperable by the Building’s Master Key. Tenant shall, upon the termination of its Lease, deliver to Landlord all keys of stores, offices andlavatories, either furnished to or otherwise procured by Tenant and in the event of the loss of any keys furnished by Landlord, Tenant shall pay to Landlordthe cost thereof. 7. Tenant shall keep the entrance door to the Premises closed at all times. 8. All movement in or out of any freight, furniture, boxes, crates or any other large object or matter of any description must take place duringsuch times and in such elevators as Landlord may prescribe. Landlord reserves the right to inspect all articles to be brought into the Building and to excludefrom the Building all articles which violate any of these Rules and Regulations or the Lease. Landlord may require that any person leaving the public areas ofthe Building with any article to submit a pass, signed by an authorized person, listing each article being removed, but the establishment and enforcement ofsuch requirement shall not impose any responsibility on Landlord for the protection of any Tenant against the removal of property from the Premises. 9. All hand trucks shall be equipped with rubber tires, side guards and such other safeguards as Landlord may require. 10. No Tenant Party shall be permitted to have access to the Building’s roof, mechanical, electrical or telephone rooms without permissionfrom Landlord. 11. Tenant shall not permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupantsof the Building by reason of noise, odors, vibrations or interfere in any way with other tenants or those having business therein. F-1 12. Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises, unless otherwiseagreed to by Landlord. Tenant shall not cause any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation of good orderand cleanliness. 13. Tenant shall store all its trash and recyclables within its Premises. No material shall be disposed of which may result in a violation of anyRequirement. All refuse disposal shall be made only though entryways and elevators provided for such purposes and at such times as Landlord shalldesignate. Tenant shall use the Building’s hauler. 14. Tenant shall not deface any part of the Building. No boring, cutting or stringing of wires shall be permitted, except with prior consent ofLandlord, and as Landlord may direct. 15. The water and wash closets, electrical closets, mechanical rooms, fire stairs and other plumbing fixtures shall not be used for any purposesother than those for which they were constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein. All damages resultingfrom any misuse of the fixtures shall be borne by Tenant where a Tenant Party caused the same. 16. Tenant, before closing and leaving the Premises at any time, shall see that all lights, water faucets, etc. are turned off. All entrance doors inthe Premises shall be kept locked by Tenant when the Premises are not in use. 17. No firearms, bicycles, in-line roller skates, vehicles or animals of any kind (except for seeing eye dogs) shall be brought into or kept by anyTenant in or about the Premises or the Building. 18. Canvassing or soliciting in the Building is prohibited. 19. Employees of Landlord or Landlord’s Agent shall not perform any work or do anything outside of the regular duties, unless under specialinstructions from the office of Landlord or in response to any emergency condition. 20. Tenant is responsible for the delivery and pick up of all mail from the United States Post Office. 21. Landlord reserves the right to exclude from the Building during other than Ordinary Business Hours all persons who do not present a validBuilding pass. Tenant shall be responsible for all persons for whom a pass shall be issued at the request of Tenant and shall be liable to Landlord for all actsof such persons. 22. Tenant shall not use the Premises for any purpose that may be dangerous to persons or property, nor shall Tenant permit in, on or about thePremises or Building items that may be dangerous to persons or property, including, without limitation, firearms or other weapons (whether or not licensed orused by security guards) or any explosive or combustible articles or materials. 23. No smoking shall be permitted in, on or about the Premises, the Building or the Real Property. Tenant shall comply with the State ofCalifornia “No-Smoking” law set forth in California Labor Code Section 6404.5, or any successor statute, and any local “No-Smoking” ordinance which maybe in effect from time to time and which is not superseded by such State law. 24. Landlord shall not be responsible to Tenant or to any other person or entity for the non-observance or violation of these Rules andRegulations by any other tenant or other person or entity. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide bythem as a condition to its occupancy of the Premises. 25. The review/alteration of Tenant drawings and/or specifications by Landlord’s Agent and any of its representatives is not intended to verifyTenant’s engineering or design requirements and/or solutions. The review/alteration is performed to determine compatibility with the Building Systems andlease conditions. Tenant renovations must adhere to the Building’s applicable Standard Operating Procedures and be compatible with all Building Systems. F-2 EXHIBIT G Notice of Lease Term Dates To: ________________________________________________________________________________________________________ Re: Lease dated ________________________, 20__, between 10900 Wilshire, L.L.C., a Delaware limited liability company ("Landlord"), and_____________________, a ________________ ("Tenant") concerning Suite ____ on the ______ (___) floor of the office buildinglocated at 10900 Wilshire Boulevard, Los Angeles, California. Ladies and Gentlemen: In accordance with the Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1.That the Tenant Improvements have been Substantially Complete, and that the Term [shall commence] [commenced] as of ________________for a term of _______________ ending on _______________. 2.That in accordance with the Lease, Rent commenced to accrue on _______________________. 3.If the Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter,with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4.Rent is due and payable in advance on the first day of each and every month during the Term. Your rent checks should be made payable to____________________________________ at _______________________________________. 5.The exact number of rentable square feet within the Premises is _______ square feet. 6.Tenant's Proportionate Share as adjusted based upon the exact number of rentable square feet within the Premises is _______%. Should Landlord not receive a signed response within 10 days from the date above, the aforementioned dates shall be deemed to be accepted byTenant. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] G-1 "Landlord": 10900 WILSHIRE, L.L.C., a Delaware limited liability company By: ___________________________ Name: _____________________ Title: ______________________ Agreed to and Accepted asof _____________, 20__. "Tenant": __________________________, a ________________________ By: ________________________ Name: ___________________ Title: ____________________ G-2 Exhibit 10.51 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE (this "First Amendment") is made and entered into as of the 7th day of February, 2018, by and between10900 WILSHIRE, L.L.C., a Delaware limited liability company ("Landlord"), and CHROMADEX, INC., a California corporation ("Tenant"). R E C I T A L S : A. Landlord and Tenant entered into that certain Lease, dated as of July 6, 2017 (the "Office Lease"), as supplemented by that certain Notice ofLease Term Dates, dated as of September 15, 2017 (the "Commencement Letter") (the Office Lease and Commencement Letter shall be collectively referredto herein as the "Lease"), whereby Landlord leases to Tenant and Tenant leases from Landlord that certain space (the "Existing Premises"), commonly knownas Suite 650, comprising 4,512 rentable (3,746 usable) square feet of space and located on the sixth (6th) floor of the building (the "Building") located at10900 Wilshire Boulevard, Los Angeles, California. B. Tenant desires to (i) expand the Existing Premises to include that certain space (the "Expansion Premises") consisting of 2,429 rentable(2,017 usable) square feet of space, commonly known as Suite 610 and located on the sixth (6th) floor of the Building, as delineated on Exhibit A attachedhereto and made a part hereof, and (ii) make other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease ashereinafter provided. A G R E E M E N T : NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expresslysuperseded by the terms of this First Amendment. 2. Modification of Premises. Notwithstanding any provision to the contrary contained in the Lease, effective as of the date (the "ExpansionCommencement Date") that is five (5) Business Days following the date that this First Amendment is fully executed and delivered by Landlord and Tenantand Landlord has delivered exclusive possession of the Expansion Premises to Tenant in the condition required in subsections (i) and (ii) of this Section 2,Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises subject to the terms of this First Amendment. Landlord shall (i)deliver exclusive possession of the Expansion Premises to Tenant with all existing furniture, fixtures and equipment and any other personal propertyremoved, and (ii) cause the Building Systems serving the Expansion Premises to be in good working order upon the date of Landlord's delivery of theExpansion Premises to Tenant. Consequently, effective upon the Expansion Commencement Date, the Existing Premises shall be increased to include theExpansion Premises. Except as otherwise provided in this First Amendment, all references in the Lease and this First Amendment to the "Premises" shallinclude the Existing Premises and the Expansion Premises. Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant herebystipulate to the rentable and usable square feet of the Expansion Premises as set forth in Recital B above, and agree that the Expansion Premises shall not besubject to remeasurement or modification at any time during the Expansion Term (as that term is defined in Section 3 below). -1- 3. Expansion Term. The term of Tenant's lease of the Expansion Premises (the "Expansion Term") shall commence on the ExpansionCommencement Date and shall expire (unless sooner terminated as provided in the Lease, as amended) coterminously with Tenant's lease of the ExistingPremises on October 31, 2021 (the "Lease Expiration Date"). 4. Expansion Premises Rent. 4.1. Expansion Premises Fixed Rent. Notwithstanding any provision to the contrary contained in the Lease, commencing on theExpansion Commencement Date and continuing throughout the Expansion Term, Tenant shall, in addition to any Fixed Rent payable with respect to theExisting Premises under the Lease, pay to Landlord monthly installments of Fixed Rent for the Expansion Premises as follows, but otherwise in accordancewith the terms of the Lease: Period During Expansion TermMonthly Fixed RentExpansion Commencement Date – November 30, 2018$8,992.62*December 1, 2018 – November 30, 2019$10,687.60*December 1, 2019 – November 30, 2020$11,061.67December 1, 2020 – Lease Expiration Date$11,448.82 *Subject to abatement as provided in Section 4.2 below. Upon Tenant's execution and delivery of this First Amendment to Landlord, Tenant shall pay to Landlord $8,992.62, which shall be applied to theprorated installment of monthly Fixed Rent due for Expansion Premises for the month of February, 2018, with the balance applied to the month of May,2018, next payable for the Expansion Premises. 4.2. Abatement of Fixed Rent for Expansion Premises. Notwithstanding anything in Section 4.1 above to the contrary, Tenant shall haveno obligation to pay Fixed Rent for the Expansion Premises for the periods and in the amounts set forth in this Section 4.2 below, as follows: (i) fullabatement of Fixed Rent for the full calendar months of March and April, 2018 of the Expansion Term in the aggregate amount of $17,985.24; (ii) abatementof fifty percent (50%) of the monthly Fixed Rent for the Expansion Premises for the month of August 2018 (i.e., $4,496.31); and (iii) full abatement of FixedRent for the Expansion Premises for the months of September 2018, October 2018, November 2018, January 2019, February 2019, March 2019 and April2019 in the aggregate amount of $69,728.26. The total amount of Fixed Rent to be abated pursuant to this Section 4.2 equals and shall not exceed$92,209.81 (collectively, the "Expansion Premises Abatement"). The period during which Fixed Rent is to be abated under this Section 4.2 is referred toherein as the "Expansion Premises Abatement Period"). Nothing contained in this Section 4.2 shall be construed as relieving Tenant of its obligation to payTenant's Operating Payment and Tenant's Tax Payment, and any and all parking costs and taxes in connection with the "Expansion Premises Parking Passes"payable under Section 6 below, during the Expansion Premises Abatement Period. Landlord and Tenant acknowledge that the terms and provisions of thisSection 4.2 shall pertain to Tenant's lease of the Expansion Premises under this First Amendment only, and shall not affect or in any way modify any Rentpayable by Tenant under the Lease, as amended, with respect to the Existing Premises. 4.3. Tenant's Operating Payment and Tenant's Tax Payment for Expansion Premises. Notwithstanding any provision to the contrarycontained in the Lease, commencing on the Expansion Commencement Date, Tenant shall pay to Landlord Tenant's Operating Payment and Tenant's TaxPayment in connection with the Expansion Premises in accordance with the terms of Article 7 of the Office Lease, provided that with respect to thecalculation of Tenant's Operating Payment and Tenant's Tax Payment in connection with the Expansion Premises: -2- 4.3.1 Commencing on the Expansion Commencement Date and continuing through November 30, 2018, Tenant's Tax Paymentand Tenant's Operating Payment shall be equal to $980.08 per month; provided, however, Tenant shall not be obligated to pay any such Tenant's TaxPayment and Tenant's Operating Payment during the full calendar months of March and April, 2018 of the Expansion Term; and 4.3.2 Commencing on December 1, 2018, the Base Year shall be the calendar year 2019 and Tenant's Proportionate Share ofOperating Expenses and Taxes shall equal 1.0243% (it being acknowledged and agreed that (i) commencing on December 1, 2018 and continuing throughDecember 31, 2019, no monthly Operating Payment and Tax Payment shall be payable and (ii) commencing in the calendar year 2020, Tenant shall only beobligated to pay for Tenant's Proportionate Share of any such Tenant’s Operating Payment and Tenant's Tax Payment to the extent that the OperatingExpenses and Taxes applicable to the Expansion Premises in any Comparison Year (starting in 2020) exceed the Operating Expenses and Taxes for theforegoing Base Year). 5. Condition of Premises; Expansion Premises Tenant Improvement Allowance. 5.1. Condition of Premises. Tenant acknowledges that it shall continue to accept, the Existing Premises in its presently existing, "as-is"condition, and, Landlord shall not be obligated to provide or pay for any improvement work related to the improvement of the Existing Premises.Additionally, Tenant hereby acknowledges and agrees to accept the Expansion Premises, in its "as-is" condition, and that except as expressly otherwiseprovided in Section 2 above and this Section 5, Landlord shall not be obligated to provide or pay for any improvement work related to the improvement ofExpansion Premises. The terms of this Section 5.1 shall in no event alter or modify Landlord's repair and maintenance obligations or any other obligations ofLandlord under the Lease, including the services required to be provided by Landlord under the Lease, as and to the extent set forth in the Lease. Tenant alsoacknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, theExpansion Premises, the Building or the Real Property or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business in theExisting Premises or the Expansion Premises. Notwithstanding the foregoing, Landlord shall tender exclusive possession of the Expansion Premises toTenant on the Expansion Commencement Date with the Building Systems serving the Expansion Premises in good working order. 5.2. Expansion Premises Tenant Improvement Allowance. 5.2.1 In General. Subject to the terms of this Section 5.2.1 and Section 5.2.2 below, Tenant shall be entitled to a one-time tenantimprovement allowance (the "Expansion Premises Tenant Improvement Allowance") in the total amount of up to Sixty-Nine Thousand Nine Hundred and88/100 Dollars ($69,900.88) (i.e., $23.72 per rentable square foot of the Expansion Premises plus an additional $12,285.00) for the costs relating to thedesign and construction of Tenant's improvements which are permanently affixed to the Expansion Premises (the "Expansion Premises TenantImprovements"). Tenant shall have the right to use up to $36,435.00 of the Expansion Premises Tenant Improvement Allowance (i.e., an up to $15.00 perrentable square foot of the Expansion Premises) towards soft costs incurred by Tenant in connection with the construction of the Expansion Premises TenantImprovements, including, including, without limitation, costs incurred by Tenant to purchase and install furniture, fixtures and equipment in the ExpansionPremises. Except as expressly provided in this Section 5.2, the Expansion Premises Tenant Improvements shall be constructed as Alterations at Tenant's solecost and expense in accordance with the terms and provisions of Article 5 of the Office Lease, provided, however, that Tenant shall not be obligated to pay toLandlord any supervision fees pursuant to the terms of Section 5.6 of the Lease in connection with the Expansion Premises Tenant Improvements. Anyportion of the Expansion Premises Tenant Improvement Allowance not used by Tenant in accordance with the terms of this Section 5.2 on or before the firstanniversary of the Expansion Commencement Date, shall automatically revert to Landlord, and Tenant shall have no further rights with respect thereto. 5.2.2 Disbursement of Expansion Premises Tenant Improvement Allowance. During the construction of the Expansion PremisesTenant Improvements, Tenant may request, and Landlord shall make monthly disbursements of the Expansion Premises Tenant Improvement Allowance forthe benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows: -3- 5.2.2.1 Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction ofthe Expansion Premises Tenant Improvements (the “Submittal Date”) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) arequest for payment of the contractor retained to construct the Expansion Premises Tenant Improvements, approved by Tenant, (ii) executed mechanic’s lienreleases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amountspreviously disbursed by Landlord or Tenant, which shall comply with the applicable provisions of California Civil Code Sections 8132, 8134, 8136 and8138 and (iii) all applicable invoices related to the payment and disbursement request from all general contractors, subcontractors, laborers, materialmen, andsuppliers used by Tenant for labor rendered and materials delivered to the Expansion Premises in connection with the Expansion Premises TenantImprovements. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval (as between Tenant and Landlord only) of the work furnishedand/or the materials supplied as set forth in Tenant’s payment request. On or before the date occurring forty-five (45) days after the Submittal Date, andassuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant in payment of the lesserof: (A) the amounts so requested by Tenant, as set forth in this Section 5.2.2.1, above, up to an aggregate total of ninety percent (90%) of the ExpansionPremises Tenant Improvement Allowance (the remaining ten percent (10%) of the Expansion Tenant Improvement Allowance shall be the “FinalRetention”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the FinalRetention), provided that Landlord does not dispute any request for payment due to any substandard work. Landlord’s payment of such amounts shall not bedeemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. 5.2.2.2 Final Retention. Subject to the provisions of this Section 5.2, a check for the Final Retention payable to Tenantshall be delivered by Landlord to Tenant following the completion of construction of the Expansion Premises Tenant Improvements, provided that (i) Tenantdelivers to Landlord properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and eitherSection 8136 or Section 8138 from Tenant's contractor or subcontractors and any other party which has lien rights in connection with the construction of theTenant Improvements, (ii) Landlord has determined that no substandard work exists that adversely affects the mechanical, electrical, plumbing, heating,ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of theBuilding, or any other tenant's use of such other tenant's leased premises in the Building, and (iii) Tenant delivers to Landlord a certificate from Tenant'sarchitect certifying that the construction of the Expansion Premises Tenant Improvements has been completed. 6. Parking. In connection with Tenant's lease of the Expansion Premises, throughout the Expansion Term, Tenant shall have the right, but not theobligation, in addition to the parking allotted to Tenant in connection with Tenant's lease of the Existing Premises, to rent from Landlord, up to eight (8)unreserved parking passes (the "Expansion Premises Parking Passes"), on a monthly basis, which Expansion Premises Parking Passes shall pertain to and belocated in the subterranean parking garage of the Building Parking Facility. Tenant shall have the right to convert up to one (1) such unreserved ExpansionPremises Parking Pass to a single reserved parking pass (which, for purposes of this Section 6, shall also be deemed an Expansion Premises Parking Pass),which reserved Expansion Premises Parking Pass shall be for a single reserved parking stall located on the PA level of the subterranean of the BuildingParking Facility, the exact location of which shall be mutually determined by Tenant and Landlord. Notwithstanding any provision to the contrary containedin the Lease, but subject to the terms of this Section 6, Tenant shall pay to Landlord for Expansion Premises Parking Passes on a monthly basis the applicableParking Charge, which shall be inclusive of taxes, from time to time at the location of such Expansion Premises Parking Passes; provided, however, thatTenant shall have no obligation to pay a Parking Charge for any Expansion Premises Parking Passes rented by Tenant during the period from the ExpansionCommencement Date through the last day of the twelfth (12th) full calendar month of the Expansion Term (the "Expansion Parking Abatement Period").Notwithstanding anything to the contrary contained in the Lease, during the Expansion Parking Abatement Period, the Parking Charges for the ExpansionPremises Parking Passes shall be fixed, without increase, at (i) $210.72 per unreserved Expansion Premises Parking Pass per month, and (ii) at $316.16 perreserved Expansion Premises Parking Pass per month (the foregoing rates are inclusive of taxes). Commencing on the first day of the thirteenth (13th) fullcalendar month of the Expansion Term and continuing annually thereafter, the Parking Charge for such Expansion Premises Parking Passes shall not increaseby more than three percent (3%) per 12-month period thereafter, on a cumulative, compounding basis, over the Parking Charge for such Expansion PremisesParking Passes in effect during the prior 12-month period. Except as expressly otherwise provided in this Section 6, the terms and provisions of Article 28 ofthe Office Lease shall remain in effect and apply to Tenant's use of the Expansion Premises Parking Passes. Landlord and Tenant acknowledge and agree thatthe terms and provisions of this Section 6 shall pertain to Tenant's parking rights with respect to the Expansion Premises only, and shall not affect or in anyway modify any parking rights and obligations of Tenant under the Lease with respect to the Existing Premises. -4- 7. CASp. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, thatthe Existing Premises and the Expansion Premises have not undergone inspection by a person certified as a Certified Access Specialist (CASp). In addition,the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect thesubject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law.Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenantfrom obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee ortenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection,and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and inconnection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with adviceof counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Existing Premisesand Expansion Premises, the Building and/or the Real Property to the extent permitted by applicable Requirements now or hereafter in effect; and (ii) if thewaiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable Requirements now or hereafter in effect, then Landlord and Tenant herebyagree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenantshall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant toLandlord within thirty (30) days after the Expansion Commencement Date; (B) any CASp inspection timely requested by Tenant shall be conducted (1)between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASpinspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Expansion Premises or ExistingPremises, the Building or the Real Property in any way, (4) in accordance with all of the provisions of the Lease, as amended, applicable to Tenant contractsfor construction, and (5) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee forany reports and/or certificates prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs andexpenses in connection therewith; (C) Landlord shall be an express third party beneficiary of Tenant's contract with the CASp, and any CASp Reports shallbe addressed to both Landlord and Tenant; (D) Tenant shall deliver a copy of any CASp Reports to Landlord within two (2) Business Days after Tenant'sreceipt thereof; (E) any information generated by the CASp inspection and/or contained in the CASp Reports shall not be disclosed by Tenant to anyoneother than (I) contractors, subcontractors and/or consultants of Tenant, in each instance who have a need to know such information and who agree in writingnot to further disclose such information, or (II) any governmental entity, agency or other person, in each instance to whom disclosure is required byapplicable Requirements or by regulatory or judicial process; (F) Tenant, at its sole cost and expense, shall be responsible for making any improvements,alterations, modifications and/or repairs to or within the Existing Premises and Expansion Premises to correct violations of construction-related accessibilitystandards, including, without limitation, any violations disclosed by such CASp inspection; and (G) if such CASp inspection identifies any improvements,alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Buildingand/or the Real Property located outside the Expansion Premises and Existing Premises, then Tenant shall be responsible for performing any suchimprovements, alterations, modifications and/or repairs as and to the extent required by applicable Requirements to the extent provided in Section 8.1(a) ofthe Office Lease and Landlord shall be responsible for performing any such improvements, alterations, modifications and/or repairs as and to the extentrequired by applicable Requirements to the extent provided in Section 8.1(c) of the Office Lease. 8. Security Deposit. Notwithstanding any provision to the contrary set forth in the Lease, Landlord and Tenant acknowledge that, in accordancewith the terms of the Lease, Tenant has previously delivered the sum of Forty-Two Thousand Five Hundred Twenty-One and 55/100 Dollars ($42,521.55) toLandlord as security for the faithful performance by Tenant of the terms, covenants and conditions of the Lease. Concurrently with Tenant's execution anddelivery of this First Amendment to Landlord, Tenant shall deposit with Landlord an amount equal to Twenty-Two Thousand Eight Hundred Ninety-Sevenand 64/100 Dollars ($22,897.64) to be held by Landlord as an addition to the existing Security Deposit. Accordingly, notwithstanding anything in the Leaseto the contrary, effective as of the date hereof, the Security Deposit to be held by Landlord pursuant to the Lease, as amended hereby, shall equal Sixty-FiveThousand Four Hundred Nineteen and 19/100 Dollars ($65,419.19). -5- 9. Signage. 9.1. Entry Signage. Tenant's identifying signage to the Expansion Premises shall be provided by Landlord, at Landlord's cost, and suchsignage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord's then-current Buildingstandard signage program (it being acknowledged and agreed by Landlord that any such signage may include the installation of a Building standard doorplaque at the entrance of the Expansion Premises). 9.2. Directory. Tenant shall have the right, at Landlord's cost, to have its name located on one (1) line on the directory board located in thelobby of the Building, in connection with its lease of the Expansion Premises. 10. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connectionwith the negotiation of this First Amendment other than Tishman Speyer Properties, L.P. and Cushman & Wakefield of California, Inc. (collectively, the"Brokers"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this First Amendment. Each partyagrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits,judgments, and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalentcompensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent, other than the Brokers. The terms ofthis Section 10 shall survive the expiration or earlier termination of the Lease, as amended. 11. Limitation on Liability. Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant acknowledge and agreethat the liability of Landlord for Landlord’s obligations under the Lease, as amended, and any other documents executed by Landlord and Tenant inconnection with the Lease (collectively, the "Lease Documents") shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to anyother property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager, shareholder, director, officer, principal,employee or agent of Landlord (collectively, the “Landlord Parties”) in seeking either to enforce Landlord’s obligations under the Lease Documents or tosatisfy a judgment for Landlord’s failure to perform such obligations; and none of the Landlord Parties shall be personally liable for the performance ofLandlord’s obligations under the Lease Documents. In no event shall Landlord or the Landlord Parties be liable for, and Tenant, on behalf of itself and allother subtenants or occupants of the Premises and their respective agents, contractors, subcontractors, employees, invitees or licensees, hereby waives anyclaim for, any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with the LeaseDocuments. 12. Tax Status of Beneficial Owner. Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may fromtime to time qualify as real estate investment trusts pursuant to Sections 856, et seq. of the Tax Code and that avoiding (a) the loss of such status, (b) thereceipt of any income derived under any provision of the Lease, as amended, that does not constitute “rents from real property” (in the case of real estateinvestment trusts), and (c) the imposition of income, penalty or similar taxes (each an “Adverse Event”) is of material concern to Landlord and suchbeneficial owners. In the event that the Lease, as amended, or any document contemplated hereby could, in the opinion of counsel to Landlord, result in orcause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlordexecute and deliver such documents reasonably required to effect such amendment or modification. Any amendment or modification pursuant to this Section12 shall be structured so that the economic results to Landlord and Tenant shall be substantially similar to those set forth in the Lease, as amended, withoutregard to such amendment or modification. Without limiting any of Landlord's other rights under this Section 12, Landlord may waive the receipt of anyamount payable to Landlord hereunder and such waiver shall constitute an amendment or modification of the Lease, as amended, with respect to suchpayment. Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use,occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized(other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported sublease or assignment shall be absolutelyvoid and ineffective as a conveyance of any right or interest in the possession, use, occupancy, or utilization of any part of the Premises. 13. Authority. If Tenant is a corporation, trust, limited liability company or partnership, each individual executing this First Amendment on behalfof Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full rightand authority to execute and deliver this First Amendment and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenantshall, within ten (10) days after Landlord's request, deliver to Landlord satisfactory evidence of such authority, and, upon demand by Landlord, Tenant shallalso deliver to Landlord satisfactory evidence of (i) good standing in Tenant's state of formation and (ii) qualification to do business in California. 14. Conflict; No Further Modification. In the event of any conflict between the terms and provisions of the Lease and this First Amendment, theterms and provisions of this First Amendment shall prevail. Except as specifically set forth in this First Amendment, all of the terms and provisions of theLease shall remain unmodified and in full force and effect. [END OF DOCUMENT; SIGNATURES CONTAINED ON FOLLOWING PAGE] -6- IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written. "LANDLORD" LANDLORD: 10900 WILSHIRE, L.L.C.,a Delaware limited liability company By: /s/ Steven WechslerName: Steven WechslerTitle: Senior Managing Director "TENANT"CHROMADEX, INC., a California corporation By: /s/ Kevin FarrName: Kevin Farr Title: CFO By: __________________________________ Name: _______________________________ Title: ________________________________ -7- EXHIBIT A 10900 WILSHIRE OUTLINE OF EXPANSION PREMISES -8- Exhibit 10.52 SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE (this "Second Amendment") is made and entered into as of June 30, 2018, by and between 10900WILSHIRE, L.L.C., a Delaware limited liability company ("Landlord"), and CHROMADEX, INC., a California corporation ("Tenant"). R E C I T A L S: A. Landlord and Tenant are parties to that certain Lease, dated July 6, 2017 (the "Office Lease"), as amended by that certain First Amendmentto Lease, dated February 7, 2018 (the "First Amendment"), whereby Landlord leases to Tenant and Tenant leases from Landlord that certain premises (the"Premises"), commonly known as Suite 610 and Suite 650, and located on the sixth (6th) floor of that certain office building located at 10900 WilshireBoulevard, Los Angeles, California (the "Building"), as more particularly set forth in the Lease. The Office Lease and First Amendment shall collectively bereferred to herein as the "Lease". B. Landlord and Tenant desire to amend the Lease on the terms and conditions contained herein. A G R E E M E N T: NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows. 1. Capitalized Terms. Each capitalized term when used herein shall have the same respective meaning as is given such term in the Lease, unlessexpressly provided otherwise in this Second Amendment. 2. Temporary Storage Space. 2.1 In General. Subject to the terms of this Section 2, commencing as of July 1, 2018, and continuing thereafter on a month-to-month basis(the "Storage Space Term"), Landlord shall rent to Tenant and Tenant shall rent from Landlord, that certain storage space consisting of 96 square feet,commonly known as PD-9, and located in the Building Parking Facility (the "Storage Space"), as delineated on Exhibit A attached hereto. Notwithstandingany provision to the contrary contained in this Section 2, Landlord and Tenant shall each have the right to terminate Tenant's lease of the Storage Space uponnot less than thirty (30) days prior written notice to the other party. 2.2 Rent. The Storage Space shall be leased by Tenant at a monthly rental rate equal to $228.48 (i.e., $2.38 per rentable square feet of theStorage Space) (the "Storage Space Rent"). The Storage Space Rent shall be due on a monthly basis concurrent with Tenant's payment of Fixed Rent duewith respect to the Premises, and shall constitute Rent. Concurrently with Tenant's execution and delivery of this Second Amendment, Tenant shall deliver toLandlord a check in the amount of $228.48, as payment of the Storage Space Rent due for the first month of the Storage Space Term. 2.3 Condition of Storage Space. Tenant acknowledges that (i) Tenant is fully aware of the condition of the Storage Space and shall acceptthe Storage Space in its presently existing "as-is" condition, and (ii) Landlord shall have no obligation to provide or pay for any improvement work orservices related to the improvement of the Storage Space. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made anyrepresentation or warranty regarding the condition of the Storage Space or with respect to the suitability of the same for the conduct of Tenant's business. -1- 2.4 Other Terms. The Storage Space shall be used only for storage of boxes, files, furniture, office equipment and other similar itemsassociated with commercial office space and for no other purpose whatsoever without the prior written consent of Landlord, which consent may be withheldin Landlord's sole discretion. Tenant shall not make any alterations, improvements or modifications to the Storage Space and shall be fully responsible forrepairing any damage to the Storage Space resulting from or relating to Tenant's use thereof. Tenant shall comply with such rules and regulations as may bepromulgated by Landlord from time to time pertaining to the use of the Storage Space. Tenant acknowledges that Landlord shall have no obligation toprovide security or any other services described in Article 10 of the Lease, other than lighting during Ordinary Business Hours, with respect to the StorageSpace. Tenant shall indemnify, defend and hold harmless Landlord and the Parties (as defined in Section 3, below) from and against any and all loss, liability,claims, expenses, damages or costs (including, without limitation, court costs and reasonable attorneys' fees) arising out of or in connection with Tenant's useof the Storage Space. Tenant's insurance obligations under the Lease shall also pertain to Tenant's use of the Storage Space. 2.5 Required Disclosures Related to Accessibility Standards. For purposes of Section 1938(a) of the California Civil Code, Landlordhereby discloses to Tenant, and Tenant hereby acknowledges, that the Storage Space have not undergone inspection by a person certified as a CertifiedAccess Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified AccessSpecialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-relatedaccessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner orlessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lesseeor tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, thepayment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standardswithin the premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to requestand obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASpinspection with respect to the Storage Space, the Building and/or the Real Property to the extent permitted by applicable Requirements now or hereafter ineffect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable Requirements now or hereafter in effect, then Landlordand Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoingnotice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written noticedelivered by Tenant to Landlord within thirty (30) days after the commencement of the Storage Space Term; (B) any CASp inspection timely requested byTenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day, (2) only after ten (10) days' prior written notice to Landlordof the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the StorageSpace, the Building or the Real Property in any way, (4) in accordance with all of the provisions of the Lease, as amended, applicable to Tenant contracts forconstruction, and (5) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for anyreports and/or certificates prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs andexpenses in connection therewith; (C) Landlord shall be an express third party beneficiary of Tenant's contract with the CASp, and any CASp Reports shallbe addressed to both Landlord and Tenant; (D) Tenant shall deliver a copy of any CASp Reports to Landlord within two (2) Business Days after Tenant'sreceipt thereof; (E) any information generated by the CASp inspection and/or contained in the CASp Reports shall not be disclosed by Tenant to anyoneother than (I) contractors, subcontractors and/or consultants of Tenant, in each instance who have a need to know such information and who agree in writingnot to further disclose such information, or (II) any governmental entity, agency or other person, in each instance to whom disclosure is required byapplicable Requirements or by regulatory or judicial process; (F) Tenant, at its sole cost and expense, shall be responsible for making any improvements,alterations, modifications and/or repairs to or within the Storage Space to correct violations of construction-related accessibility standards, including, withoutlimitation, any violations disclosed by such CASp inspection; and (G) if such CASp inspection identifies any improvements, alterations, modificationsand/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and/or the Real Propertylocated outside the Storage Space, then Tenant shall be responsible for performing any such improvements, alterations, modifications and/or repairs as and tothe extent required by applicable Requirements to the extent provided Section 8.1(a) of the Lease and Landlord shall be responsible for performing any suchimprovements, alterations, modifications and/or repairs as and to the extent required by applicable Requirements to the extent provided in Section 8.1(c) ofthe Lease. -2- 3. Limitation on Liability. The liability of Landlord for Landlord’s obligations under the Lease, as amended, and any other documents executed byLandlord and Tenant in connection with the Lease, as amended (collectively, the "Lease Documents") shall be limited to Landlord’s interest in the RealProperty (including any rent, insurance, sales and condemnation proceeds actually received by Landlord and not subject to any superior rights of any thirdparties) and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager,shareholder, director, officer, principal, employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s obligations underthe Lease Documents or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shall be personally liable for theperformance of Landlord’s obligations under the Lease Documents. In no event shall Landlord be liable for, and Tenant, on behalf of itself and all othersubtenants or occupants of the Premises and their respective agents, contractors, subcontractors, employees, invitees or licensees hereby waives any claim for,any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with the Lease Documents. 4. Tax Status of Beneficial Owner. Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may from timeto time qualify as real estate investment trusts pursuant to Sections 856, et seq. of the Internal Revenue Code and that avoiding (a) the loss of such status, (b)the receipt of any income derived under any provision of the Lease, as amended, that does not constitute “rents from real property” (in the case of real estateinvestment trusts), and (c) the imposition of income, penalty or similar taxes (each an “Adverse Event”) is of material concern to Landlord and suchbeneficial owners. In the event that the Lease, as amended, or any document contemplated hereby could, in the opinion of counsel to Landlord, result in orcause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof for the limited purpose of addressingsuch Adverse Event and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification,provided that Landlord shall, after the receipt of an invoice therefor, reimburse Tenant for its reasonable and actual out-of-pocket attorneys fees incurred inconnection with Tenant's review of such amendment or modification. Any amendment or modification pursuant to this Section 4 shall be structured so thatthe economic results to Landlord and Tenant shall be substantially similar to those set forth in the Lease, as amended, without regard to such amendment ormodification. Without limiting any of Landlord's other rights under this Section 4, Landlord may waive the receipt of any amount payable to Landlordhereunder and such waiver shall constitute an amendment or modification of the Lease, as amended, with respect to such payment. Tenant expresslycovenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, or utilization based inwhole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on afixed percentage or percentages of receipts or sales), and that any such purported sublease or assignment shall be absolutely void and ineffective as aconveyance of any right or interest in the possession, use, occupancy, or utilization of any part of the Premises. 5. Authority. If Tenant is a corporation, trust, limited liability company or partnership, each individual executing this Second Amendment on behalfof Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full rightand authority to execute and deliver this Second Amendment and that each person signing on behalf of Tenant is authorized to do so. 6. No Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connectionwith the negotiation of this Second Amendment other than Tishman Speyer Properties, L.P. (the "Broker"), and that they know of no other real estate brokeror agent who is entitled to a commission in connection with this Second Amendment. Each party agrees to indemnify and defend the other party against andhold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including, without limitation,reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party'sdealings with any real estate broker or agent other than the Broker. The terms of this Section 6 shall survive the expiration or earlier termination of the Lease,as amended. 7. Conflict; No Further Modification. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions ofthis Second Amendment, the terms and conditions of this Second Amendment shall prevail. Except as specifically set forth in this Second Amendment, all ofthe terms and conditions of the Lease shall remain unmodified and in full force and effect. [SIGNATURES FOLLOW ON NEXT PAGE] -3- IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first above written. LANDLORD: 10900 WILSHIRE, L.L.C.,a Delaware limited liability company By: /s/ Paul A. Galiano Its: Senior Managing Director TENANT: CHROMADEX, INC.,a California corporation By: /s/ Kevin Farr Its: Chief Financial Officer By: __________________________________ Its: ________________________________ -4- EXHIBIT A OUTLINE OF STORAGE SPACE The floor plan which follows is intended solely to identify the general location of the Storage Space, and should not be used for any other purpose.All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown. -5- Exhibit 10.53 THIRD AMENDMENT TO LEASE This THIRD AMENDMENT TO LEASE (this "Third Amendment") is made and entered into as of November 9, 2018, by and between 10900WILSHIRE, L.L.C., a Delaware limited liability company ("Landlord"), and CHROMADEX, INC., a California corporation ("Tenant"). R E C I T A L S: A. Landlord and Tenant are parties to that certain Lease, dated July 6, 2017 (the "Office Lease"), as amended by that certain First Amendmentto Lease, dated February 7, 2018 (the "First Amendment"), and that certain Second Amendment to Lease, dated June 30, 2018 (the "Second Amendment")],whereby Landlord leases to Tenant and Tenant leases from Landlord (i) that certain premises (the "Existing Premises"), commonly known as Suite 610 andSuite 650, and located on the sixth (6th) floor of that certain office building located at 10900 Wilshire Boulevard, Los Angeles, California (the "Building"),as more particularly set forth in the Lease, and (ii) that certain storage space, commonly known as PD-9. The Office Lease, First Amendment and SecondAmendment shall collectively be referred to herein as the "Lease". B. Landlord and Tenant now desire (i) to expand the Existing Premises to include that certain space comprised of approximately 3,175 rentablesquare feet of space, commonly known as Suite 600, as depicted on Exhibit A attached hereto (the "Expansion Premises"), and (ii) to otherwise amend theLease, all on the terms and conditions contained herein. A G R E E M E N T: NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows. 1. Capitalized Terms. Each capitalized term when used herein shall have the same respective meaning as is given such term in the Lease, unlessexpressly provided otherwise in this Third Amendment. 2. "As-Is" Condition. Tenant hereby agrees that Tenant is in occupancy of the Existing Premises and shall continue accept the Existing Premises inits currently existing, "as is" condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to theimprovement of the Existing Premises. Additionally, Tenant hereby acknowledges and agrees that, except as set forth in this Section 2, below, Sections 6 and7, below, Tenant shall accept the Expansion Premises in its presently existing, "as-is" condition, and Landlord shall not be obligated to provide or pay forany improvement work or services related to the improvement of the Expansion Premises. Tenant also acknowledges that neither Landlord nor any agent ofLandlord has made any representation or warranty regarding the condition of the Existing Premises, the Expansion Premises, or the Building or with respectto the suitability of any of the foregoing for the conduct of Tenant's business. Notwithstanding the foregoing, Landlord shall deliver possession of theExpansion Premises to Tenant (i) in a broom-clean condition, and free of debris and any personal property and affects from any prior tenants previouslyoccupying the Expansion Premises, and (ii) with all Building Systems (defined below) serving the Expansion Premises in good working order and condition(such condition shall be referred to herein as the "Delivery Condition"). For the purposes of this Third Amendment, "Building Systems" shall mean theplumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment, existing heating, ventilation and air-conditioning systems, and all other mechanical, electrical and communications systems and equipment which are located in the internal core of the Buildingand which serve the Building generally. -1- 3. Expansion of Existing Premises. 3.1 Condition Precedent. Tenant hereby acknowledges that (i) the Expansion Premises are currently occupied by an existing tenant (the"Existing Tenant"), (ii) the Existing Tenant's lease of the Expansion Premises is scheduled to expire on November 30, 2018, and (iii) Landlord's ability todeliver the Expansion Premises to Tenant shall be conditioned upon the Existing Tenant's timely vacation of the Expansion Premises. In connection with theforegoing, Tenant hereby agrees that Landlord shall not be liable for any damage whatsoever, if Landlord does not tender possession of the ExpansionPremises to Tenant on or before any particular date, the Lease shall not be void or voidable thereby, and the Expansion Term (defined in Section 3.2, below)shall not commence until the Expansion Commencement Date (defined in Section 3.2, below). Landlord shall use commercially reasonable efforts to causethe Existing Tenant to vacate the Expansion Premises in a timely manner. Such efforts shall require Landlord to commence legal actions against the ExistingTenant in the event that the Existing Tenant fails to vacate the Expansion Premises on or before November 30, 2018. 3.2 Expansion Commencement Date. Commencing on the date (the "Expansion Commencement Date") that Landlord delivers theExpansion Premises to Tenant in the Delivery Condition, and continuing through the Expiration Date (i.e., October 31, 2021), Tenant shall lease fromLandlord and Landlord shall lease to Tenant the Expansion Premises pursuant to the terms of the Lease, except as amended by this Third Amendment. Theperiod commencing on the Expansion Commencement Date and continuing through, and including the Expiration Date, shall be referred to herein as the"Expansion Term". Effective upon the Expansion Commencement Date, the Existing Premises shall be increased to include the Expansion Premises, whichPremises shall be deemed to consist of 10,116 rentable square feet) and, except as otherwise specifically provided in this Third Amendment, all references inthe Lease and this Third Amendment to the term "Premises" shall include the Existing Premises and the Expansion Premises. Landlord and Tenant herebyacknowledge and agree that the Expansion Premises shall be deemed to contain the rentable square feet set forth in Recital B above (and shall not be subjectto re-measurement or modification during the Expansion Term). Landlord shall use commercially reasonable efforts to deliver the Expansion Premises toTenant by December 1, 2018. 4. Fixed Rent. 4.1 Existing Premises. Tenant shall continue to pay Fixed Rent attributable to the Existing Premises in accordance with the terms of theLease. 4.2 Expansion Premises. (a) In General. Notwithstanding any provision to the contrary set forth in the Lease, commencing as of the ExpansionCommencement Date and continuing throughout the Expansion Term, Tenant shall pay to Landlord monthly installments of Fixed Rent for the ExpansionPremises in the amounts set forth in the schedule below, but otherwise in accordance with the terms and conditions of the Lease. Months During Expansion TermFixed Rent Per AnnumFixed Rent Per MonthApproximate Monthly Fixed RentPer Rentable Square Foot* 1-12 $169,545.00 $14,128.75 $4.45 13-24 $175,479.07 $14,623.26 $4.61 25-Expiration Date $181,620.83 $15,135.07 $4.77 *The calculations of the Monthly Fixed Rent Per Rentable Square Foot set forth above are approximate calculations based on a 3.5%increase per annum, rounded to the nearest one-hundredth. These approximations are provided for convenience only and the Fixed Rent Per Month amountscontrol. -2- Concurrently with its execution and delivery of this Third Amendment, Tenant shall deliver an amount equal to $14,128.75, as payment of theFixed Rent payable for the Expansion Premises for the fifth (5th) full calendar month of the Expansion Term. (b) Abated Fixed Rent. Notwithstanding the terms of Section 4.2(a), above, Tenant shall be entitled to a full abatement of FixedRent otherwise due for the Expansion Premises during the initial four (4) calendar months of the Expansion Term for a period of four and one half months(such period shall be referred to herein as the "Fixed Rent Abatement Period"). Landlord and Tenant acknowledge that Tenant's right (the "Fixed RentAbatement Right") to receive Fixed Rent abatement, as set forth above, during the Fixed Rent Abatement Period has been granted to Tenant as additionalconsideration for Tenant's agreement to enter into this Third Amendment and comply with the terms and conditions otherwise required under the Lease, asamended. Nothing contained in this Section 4.2(b) shall be construed as relieving Tenant of its obligation to pay Tenant's Operating Payment and Tenant'sTax Payment, and any and all parking costs and taxes in connection with the Expansion Passes (defined in Section 9, below) payable under Section 9 below,during the Expansion Premises Abatement Period. Landlord and Tenant acknowledge that the terms and provisions of this Section 4.2(a) shall pertain toTenant's lease of the Expansion Premises under this Third Amendment only, and shall not affect or in any way modify any Rent payable by Tenant under theLease, as amended, with respect to the Existing Premises. 5. Operating Expenses and Taxes. 5.1 Existing Premises. Tenant shall continue to pay to Landlord Tenant's Proportionate Share of Operating Expenses and Taxes withrespect to the Existing Premises in accordance with the terms and conditions set forth in the Lease. 5.2 Expansion Premises. Notwithstanding any provision to the contrary contained in the Lease, with respect to the period of the Termoccurring from and after the Expansion Commencement Date, Tenant shall pay to Landlord Tenant's Proportionate Share of Operating Expenses and Taxeswith respect to the Expansion Premises on the terms and conditions set forth in the Lease, provided, however, that effective as of the ExpansionCommencement Date, with respect to the Expansion Premises only, the following shall apply: (i) the Base Year shall be the calendar year 2019, and(ii) Tenant's Proportionate Share of Operating Expenses and Taxes with respect to the Expansion Premises shall equal 1.338%. 6. Improvements; Landlord Work. 6.1 Allowance. Notwithstanding any provision to the contrary contained herein, Tenant shall be entitled to a one-time tenant improvementallowance (the "Allowance") in an aggregate amount equal to $63,500.00 (i.e., $20.00 per rentable square foot of the Premises), for the costs relating to theinitial design and construction of Tenant's improvements that are permanently affixed to the Expansion Premises (the "Improvements"). In no event shallLandlord be obligated to make disbursements from the Allowance prior to the Expansion Commencement Date, nor for costs which are unrelated to theImprovements or in a total amount which exceeds the Allowance. Except as otherwise provided in this Section 6.1, Tenant shall perform the Improvements atits sole cost and expense and in accordance with the terms of Article 5 of the Office Lease. Any portion of the Allowance not used by Tenant in accordancewith the terms of this Section 6.1 on or before the first anniversary of the Expansion Commencement Date, shall automatically revert to Landlord, and Tenantshall have no further rights with respect thereto. 6.2 Disbursement of Allowance. During the construction of the Improvements, Tenant may request, and Landlord shall make monthlydisbursements of the Allowance for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows: (a) Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of theImprovements (the "Submittal Date") (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of thecontractor retained to construct the Improvements, approved by Tenant, (ii) executed mechanic's lien releases, which lien releases shall be conditional withrespect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, which shallcomply with the applicable provisions of California Civil Code Sections 8132, 8134, 8136 and 8138 and (iii) all applicable invoices related to the paymentand disbursement request from all general contractors, subcontractors, laborers, materialmen, and suppliers used by Tenant for labor rendered and materialsdelivered to the Expansion Premises in connection with Improvements. Tenant's request for payment shall be deemed Tenant's acceptance and approval (asbetween Tenant and Landlord only) of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the dateoccurring not more than thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii),above, Landlord shall deliver a check to Tenant in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 6.2(a), above,up to an aggregate total of ninety percent (90%) of the Allowance (the remaining ten percent (10%) of the Allowance shall be the "Final Retention"), and (B)the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that Landlord does not unreasonably disputeany request for payment due to any substandard work. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of thework furnished or materials supplied as set forth in Tenant's payment request. -3- (b) Final Retention. Subject to the provisions of this Section 6.2, a check for the Final Retention payable to Tenant shall bedelivered by Landlord to Tenant following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord properlyexecuted unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 fromTenant's contractor or subcontractors and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord hasdetermined that no substandard work exists that adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safetyor other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such othertenant's leased premises in the Building, and (iii) Tenant delivers to Landlord a certificate from Tenant's architect certifying that the construction of theImprovements has been completed. 7. Landlord Work. Except as specifically set forth in Sections 2, and 6 above, along with this Section 7, Landlord shall not be obligated to provideor pay for any improvement work or services related to the improvement of the Expansion Premises. Notwithstanding the foregoing, Landlord shall, atLandlord sole cost and expense, using Building standard methods, materials, and finishes (i) repair or replace, as reasonably deemed necessary by Landlordand Tenant, any cracked, chipped exterior film glazing on all exterior windows of the Expansion Premises; (ii) repair or replace, as reasonably deemednecessary by Landlord and Tenant, the aluminum window mullions on the exterior windows of the Expansion Premises, and (iii) install Building standardwindow coverings, wherein such window covering specification is Mecho Shade Black/Brown 6000 series with a 3% perforation in the Expansion Premises(the foregoing items (i), (ii) and (iii) shall be known collectively as the “Landlord Work”). Landlord shall perform the Landlord Work concurrently withTenant's performance of the Improvements, and in connection therewith Landlord and Tenant shall cooperate with one another. Landlord herebyacknowledges that Tenant shall have the right, but not the obligation, to occupy the Expansion Premises during the performance of the Landlord Work.Notwithstanding the foregoing, Tenant agrees that it shall reasonably cooperate with Landlord in connection with the scheduling and performance of theLandlord Work, and that Landlord shall be permitted to perform the Landlord Work during normal business hours (without the payment of overtime or otherpremiums to complete such work), and Tenant shall provide a clear working area for the Landlord Work (including, but not limited to, the moving offurniture, fixtures and Tenant’s property away from the area in which Landlord is conducting the Landlord Work). Tenant hereby agrees that the performanceof the Landlord Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent or damages of any kind.Furthermore, in no event shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the ExpansionPremises or of Tenant’s personal property or improvements resulting from the Landlord Work or Landlord’s actions in connection with the Landlord Work, orfor any inconvenience or annoyance occasioned by the Landlord Work or Landlord’s actions in connection with the Landlord Work, provided that theforegoing shall not limit Landlord's liability, if any, pursuant to applicable law for personal injury and property damage to the extent caused by the grossnegligence or willful misconduct of Landlord, its agents, employees or contractors. -4- 8. Letter of Credit. 8.1 Form of Letter of Credit; Letter of Credit Amount. On or before the date (the "Letter of Credit Delivery Date") that is fifteen (15)days following the execution and delivery of this Third Amendment by Landlord and Tenant, Tenant shall deliver to Landlord, as protection for the full andfaithful performance by Tenant of all of its obligations under the Lease, as amended, and for all losses and damages Landlord may suffer as a result of anybreach or default by Tenant under the Lease, as amended, an irrevocable and unconditional negotiable standby letter of credit (the "Letter of Credit"), in theform attached hereto as Exhibit B, or another form, which shall be subject to Landlord's reasonable approval, and containing the terms required herein,payable in the City of Los Angeles, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of Aor higher (by Standard Poor's) or a long term rating of A2 or higher (by Moody's), under the supervision of the Superintendent of Banks of the State ofCalifornia, or a national banking association, in the amount of $152,077.19 (the "Letter of Credit Amount"). The Letter of Credit shall (i) be "callable" atsight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period from the Expansion CommencementDate and continuing until the date (the "LC Expiration Date") that is sixty (60) days after the Expiration Date (as the same may be extended), and Tenantshall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least ninety (90) days prior to the expiration of the Letter of Creditthen held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permitpartial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices 1998, International Chamber ofCommerce Publication No. 590. The form and terms of the Letter of Credit and the bank issuing the same (the "Bank") shall be reasonably acceptable toLandlord, in Landlord's reasonable discretion. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount ofthe Letter of Credit if any of the following shall have occurred or be applicable: (1) such amount is due to Landlord under the terms and conditions of theLease, as amended,, or (2) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, "BankruptcyCode"), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has notified Landlord that the Letter ofCredit will not be renewed or extended through the LC Expiration Date or (5) the long term rating of the Bank has been downgraded to BBB or lower (byStandard & Poor's) or Baa2 or lower (by Moody's) and Tenant has failed to deliver a new Letter of Credit from a bank with a long term rating of A or higher(by Standard & Poor's) or A2 or higher (by Moody's) and otherwise meeting the requirements set forth in this Section 8 within thirty (30) days followingnotice from Landlord. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord's right to draw upon the Letter ofCredit. 8.2 Transfer of Letter of Credit by Landlord. The Letter of Credit shall also provide that Landlord, its successors and assigns, may, at anytime and without notice to Tenant and without first obtaining Tenant's consent thereto, transfer (one or more times) all or any portion of its interest in and tothe Letter of Credit to another party, person or entity, regardless of whether or not such transfer is separate from or as a part of the assignment by Landlord ofits rights and interests in and to the Lease, as amended. In the event of a transfer of Landlord's interest in the Building, Landlord shall transfer the Letter ofCredit, in whole or in part, to the transferee and thereupon Landlord, without any further agreement between the parties, shall be released by Tenant from allliability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to anew landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant's sole cost and expense, execute and submit tothe Bank such applications, documents and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Bank'stransfer and processing fees in connection therewith. -5- 8.3 Maintenance of Letter of Credit by Tenant. If, as a result of any drawing by Landlord on the Letter of Credit, the amount of the Letterof Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) days thereafter, provide Landlord with additional letter(s) of credit in anamount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Section 8, and if Tenant fails tocomply with the foregoing, notwithstanding anything to the contrary contained in Section 15.1 of the Office Lease, the same shall constitute an incurableEvent of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and thatneither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Landlord will accept a renewal thereof(such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than ninety (90) days prior to the expiration of the Letter ofCredit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiringLetter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if the Letter of Credit is not timely renewed, or if Tenantfails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section 8, Landlord shall have the right to present theLetter of Credit to the Bank in accordance with the terms of this Section 8, and the proceeds of the Letter of Credit may be applied by Landlord against anyRent payable by Tenant under the Lease, as amended, that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or thatLandlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under the Lease, as amended. Any unused proceeds shallconstitute the property of Landlord and need not be segregated from Landlord's other assets. Landlord agrees to pay to Tenant within thirty (30) days after theLC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied against any Rent payable by Tenant under theLease, as amended, that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord thatit will suffer) as a result of any breach or default by Tenant under the Lease, as amended; provided, however, that if prior to the LC Expiration Date avoluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant's creditors, under the Bankruptcy Code, thenLandlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating topayments under the Lease, as amended, have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has beendismissed. 8.4 Landlord's Right to Draw Upon Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this ThirdAmendment in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any breach or default on the part ofTenant under the Lease, as amended. If Tenant shall breach any provision of the Lease, as amended, or otherwise be in default hereunder, Landlord may, butwithout obligation to do so, and without notice to Tenant, draw upon the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and/orto compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting fromTenant's breach or default. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord fromexercising any other right or remedy provided by the Lease, as amended, or by any applicable law, it being intended that Landlord shall not first be requiredto proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees notto interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a "draw" by Landlord of any portion ofthe Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord's right to draw upon the Letter of Credit. Nocondition or term of the Lease, as amended, shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing tohonor a drawing upon such Letter of Credit in a timely manner. Tenant agrees and acknowledges that (a) the Letter of Credit constitutes a separate andindependent contract between Landlord and the Bank, (b) Tenant is not a third party beneficiary of such contract, (c) Tenant has no property interestwhatsoever in the Letter of Credit or the proceeds thereof, and (d) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neitherTenant, any trustee, nor Tenant's bankruptcy estate shall have any right to restrict or limit Landlord's claim and/or rights to the Letter of Credit and/or theproceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise. -6- 8.5 Letter of Credit Not a Security Deposit. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letterof Credit or any renewal thereof or any proceeds thereof be (i) deemed to be or treated as a "security deposit" within the meaning of California Civil CodeSection 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a "security deposit" within the meaning of such Section 1950.7.The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, rulesand regulations applicable to security deposits in the commercial context ("Security Deposit Laws") shall have no applicability or relevancy thereto and (B)waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. 8.6 Reduction in Letter of Credit Amount. To the extent that (i) Tenant is not in material non-monetary or monetary default under theLease, as amended, as of the Reduction Date (defined below), (ii) has not been in material non-monetary or monetary default, beyond all cure periods, asprovided for under the terms of the Lease, as amended, during the twelve (12) month period prior to the Reduction Date, and (iii) Tenant has achieved anEBITDA margin of 15% in any consecutive twelve (12) month period during the Expansion Term, then the Letter of Credit Amount shall be reduced by fiftypercent (50%) on the first day following the expiration of any such twelve (12) month period (the "Reduction Date"). To the extent that Tenant has satisfiedthe terms of the foregoing items (i) through (iii), then Tenant shall have the right to reduce the Letter of Credit Amount as set forth above via the delivery toLandlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord) modifying the Letter of CreditAmount to the amount then required under this Section 8.6, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section8) in the total Letter of Credit Amount then required under this Section 8.6. 9. Parking. Notwithstanding any provision to the contrary contained in the Lease, in addition to the parking rights granted to Tenant in the Lease,in connection with Tenant's lease of the Expansion Premises, Tenant shall have the right, but not obligation, to rent from Landlord up to ten (10) additionalunreserved parking passes (the "Expansion Passes") on a monthly basis throughout the Expansion Term, which parking passes shall pertain to the BuildingParking Facility. Tenant shall have the right to convert up to two (2) of the Expansion Passes allocated to Tenant to two (2) reserved parking passes, whichreserved parking passes shall be located on the PA or PB level of the Building Parking Facility. The exact location of the reserved parking passes on the PAor PB level of the Building Parking Facility shall be mutually determined by Landlord and Tenant. Tenant shall pay to Landlord, on a monthly basis, theprevailing rate (the "Parking Charge") charged for such Expansion Passes, provided, however, that Tenant shall have no obligation to pay a Parking Chargefor the Expansion Passes allocated to Tenant during the initial two (2) full calendar months of the Expansion Term. Notwithstanding the foregoing, duringthe initial twelve (12) months of the Expansion Term only, the Parking Charges for the Expansion Passes only shall be fixed, without increase, (A) at $210.72per unreserved parking pass per month, and (B) at $316.16 per reserved parking space per month (the foregoing rates are inclusive of taxes). Commencing onthe first day of the thirteenth (13th) month of the Expansion Term and continuing annually thereafter, the Parking Charge for the Expansion Passes shall notincrease by more than three percent (3%) per twelve (12) month period thereafter, on a cumulative, compounding basis, over the Parking Charge for suchparking passes in effect during the prior twelve (12) month period. Except as otherwise provided in this Section 9, Tenant's rights and obligations withrespect to the Expansion Passes shall be subject to the terms of Article 28 of the Office Lease. 10. Signage. Tenant's identifying signage to the Expansion Premises shall be provided by Landlord, at Landlord's cost, and such signage shall becomparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord's then-current Building standard signageprogram. -7- 11. Required Disclosures Related to Accessibility Standards. For purposes of Section 1938(a) of the California Civil Code, Landlord herebydiscloses to Tenant, and Tenant hereby acknowledges, that the Expansion Premises have not undergone inspection by a person certified as a Certified AccessSpecialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified AccessSpecialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-relatedaccessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner orlessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lesseeor tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, thepayment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standardswithin the premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to requestand obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASpinspection with respect to the Expansion Premises, the Building and/or the Real Property to the extent permitted by applicable Requirements now orhereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable Requirements now or hereafter in effect,then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of theforegoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a writtennotice delivered by Tenant to Landlord within thirty (30) days after the Commencement Date; (B) any CASp inspection timely requested by Tenant shall beconducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day, (2) only after ten (10) days' prior written notice to Landlord of the date ofsuch CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Expansion Premises,the Building or the Real Property in any way, (4) in accordance with all of the provisions of this Lease applicable to Tenant contracts for construction, and (5)at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports and/orcertificates prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses inconnection therewith; (C) Landlord shall be an express third party beneficiary of Tenant's contract with the CASp, and any CASp Reports shall be addressedto both Landlord and Tenant; (D) Tenant shall deliver a copy of any CASp Reports to Landlord within two (2) Business Days after Tenant's receipt thereof;(E) any information generated by the CASp inspection and/or contained in the CASp Reports shall not be disclosed by Tenant to anyone other than (I)contractors, subcontractors and/or consultants of Tenant, in each instance who have a need to know such information and who agree in writing not to furtherdisclose such information, or (II) any governmental entity, agency or other person, in each instance to whom disclosure is required by applicableRequirements or by regulatory or judicial process; (F) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations,modifications and/or repairs to or within the Expansion Premises to correct violations of construction-related accessibility standards, including, withoutlimitation, any violations disclosed by such CASp inspection; and (G) if such CASp inspection identifies any improvements, alterations, modificationsand/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and/or the Real Propertylocated outside the Expansion Premises, then Tenant shall be responsible for performing any such improvements, alterations, modifications and/or repairs asand to the extent required by applicable Requirements to the extent provided Section 8.1(a) of the Office Lease and Landlord shall be responsible forperforming any such improvements, alterations, modifications and/or repairs as and to the extent required by applicable Requirements to the extent providedin Section 8.1(c) of the Office Lease. 12. Limitation on Liability. The liability of Landlord for Landlord’s obligations under the Lease, as amended, and any other documents executedby Landlord and Tenant in connection with the Lease, as amended (collectively, the "Lease Documents") shall be limited to Landlord’s interest in the RealProperty (including any rent, insurance, sales and condemnation proceeds actually received by Landlord and not subject to any superior rights of any thirdparties) and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager,shareholder, director, officer, principal, employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s obligations underthe Lease Documents or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shall be personally liable for theperformance of Landlord’s obligations under the Lease Documents. In no event shall Landlord be liable for, and Tenant, on behalf of itself and all othersubtenants or occupants of the Premises and their respective agents, contractors, subcontractors, employees, invitees or licensees hereby waives any claim for,any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with the Lease Documents. -8- 13. Tax Status of Beneficial Owner. Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may fromtime to time qualify as real estate investment trusts pursuant to Sections 856, et seq. of the Internal Revenue Code and that avoiding (a) the loss of suchstatus, (b) the receipt of any income derived under any provision of the Lease, as amended, that does not constitute “rents from real property” (in the case ofreal estate investment trusts), and (c) the imposition of income, penalty or similar taxes (each an “Adverse Event”) is of material concern to Landlord andsuch beneficial owners. In the event that the Lease, as amended, or any document contemplated hereby could, in the opinion of counsel to Landlord, result inor cause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof for the limited purpose ofaddressing such Adverse Event and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment ormodification, provided that Landlord shall, after the receipt of an invoice therefor, reimburse Tenant for its reasonable and actual out-of-pocket attorneys feesincurred in connection with Tenant's review of such amendment or modification. Any amendment or modification pursuant to this Section 13 shall bestructured so that the economic results to Landlord and Tenant shall be substantially similar to those set forth in the Lease, as amended, without regard tosuch amendment or modification. Without limiting any of Landlord's other rights under this Section 13, Landlord may waive the receipt of any amountpayable to Landlord hereunder and such waiver shall constitute an amendment or modification of the Lease, as amended, with respect to such payment.Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, orutilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized (other than anamount based on a fixed percentage or percentages of receipts or sales), and that any such purported sublease or assignment shall be absolutely void andineffective as a conveyance of any right or interest in the possession, use, occupancy, or utilization of any part of the Premises. 14. Authority. If Tenant is a corporation, trust, limited liability company or partnership, each individual executing this Third Amendment on behalfof Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full rightand authority to execute and deliver this Third Amendment and that each person signing on behalf of Tenant is authorized to do so. 15. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connectionwith the negotiation of this Third Amendment other than Tishman Speyer Properties, L.P. and Cushman & Wakefield U.S., Inc., (collectively, the "Brokers"),and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Third Amendment. Each party agrees toindemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments,costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged tobe owing on account of the indemnifying party's dealings with any real estate broker or agent other than the Brokers. The terms of this Section 15 shallsurvive the expiration or earlier termination of the Lease, as amended. 16. Conflict; No Further Modification. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions ofthis Third Amendment, the terms and conditions of this Third Amendment shall prevail. Except as specifically set forth in this Third Amendment, all of theterms and conditions of the Lease shall remain unmodified and in full force and effect. [signatures appear on following page] -9- IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first above written. LANDLORD: 10900 WILSHIRE, L.L.C.,a Delaware limited liability company By: /s/ Paul A. Galiano Its: Senior Managing Director TENANT: CHROMADEX, INC.,a California corporation By: /s/ Robert Fried Its: President & CEO By: /s/ Kevin Farr Its: CFO -10- EXHIBIT A OUTLINE OF EXPANSION PREMISES The floor plan which follows is intended solely to identify the general location of the Expansion Premises, and should not be used for any otherpurpose. All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown. A-1 EXHIBIT B FORM OF LETTER OF CREDIT [LETTERHEAD OF ISSUER OF LETTER OF CREDIT] (ISSUE DATE)=======================================IRREVOCABLE STANDBY LETTER OF CREDIT=======================================BENEFICIARY:APPLICANT:COMPLETE NAMESTREET ADDRESSCOMPLETE NAMESTREET ADDRESSLETTER OF CREDIT NO: EXPIRY DATE: AT:ISSUING BANK’S GLOBAL DOCUMENTARY SERVICES COUNTERS LOCATED AT ADDRESSINDICATED ABOVE, EXCEPT AS PROVIDED HEREIN. AMOUNT:NOT EXCEEDING US$ ( AND NO/100 U.S. DOLLARS) BY ORDER OF OUR CLIENT, _________________ (THE “APPLICANT”), WE HEREBY ESTABLISH THIS IRREVOCABLE STANDBY LETTER OFCREDIT NO. ___________ IN YOUR FAVOR FOR AN AMOUNT UP TO BUT NOT EXCEEDING THE AGGREGATE SUM OF ______________________AND NO/100 U.S. DOLLARS ($____________) (THE “LETTER OF CREDIT AMOUNT”), EFFECTIVE IMMEDIATELY, AND EXPIRING ON THE CLOSEOF BUSINESS AT OUR OFFICE AT THE ADDRESS SET FORTH ABOVE ON (INITIAL EXPIRY DATE) UNLESS RENEWED AS HEREINAFTERPROVIDED. FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU ON OR PRIOR TO THE EXPIRY DATE AGAINST PRESENTATION BY YOU OFYOUR SIGHT DRAFT(S) DRAWN ON __________________ IN THE FORM OF ANNEX 1 HERETO, AND ACCOMPANIED BY THE FOLLOWINGDOCUMENTS: 1) A STATEMENT COMPLETED AND SIGNED BY ONE OF YOUR OFFICERS CERTIFYING AS FOLLOWS: “BENEFICIARY IS ENTITLED TO DRAW UNDER THE LETTER OF CREDIT IN THE AMOUNT DEMANDED PURSUANT TO THE TERMS OF THATCERTAIN LEASE AGREEMENT DATED ____________, BETWEEN ___________________________________, AS THE LANDLORD, AND______________________________________________, AS THE TENANT.” 2) THE ORIGINAL OF THIS LETTER OF CREDIT. SUCH PAYMENT DOCUMENTS, NOTICES AND COMMUNICATIONS MUST BE SENT EITHER (BUT NOT BOTH) BY: (A) COURIER OR FIRST CLASSUNITED STATES MAIL TO ______________________________________, ATTN: STANDBY LETTERS OF CREDIT, OR (B) FACSIMILE TOFACSIMILE NUMBER ____________, ATTN: STANDBY LETTERS OF CREDIT PROVIDED, HOWEVER, THAT SUCH ADDRESS AND FACSIMILENUMBER MAY BE B-1 AMENDED BY US UPON THE PROVISION OF WRITTEN NOTICE OF SUCH AMENDMENT TO YOU. THE BENEFICIARY SHALL USECOMMERCIALLY REASONABLE EFFORTS TO GIVE TELEPHONIC NOTIFICATION OF A DEMAND FOR PAYMENT AT EITHER ____________ OR________________. YOU MAY PRESENT TO US ONE OR MORE DRAWINGS FROM TIME TO TIME PRIOR TO THE EXPIRY DATE IN AN AGGREGATE AMOUNT NOTTO EXCEED THE LETTER OF CREDIT AMOUNT THEN IN EFFECT (IT BEING UNDERSTOOD THAT THE HONORING BY US OF EACH DRAWINGREQUEST SHALL REDUCE THE LETTER OF CREDIT AMOUNT THEN IN EFFECT.) THIS LETTER OF CREDIT INITIALLY EXPIRES ON (INITIAL EXPIRY DATE).IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE CONSIDERED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FORONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE UNLESS WE NOTIFY YOU IN WRITING BY COURIER AT LEAST SIXTY (60)DAYS PRIOR TO ANY SUCH EXPIRATION DATE THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED. IN THE EVENT THAT WE ELECT NOTTO EXTEND THE LETTER OF CREDIT, YOU MAY IMMEDIATELY DRAW DOWN ON THE FULL AMOUNT OF THE LETTER OF CREDIT BYPRESENTATION OF YOUR DRAWING REQUEST. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, THIS LETTER OF CREDIT WILL NOT BEEXTENDED BEYOND (FINAL EXPIRY). THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING AND SUCH UNDERTAKING SHALL NOT IN ANY WAY BEMODIFIED, AMENDED OR AMPLIFIED BY REFERENCE TO ANY DOCUMENT OR INSTRUMENT REFERRED TO HEREIN OR IN WHICH THISLETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS LETTER OF CREDIT RELATES, AND NO SUCH REFERENCE SHALL BE DEEMED TOINCORPORATE HEREIN BY REFERENCE ANY DOCUMENT OR INSTRUMENT. THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) UPON THE TERMS SET FORTH HEREIN. WE HEREBY AGREETO TRANSFER THIS CREDIT UPON PRESENTATION TO US OF THE ORIGINAL CREDIT (AND ANY AMENDMENTS HERETO) AND THEBENEFICIARY'S WRITTEN REQUEST FOR TRANSFER IN THE FORM OF ANNEX II ATTACHED HERETO AND INCORPORATED BY REFERENCE.ALL CHARGES IN CONNECTION WITH ANY TRANSFER OF THIS LETTER OF CREDIT ARE FOR THE APPLICANT'S ACCOUNT. ANY SUCHTRANSFER MAY BE MADE BY BENEFICIARY AT ANY TIME AND WITHOUT NOTICE TO APPLICANT AND WITHOUT FIRST OBTAININGAPPLICANT'S CONSENT THERETO. WE HEREBY AGREE WITH BENEFICIARY OF DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS CREDIT THAT SUCHDRAFTS WILL BE DULY HONORED UPON PRESENTATION TO US. THE OBLIGATION OF _____________________ UNDER THIS LETTER OFCREDIT IS THE INDIVIDUAL OBLIGATION OF ____________________ AND IS IN NO WAY CONTINGENT UPON REIMBURSEMENT WITHRESPECT THERETO. DRAFTS DRAWN UNDER THIS CREDIT MUST BEAR THE CLAUSE: “DRAWN UNDER _____________________ IRREVOCABLE STANDBYLETTER OF CREDIT NUMBER //SAMPLE//.” B-2 ISSUER SHALL NOT BE LIABLE FOR ANY DELAY, NON-RETURN OF DOCUMENTS, NON-PAYMENT, OR OTHER ACTION OR INACTIONCOMPELLED BY A JUDICIAL ORDER OR BY ANY LAW OR REGULATION APPLICABLE TO ISSUER. TO THE EXTENT NOT INCONSISTENT WITH THE EXPRESS TERMS HEREOF, THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONALSTANDBY PRACTICES (ISP98), THE INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.OREXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS CREDIT IS SUBJECT TO "THE UNIFORM CUSTOMS AND PRACTICE FORDOCUMENTARY CREDITS" (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600. (DRAFT)___________________________________________STANDBY LETTERS OF CREDIT APPROVED: XAUTHORIZED SIGNATURE, APPLICANTAS AUTHORIZATION TO ISSUE IN THIS FORM B-3 ANNEX I (SAMPLE OF SIGHT DRAFT TO BE TYPED ON BENEFICIARY’S LETTERHEAD PAPER) SIGHT DRAFT DATE: __________ CITY, STATE: _____________________ DRAWEE: ___________________________ AT SIGHT OF THIS SOLE OF EXCHANGE PAY TO THE ORDER OF: __________________________________________________________(BENEFICIARY NAME) US$_________________ (AMOUNT IN NUMERALS)(AMOUNT IN WORDS) “DRAWN UNDER ______________________________, IRREVOCABLE STANDBY LETTER OF CREDIT NO. _____________________ (ISSUEDATE).”. (BENEFICIARY NAME) __________________________AUTHORIZED SIGNATURE B-4 (THE REVERSE SIDE OF THIS DRAFT MUST BE ENDORSED BY THE BENEFICIARY) TRANSFER OF LETTER OF CREDIT IN ITS ENTIRETYANNEX II TO STANDBY LETTER OF CREDIT NO. XXXXXXXXX TO: FROM: Re:Letter of Credit No. Issued by: We, the undersigned beneficiary, hereby authorize and direct you to transfer irrevocably the referenced letter of credit in its entiretyTo: Whose Address is: (Herein called the "transferee") with no changes in terms and conditions of the Letterof Credit. We are returning the original instrument, including original amendments, if any, to you herewith in order that you may deliver it to the transferee togetherwith your customary Letter of Transfer. Any amendments to the Letter of Credit that you may issue or receive are to be advised by you directly to the transferee, and the documents (including draftsif required under the Credit) of the transferee are to be processed by you (or any intermediary) without our intervention and without any further responsibilityon your part to us. Issuer shall not be liable for any delay, non-return of documents, non-payment or other action or inaction compelled by a Judicial order or by any law orregulation applicable to issuer. **The signature of the beneficiary with title as stated conforms with that on file with us and is authorized for the execution of such instruction. (Name of Bank) (Name of Beneficiary) By: (Address of Bank) (Authorized Signature)By: (Authorized Signature) (Title) (Title) (Telephone Number) Date: (Telephone Number) Date: B-5 Exhibit 10.58CHROMADEX CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT for LISA BRATKOVICH This Executive Employment Agreement (this “Agreement”) is entered into as of June 1, 2018 (the “Effective Date”), by and between LisaBratkovich (“Executive”) and ChromaDex Corporation, a Delaware corporation (the “Company”). 1. Employment by the Company. 1.1 Position. Commencing on the Effective Date, Executive shall serve as the Company’s Chief Marketing Officer, reporting to theCompany’s President and Chief Operating Officer. During the term of Executive’s employment with the Company and except as provided in Section 6.1,Executive will devote Executive’s commercially reasonable efforts and substantially all of Executive’s business time and attention to the business of theCompany, except for approved paid time off and reasonable periods of illness or other incapacities permitted by the Company’s general employment policiesand applicable law. 1.2 Duties and Location. Executive shall perform such duties as are customarily associated with the position of Chief Marketing Officerand such other duties, commensurate with her position, as are assigned to Executive by the President and Chief Operating Officer, or the Company’s Board ofDirectors (the “Board”). Executive’s primary office location shall be in the Los Angeles, California area. The Company reserves the right to reasonablyrequire Executive to perform Executive’s duties at the Company’s offices in Irvine, California as required for the performance of her duties and for businessmeetings with Company employees or representatives of third parties, and to require reasonable business travel. 1.3 Policies and Procedures. The employment relationship between the parties shall be governed by the general employment policiesand practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies orpractices, this Agreement shall control. 2. Compensation. 2.1 Base Salary. Executive will receive an initial base salary at the annual rate of $350,000, less standard payroll deductions andwithholdings and payable in accordance with the Company’s regular payroll schedule. The base salary may be increased from time to time. The base salarymay not be decreased, other than a decrease of less than ten percent (10%) of Executive’s highest base salary pursuant to a salary reduction programapplicable generally to the Company’s senior executives. The initial base salary, as increased or decreased, shall be referred to as “Base Salary.” 2.2 Annual Bonus for 2018. In addition to base salary, for 2018, Executive will paid any bonus amounts on an annual basis after the close ofthe fiscal year (December 31) and after approval by the Compensation Committee of the Board of Directors (“Compensation Committee”) based on the level ofachievement of Sales Metrics listed below. The bonus schedule is based on three tiers as follows: o20% of earned salary in 2018 when achieving $20M in sales of TRU NIAGEN® in calendar 2018oAn additional 25% of earned salary in 2018 when achieving $23M in sales of TRU NIAGEN® in calendar 2018oAn additional 25 % of earned salary in 2018 when achieving $30M in sales of TRU NIAGEN® in calendar 2018 -1- 2.3 Annual Bonus. In addition to base salary, beginning in 2019, Executive will be eligible to earn discretionary annual incentivecompensation (the “Performance Bonus”), calculated and paid commensurate with other executive officers of the Company, subject to the approval of theCompensation Committee. The Performance Bonus, if earned, will be paid on an annual basis, less standard payroll deductions and withholdings, after theclose of the fiscal year and after determination by the Board (or the Compensation Committee thereof), but not later than March 15 of the following calendaryear. No Performance Bonus amount is guaranteed and, in addition to the other conditions for earning such Performance Bonus, Executive must remain anemployee in good standing of the Company on the scheduled annual Performance Bonus payment date in order to earn any Performance Bonus, except asotherwise provided herein. 2.4 Stock Options. Subject to the approval of the Board, the Company will grant Executive options (pursuant to the terms of theCompany’s 2017 Equity Incentive Plan, as amended (the “Plan”), and applicable law) (the “Options”) to purchase 200,000 shares of the Company’s commonstock for an exercise price equal to the fair market value on the date of the grant. One-third of the shares subject to the Option shall vest on the one yearanniversary of the vesting commencement date of the Option, and the remaining shares subject to the Option shall vest in a series of 24 equal monthlyinstallments thereafter, subject to Executive’s Continuous Service (as defined in the Plan) on each such vesting date. Notwithstanding anything to thecontrary set forth in the Plan or any award agreement, if the Company consummates a Change in Control (as that term is defined in the Plan) and subject to (i)Executive’s Continuous Service through the date of the consummation of the Change in Control or (ii) termination of the Executive’s Continuous Service bythe Company without Cause or by the Executive for Good Reason within 90 days prior to the consummation of a Change in Control, Executive shall vestimmediately prior to such Change in Control as to 100% of her otherwise unvested time-based equity awards (the “Single Trigger Acceleration”), provided,however, that in exchange for the Single Trigger Acceleration, the Company may require Executive to execute and deliver to the Company a signed anddated general release of all known and unknown claims in substantially the form attached hereto as Exhibit A (the “Release”) within the applicable deadlineset forth therein. The Company will register the shares subject to the Option on a Registration Statement on Form S-8 as soon as reasonably practicable afterthe Effective Date. 2.5 Additional Stock Options. Any additional stock options, stock grants, stock units or equivalents to be granted to you will becalculated and issued commensurate with other executive officers of the Company, subject to the approval of the Compensation Committee. 3. Standard Company Benefits; Personal Time Off (PTO). Executive shall, in accordance with Company policy and the terms and conditions ofthe applicable Company benefit plan documents, be eligible to participate in the benefit and fringe benefit programs provided by the Company to its seniorexecutive officers from time to time. Any such benefits shall be subject to the terms and conditions of the governing benefit plans and policies and may bechanged by the Company in its discretion. Executive shall receive such number of annual PTO days as does the other executive officers of the Company. 4. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtheranceor in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect fromtime to time. 5. Proprietary Information Obligations. 5.1 Proprietary Information Agreement. As a condition of employment, and in consideration for the benefits provided for in thisAgreement, Executive shall sign and comply with the Company’s Employee Confidential Information and Invention Assignment Agreement (the“Proprietary Information Agreement”) attached hereto as Exhibit B. In addition, Executive agrees to abide by the Company’s internally publishedpolicies and procedures, as may be modified and internally published from time to time within the Company’s discretion. -2- 5.2 Third-Party Agreements and Information. Executive represents and warrants that Executive’s employment by the Company doesnot conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s dutiesto the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arisingout of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company,except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’sduties only information that is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge inthe industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for theCompany. 6. Outside Activities and Non-Competition During Employment. 6.1 Outside Activities. Throughout Executive’s employment with the Company, Executive may engage in civic and not-for-profitactivities (including continuing her role on the board of non-profit organization, Girls in Tech) and also continue to work no more than a few hours eachweek with non-competitive B2B early stage start-up venture StreamingIQ where Executive is on the board and holds an equity stake, so long as suchactivities do not materially interfere with the performance of Executive’s duties hereunder or present a conflict of interest with the Company or its affiliates.Subject to the restrictions set forth herein, and only with prior written disclosure to and consent of the Board, Executive may engage in other types ofbusiness or public activities. The Board may rescind such consent, if the Board determines, in its sole discretion, that such activities compromise or threatento compromise the Company’s or its affiliates’ business interests or conflict or compete with Executive’s duties to the Company or its affiliates. 6.2 Non-Competition During Employment. Except as otherwise provided in this Agreement, during Executive’s employment with theCompany, Executive will not, without the prior written consent of the Board, directly or indirectly serve as an officer, director, stockholder, employee,partner, proprietor, investor, joint venturer, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in,business activity competitive with any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that Executive maypurchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (without participating in the activities ofsuch enterprise) if such securities are listed on any national or regional securities exchange. 7. Termination of Employment; Severance. 7.1 At-Will Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate theemployment relationship at any time, with or without Cause (as defined below) or advance notice (other than the notice requirements expressly set forth inSection 12). 7.2 Termination Without Cause or Resignation for Good Reason. In the event Executive’s employment with the Company isterminated by the Company without Cause (and other than as a result of Executive’s death or Disability (as defined below)) or Executive resigns heremployment for Good Reason, then provided such termination or resignation constitutes a “separation from service” (as defined under Treasury RegulationSection 1.409A-1(h), without regard to any alternative definition thereunder, a “ Separation from Service ”), and provided that Executive satisfies theRelease Requirement in Section 8 below, the Company shall provide Executive with the following “ Severance Benefits ”: 7.2.1 Severance Payments. Severance pay in the form of continuation of Executive’s Base Salary for a period of twelve (12)months following termination, subject to required payroll deductions and tax withholdings (the “Severance Payments”). Subject to Section 8 below, theSeverance Payments shall be made on the Company’s regular payroll schedule in effect following Executive’s termination date; provided, however that anysuch payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the firstadministratively practicable payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior togiving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. -3- 7.2.2 Health Care Continuation Coverage Payments. (i) COBRA Premiums. If Executive timely elects continued coverage under COBRA, the Company will payExecutive’s COBRA premiums to continue Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) (“COBRAPremiums”) through the period starting on the termination date and ending twelve (12) months after the termination date (the “COBRA Premium Period”);provided, however, that the Company’s provision of such COBRA Premium benefits will immediately cease if during the COBRA Premium Period Executivebecomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA continuation coverage for anyreason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible forCOBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. (ii) Special Cash Payments in Lieu of COBRA Premiums. Notwithstanding the foregoing, if the Companydetermines, in its sole discretion, that it cannot pay the COBRA Premiums without potentially incurring financial costs or penalties under applicable law(including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive or Executive’s dependents elect or areeligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fullytaxable cash payment equal to the applicable COBRA premiums for that month (including the amount of COBRA premiums for Executive’s eligibledependents), subject to applicable tax withholdings (such amount, the “ Special Cash Payment ”), for the remainder of the COBRA Premium Period.Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 7.2.3 Equity Acceleration upon Termination. Notwithstanding anything to the contrary set forth in the Plan or any awardagreement, effective as of Executive’s employment termination date, the vesting and exercisability of the then unvested time-based vesting equity awardsthat would have otherwise become vested had Executive performed Continuous Service through the one year anniversary of Executive’s employmenttermination date then held by Executive shall accelerate and become immediately vested and exercisable, if applicable, by Executive upon such terminationand shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents. With respect to anyperformance-based vesting equity award, such award shall continue to be governed in all respects by the terms of the applicable equity award documents.Upon any such termination, Executive shall have three (3) years to exercise any options or stock appreciation rights, but no later than ten (10) years from thedate of grant or the date when the options or stock appreciation rights would otherwise terminate under the Plan other than as a result of termination ofemployment (e.g., if all of the Company’s options are accelerated and terminate if not exercised in connection with a Change in Control (as that term isdefined in the Plan), then Executive’s options will also terminate if not exercised in connection with the Change in Control). 7.2.4 Pro Rata Bonus. Executive shall be eligible to receive, based on the good faith determination of the Board or theCompensation Committee thereof, a pro rata Performance Bonus based on actual results and Executive’s period of employment during the fiscal year inwhich termination occurred (the “Pro Rata Bonus”), on the date when other bonuses are paid for the fiscal year. 7.2.5 No Mitigation or Offset. The Executive shall have no obligation to mitigate the obligations hereunder, and the amountsdue hereunder shall not be offset by any amounts otherwise earned by Executive. -4- 7.3 Termination for Cause; Resignation Without Good Reason; Death or Disability. Executive will not be eligible for, or entitled to anyseverance benefits, including (without limitation) the Severance Benefits listed in Section 7.2 above, if the Company terminates Executive’s employment forCause, Executive resigns Executive’s employment without Good Reason, or Executive’s employment terminates due to Executive’s death or Disability,provided that the Executive, in the case of death or Disability termination, shall be eligible to receive a Pro Rata Bonus. 8. Conditions to Receipt of Severance Benefits. To be eligible for any of the Severance Benefits pursuant to Section 7.2 above, Executive mustsatisfy the following release requirement (the “ Release Requirement ”): return to the Company a signed and dated Release within the applicable deadlineset forth therein, but in no event later than forty-five (45) calendar days following Executive’s termination date, and permit the Release to become effectiveand irrevocable in accordance with its terms (such effective date of the Release, the “ Release Effective Date ”). No Severance Benefits will be providedhereunder prior to the Release Effective Date. Accordingly, if Executive refuses to sign and deliver to the Company an executed Release or signs and deliversto the Company the Release but exercises Executive’s right, if any, under applicable law to revoke the Release (or any portion thereof), then Executive willnot be entitled to any severance, payment or benefit under this Agreement. 9. Accrued Amounts. On any termination, the Executive shall promptly receive earned but unpaid Base Salary, accrued but unused vacations andunreimbursed expenses (in accordance with the Company’s applicable expense reimbursement policies), and shall be entitled to any amounts dueunder any benefit or fringe plan or program in accordance with the provisions of the plan or program. 10. Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extentpossible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement(and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Code Section 409A (including, withoutlimitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement(whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, eachinstallment payment hereunder shall at all times be considered a separate and distinct payment. Any reference to termination or similar words shall mean aseparation from service under the meaning of Code Section 409A. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemedby the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any ofthe payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”,then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) theexpiration of the six-month and one day period measured from the date of Executive’s Separation from Service with the Company, (ii) the date of Executive’sdeath or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following theexpiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10 shall be paid in a lump sum toExecutive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on anyamounts so deferred. If any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes ofdetermining the schedule for payment of the severance benefits, the effective date of the Release will be the sixtieth (60th) date following the SeparationFrom Service, regardless of when the Release actually becomes effective. To the extent required to avoid accelerated taxation and/or tax penalties underCode Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following theyear in which the expense was incurred, amounts shall not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible forreimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A. -5- 11. Section 280G; Limitations on Payment. 11.1 If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment ”) would (i) constitute a“parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 ofthe Code (the “ Excise Tax ”), then any such 280G Payment provided pursuant to this Agreement (a “ Payment ”) shall be equal to the Reduced Amount.The “ Reduced Amount ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subjectto the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or byclause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highestapplicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of thePayment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence, the reduction shall occur in the manner(the “ Reduction Method ”) that results in the greatest after tax economic benefit for Executive. If more than one method of reduction will result in the sameafter tax economic benefit, the items so reduced will be reduced pro rata (the “ Pro Rata Reduction Method ”). 11.2 Notwithstanding any provision of Section 11.1 to the contrary, if the Reduction Method or the Pro Rata Reduction Method wouldresult in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A,then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant toSection 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest after tax economic benefit forExecutive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events ( e.g. , being terminated without Cause),shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferredcompensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaningof Section 409A. 11.3 Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by theCompany for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoingcalculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change inControl transaction, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 11. TheCompany shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall usecommercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together withdetailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280GPayment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or theCompany. 11.4 If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 11.1 and theInternal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees, to the extent not in violationof the Sarbanes-Oxley Act, to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 11.1) sothat no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause(y) of Section 11.1, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. -6- 12. Definitions. 12.1 Cause. For the purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: (i) Executive’sconviction of or plea of guilty or nolo contendere to any felony; (ii) Executive’s willful and continued failure or refusal to follow lawful and reasonableinstructions of the Company or the Board or lawful, reasonable, material and internally published policies and regulations of the Company; (iii) Executive’swillful and continued failure to faithfully and diligently perform the assigned duties of Executive’s employment with the Company (other than on account ofillness or excused absence); (iv) unethical or fraudulent conduct by Executive that materially discredits the Company or is materially detrimental to thereputation, character and standing of the Company; or (v) Executive’s material breach of this Agreement or the Proprietary Information Agreement. An eventdescribed in Section 12.1(ii) through Section 12.1(v) herein shall not be treated as “Cause” until after Executive has been given written notice of such event,failure, conduct or breach and Executive fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided,however, that such 30 calendar day cure period shall not be required if the event, failure, conduct or breach is incapable of being cured. 12.2 Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with theCompany if any of the following actions are taken by the Company without Executive’s prior written consent: (i) a reduction in Executive’s Base Salary,other than a reduction by less than ten percent (10%) of the Executive’s highest Base Salary pursuant to a salary reduction program applicable generally tothe Company’s senior executives; (ii) a material reduction in Executive’s duties (including responsibilities and/or authorities) or reporting lines; (iii) arelocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty (30) miles as comparedto Executive’s then-current principal place of employment immediately prior to such relocation (excluding any relocation to the Company’s Irvine,California office); (iv) a material breach of this Agreement; or (v) unlawful harassment, or discrimination toward Executive. In order for Executive to resignfor Good Reason, each of the following requirements must be met: (w) Executive must provide written notice to the Company’s Board within 30 days afterthe first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, (x) Executive must allow the Company at leastcalendar 30 days from receipt of such written notice to cure such event, (y) such event is not reasonably cured by the Company within such 30 calendar dayperiod (the “ Cure Period ”), and (z) Executive must resign from all positions Executive then holds with the Company not later than calendar 30 days afterthe expiration of the Cure Period. 12.3 Disability. For purposes of this Agreement, “Disability” means that Executive is unable to perform the essential functions of herposition (notwithstanding the provision of any reasonable accommodation) by reason of any medically determinable physical or mental impairment whichhas lasted for a period of one hundred and twenty (120) days during any consecutive six (6) month period. 13. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employmentwith the Company, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited tostatutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with theCompany, or the termination of Executive’s employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and tothe fullest extent permitted by law, by final, binding and confidential arbitration conducted in Irvine, California by JAMS, Inc. (“ JAMS ”) or its successorsby a single arbitrator. Both Executive and the Company acknowledge that by agreeing to this arbitration procedure, they each waive the right to resolveany such dispute through a trial by jury or judge or administrative proceeding . Any such arbitration proceeding will be governed by JAMS’ thenapplicable rules and procedures for employment disputes, which will be provided to Executive upon request. In any such proceeding, the arbitrator shall: (i)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii)issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. Executive and the Companyeach shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Nothing in this Agreement is intended to preventeither the Company or Executive from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitrationpursuant to applicable law. The Company shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law,and shall pay the arbitrator’s fees and any other fees or costs unique to arbitration. The parties shall pay their own legal fees. Any awards or orders in sucharbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. -7- 14. General Provisions. 14.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (includingpersonal delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address aslisted on the Company payroll. 14.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule inany jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.14.3 Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby bedeemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 14.4 Complete Agreement. This Agreement, together with the Proprietary Information Agreement, the Indemnity Agreement (as definedbelow) and to the extent referenced in this Agreement, the Plan and applicable award agreement, constitutes the entire agreement between Executive and theCompany with regard to the subject matter hereof and is the complete, final, and exclusive embodiment of the Company’s and Executive’s agreement withregard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expresslycontained herein, and it supersedes and replaces any other agreements or promises made to Executive by anyone concerning Executive’s employment terms,compensation or benefits, whether oral or written (including but not limited any agreements or promises with or from the Company or any of its affiliates orpredecessors). It cannot be modified or amended except in a writing signed by a duly authorized officer of the Company, with the exception of those changesexpressly reserved to the Company’s discretion in this Agreement. 14.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more thanone party, but both of which taken together will constitute one and the same Agreement. 14.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereofnor to affect the meaning thereof. 14.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and theCompany, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of Executive’s dutieshereunder, Executive may not assign any of Executive’s rights hereunder without the written consent of the Company, which shall not be withheldunreasonably, and the Company may not assign this Agreement, except to an Affiliate (as defined in the Plan) or to a successor in connection with a Changein Control. -8- 14.8 Tax Withholding. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings ofapplicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that theCompany has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant tothis Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of allpayments and awards made pursuant to this Agreement. 14.9 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by thelaws of the State of California. 14.10 Indemnification Agreement. Executive will become a party to the Company’s standard form of indemnity agreement for directorsand officers as filed as an exhibit to the Company’s most recent Annual Report on Form 10-K (the “Indemnity Agreement”). IN WITNESS WHEREOF, this Agreement shall be effective as of the Effective Date. CHROMADEX CORPORATION By: /s/ Robert Fried ROBERT FRIED President and Chief Operating Officer EXECUTIVE By: /s/ Lisa Bratkovich LISA BRATKOVICH -9- Exhibit 10.59 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”), by and between Troy Rhonemus (the “Employee”) and ChromaDex, Inc.and any parents, subsidiaries, or affiliates of the Company (collectively referred to herein as the “Company”). WHEREAS, Employee is an at-will employee of the Company; WHEREAS, Employee’s employment with the Company will terminate on November 20, 2018; WHEREAS, the Agreement governs the terms of Employee’s separation from the Company. WHEREAS, the parties desire to fully and expeditiously settle any and all potential claims, charges or issues of law or fact that have been raised orcould have been raised by the Employee against the Company arising out of or in any way related to the Employee’s employment with the Company and/orthe separation of his employment, and without the Company acknowledging any liability whatsoever; NOW, THEREFORE, in consideration of the monies, mutual promises, and mutual covenants contained herein, the parties agree as follows: 1. Termination. Employee’s employment with the Company has been terminated. If a prospective future employer of Employee wishes to verifyemployment, the employer should contact the Company’s human resources department and will be provided a neutral reference including only Employee’sdates of employment and last position held. Employee recognizes that for purposes of the continuation coverage requirement of group health plans under theConsolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended, a “qualifying event” and “applicable change in status” occurs as ofNovember 20, 2018. Company agrees to give Employee all notices and information required under such laws. 2. Separation Benefits. a. In exchange for the promises of Employee contained in this Agreement, the Company agrees to extend an offer to Employee to actas a non-employee consultant to the Company for a period of fourteen (14) months, beginning immediately upon conclusion of his employment to insurecontinuous services, with compensation for such consultancy to be indicated in a consulting agreement. Employee understands and acknowledges that hewould not otherwise be entitled to receive such an offer for consultancy services, or any payments from the Company after November 20, 2018. SuchConsulting Agreement is provided to Employee simultaneously with this Agreement. b. Employee acknowledges and agrees that he/she is not entitled to any other payments, salary, commissions, compensation orbenefits from the Company aside from what is set forth within this paragraph. By signing this agreement, Employee acknowledges that all owed wages havebeen paid. Employee acknowledges that he/she is responsible for all taxes due and owing on such amount, except for payroll taxes and other normalwithholding accomplished by the Employer. 3. Treatment of Options. For purposes of the Equity Incentive Plan of ChromaDex Corp., Employee shall be deemed to have voluntarily resigned his/heremployment with the Company. Notwithstanding any provision of the Plan or any other agreement between Employee and the Company or any other partyto the contrary, the Company agrees that Employee shall have the unqualified right to exercise any of the vested options for a period of thirty (30) days fromthe last date of employment. -1- 4. Employee Release. a. In exchange for the consideration made by the Company in this Agreement, Employee understands that he/she is agreeing not tosue, or file any claim against the Company, and thereby irrevocably and unconditionally discharges the Company, its predecessors, parents, subsidiaries,affiliates, and past, present and future officers, directors, agents, consultants, employees, representatives, and insurers, as applicable, together with allsuccessors and assigns of any of the foregoing (collectively, the “Releasees”), of and from all claims, demands, actions, causes of action, rights of action,contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities,liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected orunsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Employee or his predecessors, legal representatives,successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Releasees, as set forth above, jointly or severally, for, upon, or byreason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of the Agreement. b. Such release includes, but is not limited to, claims, causes of action, or liabilities including but not limited to: compensatory claimsof back wages, front wages, or any other monetary claims arising under the California Constitution, Title VII of the Civil Rights Act, (42 U.S.C. §2000e), theAmericans with Disabilities Act (42 U.S.C. §12100 et seq.), the Employee Retirement Income Security Act, as amended, Equal Pay Act, Age Discrimination inEmployment Act (“ADEA”) (29 U.S.C. § 621-634), the Older Workers’ Benefit Protection Act, the Rehabilitation Act of 1973, the National Labor RelationsAct, the California Fair Employment and Housing Act (Cal. Govt. Code §129300 et seq.), the Fair Labor Standards Act, California Labor Code Sections 201,202, 203, 22, 510, 1194, 1197 and 1198, or any other California or federal statute or common law principle of similar effect, including (without limitation)laws providing recourse for claims based on age, sex, transgender status, gender identity and expression, sexual orientation, sexual harassment, attainment ofbenefit plan rights, race, color, genetic information, genetic testing, religion, religious creed, national origin, ancestry disability, physical disability, maritalstatus, civil union status, military status, veteran status, workplace hazards to reproductive systems, or any legally protected status; including, but not limitedto harassment and/or retaliation on any basis, any claims for compensation, leaves of absence, overtime pay, vacation or other paid time off, incentives, bonusincluding any claims pursuant to ERISA, the Fair Labor Standards Act, the Family Medical Leave Act, and any law of the State of California and/or any localordinance, including but not limited to any claims for attorneys’ fees and costs on any basis (“Claim” or “Claims”); and/or c. Claims, actions, or causes of action whatsoever which Employee now has, owns, or holds, or claims to have, own, or hold, or whichEmployee at any time heretofore had, owned, or held, or claimed to have, own, or hold, or which Employee at any time hereinafter may have, own, or hold, orclaim to have, own, or hold, against each or any of the Releasees. In the event that Employee, his heirs, executors, administrators, successors, or assignsattempts to challenge, modify, reform, set aside, nullify or cancel this Agreement for any reason, then the prevailing party in any such litigation shall beentitled to reimbursement of all reasonable attorneys’ fees and costs incurred in connection with defending such claims. d. The Parties agree that to the extent, if any, Employee may have a right to file or participate in a claim or charge against theCompany, which cannot be waived, this Agreement shall not be intended to waive such a right. However, even if Employee has a right to file or participate ina claim or charge against the Company, he agrees that he/she shall not obtain, and hereby waives his/her right to, any relief (legal, equitable, or other) fromsuch a claim or charge. e. Employee acknowledges, understands, and expressly consents that this Agreement constitutes a full and final release of any personor entity named in this Agreement, with respect to all claims, demands, indemnity claims, actions, suits, liens, debts, damages, warranty claims, and liabilitiesagainst the Company, arising from or relating to Employee’s employment with the Company, including those which are unknown and unanticipated as wellas those which are known and disclosed. In that respect, and with regard to the Release contained herein, Employee expressly waives all rights under Section1542 of the Civil Code of California and any similar law of any state or territory of the United States, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must have materially affected his or her settlement with the debtor.” -2- f. Employee understands and acknowledges that he/she was presented with this Agreement on 11/20/18, and: i. Has been offered a period of twenty-one (21) days from the receipt of this Agreement within which to consider acceptance of thisAgreement before executing it; ii. Has carefully read this Agreement and fully understands all of the provisions of this Agreement and has agreed to acceptall of the terms contained therein without any pressure of coercion by the Employer; iii. By this Agreement, Employee understands that he/she is releasing the Releasees as defined in paragraph 4 of thisAgreement from any and all claims he/she may have against the Releasees; iv. Knowingly and voluntarily agrees to all of the terms set forth in this Agreement; v. Knowingly and voluntarily intends to be legally bound by this Agreement; vi. Has been advised to consult with an attorney of his/her choice prior to executing this Agreement; vii. Has a full seven (7) calendar days following the execution of this Agreement to revoke this Agreement and has been andis hereby advised in writing that this Agreement shall not become effective or enforceable until this revocation period has expired. Employee willnot receive any of the separation benefits until that revocation period has expired. To revoke, Employee must send written confirmation to Jordan A.Gropack (JordanG@chromadex.com) within seven (7) calendar days expressly indicating his/her revocation. viii. Employee agrees that any modifications, material or otherwise, made to this agreement and general release do not restartor affect in any manner the original seven (7) day consideration period. g. Employee agrees that the Agreement does not constitute any admission by the Company that any personnel action it took withrespect to the Employee was wrongful, unlawful, tortious, in contravention to the laws or public policies of the State of California, in breach of any written ororal contract, or in violation of any federal statute, regulation, and/or constitutional provision. 5. Confidentiality. a. Employee acknowledges and agrees that during his/her employment with the Company he/she had access to and gained knowledgeof certain Company and client confidential information which he/she agrees to keep confidential including: matters pertaining to clients, products, financial,IT and policy issues pertaining to the Company, and information relating to current and former employees of the Company. Disclosure of any suchinformation in any form and any attempts to access such information (unless specifically authorized by the Company) is considered a breach of thisAgreement. -3- b. Employee agrees to immediately return to the Company all Company property and information in his/her possession including, butnot limited to: Company reports, customer lists, supplier lists, consultant lists, formulas, files, manuals, memoranda, computer equipment, access codes, discs,software, and any other Company business information or records, in any form in which they are maintained, including records or information regardingCompany customers, suppliers and vendors, and Company products and product development, and agrees that he/she will not retain any copies, duplicates,reproductions, or excerpts thereof in any form. Employee further agrees that he/she will not, in any manner, make use of any Company property andinformation in any future dealings, business or otherwise, and acknowledges that any use of Company property and information in any future dealings,business or otherwise, would constitute a breach of the Agreement. c. Employee agrees that he/she will not disclose, directly or indirectly, the underlying facts that led up to the Agreement or the termsor existence of the Agreement. Employee represents that he/she has not and will not, in any way, publicize the terms of the Agreement and agrees that itsterms are confidential and will not be disclosed by him/her except that he may discuss the terms of the Agreement with his/her attorneys, financial advisors,accountants, and members of hi/hers immediate family, or as required by law. Employee understands and agrees that should he violate the provision of theAgreement, he/she will be responsible to the Company for liquidated damages in the amount of any and all funds payable pursuant to the Agreement andunderstands that such monetary relief shall not be a bar to the Company’s pursuit of injunctive relief. d. Employee acknowledges that any breach of Section 6 of the Agreement would cause irreparable injury to the Company for whichthere is no adequate remedy at law. In addition to any remedies that may be available to the Company in the event of a breach or threatened breach of Section6 of the Agreement by Employee, including monetary damages, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary orpermanent injunction which would prevent Employee from violating or attempting to violate the provisions of this section of the Agreement. In seeking suchan order, any requirement to post a bond or other undertaking shall be waived. In any such action, the Company shall be entitled to an award of all reasonablecosts and fees incurred in bringing such an action, including reasonable attorney’s fees. 6. Non-disparagement. Employee represents and agrees that he/she shall refrain from making any written or oral statements to any person or entity withwhom the Company or Employee has had or may have a business or social relationship which may reasonably be expected to impugn or degrade thecharacter, integrity, ethics or business practices of the Company, its affiliates, employees, directors, officers, agents, representatives or clients, or which mayreasonably be expected to damage the business, image or reputation of the Company, its affiliates, employees, directors, officers, agents, representatives, orclients. 7. Non-Solicitation of Company Employees. As a condition for the Separation Benefits in Section 2 above, Employee will preserve the confidentiality of alltrade secrets and other confidential information of the Company as described above. Further, Employee will not now nor at any time in the future disrupt,damage, impair or interfere with the business of the Company whether by way of interfering with or raiding its employees, disrupting its relationships withcustomers, agents, representatives or vendors or otherwise. Specifically, Employee is barred from hiring, directly or indirectly, or assisting in the hiring of anyChromaDex employee for a period of three (3) years. 9. Future Cooperation. Employee agrees to reasonably cooperate with the Company, its financial and legal advisors, in connection with any businessmatters for which the Employee’s assistance may be required and in any claims, investigations, administrative proceedings or lawsuits which relate to theCompany and for which Employee may possess relevant knowledge or information. Any travel and accommodation expenses incurred by the Employee as aresult of such cooperation will be reimbursed in accordance with the Company’s standard policies. 10. Applicable Law and Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the State of California, withoutregard to its conflicts of law principles. Any dispute regarding the Agreement or related to the Employee’s employment with the Company shall be resolvedin the Courts located in Orange County, California, without a jury (which is hereby expressly waived). 11. Entire Agreement. The Agreement may not be changed or altered, except by a writing signed by both parties. Until such time as the Agreement has beenexecuted and subscribed by both parties hereto: (i) its terms and conditions and any discussions relating thereto, without any exception whatsoever, shall notbe binding nor enforceable for any purpose upon any party; and (ii) no provision contained herein shall be construed as an inducement to act or to withholdan action, or be relied upon as such. The Agreement constitutes an integrated, written contract, expressing the entire agreement and understanding betweenthe parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, between the parties,including the Employment Agreement, except as otherwise provided herein. -4- 12. Non-Assignment. Employee has not assigned or transferred any claim he/she is releasing, nor has he/she purported to do so. If any provision in theAgreement is found to be unenforceable, all other provisions will remain fully enforceable. 13. Binding Effect. This Agreement shall be binding upon Employee and upon his/her heirs, administrators, representatives, executors,successors and assigns, and shall be binding upon an inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives,executors, successors, and assigns. 14. Severability. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegalor invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall not bea part of this Agreement. The parties expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement to the extentnecessary to comply with existing law and to enforce the Agreement as modified. 15. Acknowledgement. Employee acknowledges and agrees that he/she has carefully read and fully understands all of the provisions of this Agreement.Employee voluntarily enters into this Agreement by signing this Agreement below. IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date entered below. CHROMADEX, INC. By: /s/ Mark Friedman Name: Mark FriedmanBy General Counsel & Secretary Date: 11/19/2018 Employee By: /s/ Troy Rhonemus Name: Troy Rhonemus Date: 11/20/2018 -5- Exhibit 10.60CONSULTANT AGREEMENT This Agreement made as of this 20th day of November, 2018, (“Effective Date”) between ChromaDex, Inc. (hereinafter referred to as “ChromaDex”), havingits principal offices located 10005 Muirlands Blvd, Suite G, Irvine, CA 92618, and Troy Rhonemus (hereinafter referred to as “Consultant”), with a noticeaddress of 26991 Moro Azul, Mission Viejo CA 92691.WITNESSETH: WHEREAS: ChromaDex desires to have Consultant perform services detailed in the Scope of Work (attached hereto as Exhibit A) and Consultant desires toperform such services. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, receipt of which is hereby acknowledged, the parties heretomutually agree as follows: 1. Period of Performance. This Agreement shall commence on the Effective Date and shall remain in full force and effect for a term (the “Term”) offourteen (14) months from the Effective Date at which time it will automatically terminate. 2. Consideration and Payment. ChromaDex shall pay Consultant one thousand dollars ($1,000) during any month where Consultant performs servicesfor a total of five (5) hours or less. In any month where Consultant performs services in excess of five (5) hours, ChromaDex shall pay Consultant onethousand dollars ($1,000) for all hours up to five (5), and two hundred dollars ($200) per hour for each additional hour over five (5), or as otherwiseagreed to in writing by the parties. Payment shall be made monthly, within fifteen (15) days of receipt of invoice. Additionally, Consultant shall bereimbursed at cost for reasonable out of pocket expenses, phone calls, mileage, air fare, and per diem for travel which has been preauthorized inwriting by ChromaDex. 3. Liaison. The ChromaDex representatives responsible for the supervision and approval of the work described herein shall be Rob Fried and MarkFriedman, or other individuals who may be designated by ChromaDex from time to time. 4. Warranty; Care of ChromaDex’s Property. Consultant represents and warrants that the execution, delivery and performance of this Agreement willnot violate and/or conflict with any other agreement that the Consultant is a party to and that the Services to be performed by Consultant hereunderwill be performed competently and in accordance with the standard of care usually and reasonably expected in performance of the Services.Consultant covenants to protect all property of ChromaDex including ChromaDex’s Information (as defined below) and its customers, vendors, andother affiliates and partners to which such Consultant has access, as a result of Consultant’s consulting under this Agreement, with the same level ofcare he/she would provide to his/her own property and confidential information, and in no event less than an objectively reasonable standard ofcare. This Section applies during and after termination of this Agreement based on obligations further set forth herein. 5. Termination. Either party shall have the right to terminate this Agreement for cause, if the other Party commits a material breach of this Agreement,and does not cure such breach within thirty (30) days following such Party’s receipt of notice of such breach from the non-breaching Party. 6. Hold Harmless. Consultant shall indemnify and hold harmless and defend ChromaDex, its agents, servants, affiliates, parent company (including itsofficers, directors and stockholders) and employees from and against any claim demand or cause of action of every name or nature arising out of orthrough the negligence of Consultant, along with any intentional wrongful acts, in the performance of services under this Agreement. Other than as aresult of the willful misconduct or gross negligence of Consultant, ChromaDex shall indemnify and hold harmless Consultant from and against anyclaim demand or cause of action of every name or nature arising out of or through the negligence of ChromaDex, its agents, servants, or employeesin the performance of services under this Agreement. -1- 7. Insurance and Taxes. ChromaDex and Consultant will be responsible for maintaining their own separate insurance policies including, withoutlimitation, Comprehensive General and Automobile Liability, Workmen’s Compensation and other necessary insurance coverage. The Consultant,as an independent agent, agrees that he/she will not to be entitled to file any claim for Workers’ Compensation or any other claim underChromaDex’s insurance policies and will be responsible for his/her own Workers’ Compensation Insurance Coverage. The Consultant will also beresponsible for payment of any State, local, or federal taxes resulting from work under this Agreement. PLEASE NOTE: CHROMADEX IS REQUIRED TO SUBMIT TO THE INTERNAL REVENUE SERVICE AN ANNUAL FORM 1099 STATEMENTOF INCOME FOR ALL PAYMENTS, AND AS SUCH CONSULTANT MUST PROVIDE A TAX IDENTIFICATION NUMBER TO CHROMADEX. 8. Non-Solicitation; No Rights to ChromaDex’s Intellectual Property. For a period of five (5) years after the termination of this Agreement, Consultantagrees not to attempt in any manner to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount ofbusiness which such customer has customarily done or might do with ChromaDex. Consultant further agrees that Consultant shall have no right to any of ChromaDex’s intellectual property (including, without limitation, Inventions (asdefined in Section 11) and work made for hire (as contemplated in Section 11) and, accordingly, Consultant agrees that Consultant shall have no rightswhatsoever to ChromaDex’s intellectual property and shall not produce, market, or sell products or services based on the Information and/or ChromaDex’sintellectual property. In addition, Consultant agrees not to sell the Information to any third party. 9. Confidential Information. ChromaDex and/or its affiliates have developed and possesses certain confidential scientific and/or business information(“Information”). ChromaDex shall disclose to the Consultant the Information necessary or useful to perform the services, subject to the following: a. Consultant shall not use the Information for any purpose except in furtherance of this Agreement and shall not reveal to any third party or permit anythird-party access to, any of the Information furnished pursuant to this Agreement unless the Consultant obtains, in each case, the prior writtenconsent of ChromaDex. It is, however, understood that the obligation of nondisclosure under this Agreement shall not apply to Information which: i. Is or becomes generally available to the public (which for the purposes of this Agreement shall not include customers of ChromaDex) withoutbreach of this Agreement by the Consultant or his/her agents or advisors and without violation of any agreement by any other third party; ii. Is or becomes available to the Consultant on a non-confidential basis, other than by or on behalf of ChromaDex, provided that such sourceobtains and discloses such information lawfully and without breach of any confidentiality agreement or obligation; iii. Was in the Consultant’s possession, as evidenced by documented proof, prior to its being furnished to the Consultant by or on behalf ofChromaDex; provided that the source of such information obtained and disclosed such information lawfully and without breach of anyconfidentiality or obligation. Information will not be deemed to be in the public domain merely because any part of the information is embodied in general disclosures or becauseindividual features, components, or combinations thereof are now or may later become known to the public. Furthermore, even if any portion of informationprovided by or on behalf of ChromaDex to Consultant falls within any one of the above exceptions, the remainder will continue to be confidentialInformation subject to the restrictions of this Agreement. -2- b. All disclosures are made to the Consultant for the sole purpose of enabling the Consultant to provide the Services. c. Consultant shall not, during the term of this agreement, hold any other positions, as a consultant or otherwise, with any company or organizationthat is a direct or indirect competitor of ChromaDex in the NR or NAD space, and may not perform any work, provide services or engage in conductthat could be deemed a conflict of interest. d. The Consultant’s obligations according to this Agreement to keep the Information secret and confidential shall remain in effect indefinitelyregarding trade secret and know-how, and for a period of seven (7) years from the date of this Agreement for all other Information. 10. Rights in Inventions. a. Assignment of IP Rights to ChromaDex. In performing the Services, Consultant hereby assigns to ChromaDex all rights in all inventions,developments and discoveries, including derivatives and improvements thereto, whether or not patentable, and all patent rights related to theforegoing including rights to make priority claims in any country (“Inventions”), and all suggestions, proposals, written works of authorship, andcomputer programs, and all copyrights whether or not registered related to the foregoing (collectively with Inventions, the “Work Product”), whichConsultant authors, invents, discovers, develops, conceives or makes, either solely or jointly with others, while consulting with ChromaDex, orwhich involve Information or equipment, supplies, facilities, direct or indirect funding, or materials owned or provided by or on behalf ofChromaDex. The rights granted to ChromaDex in the Work Product include the right to disclose or publish, or not to do so, and to pursue patentsand assert other intellectual property rights related thereto. Consultant will execute all documents and take all other actions as may be necessary (atno out-of-pocket expense to Consultant) to assign all rights to or otherwise vest good title to ChromaDex in all Work Product, and Consultant willnot use any Information for Consultant’s own benefit or for that of any other business entity or person except as permitted in writing by ChromaDex. b. Work-Made-For-Hire. Additionally, any work of authorship prepared by Consultant in connection with efforts under this Agreement or related to orarising from Information that Consultant has access to in connection with this Agreement, will be considered a work made for hire pursuant to thisAgreement and be the sole and exclusive property of ChromaDex, free and clear of any claims by Consultant. c. Disclosure Obligation of Consultant. Consultant will disclose promptly in writing (which writing may take the form of a patent application orsimilar document prepared by ChromaDex’s counsel with Consultant’s cooperation and assistance) to ChromaDex all Inventions and other WorkProduct developed, made, or conceived either solely or in collaboration with others under, or arising from or related to, this Agreement. Consultanthereby assigns to ChromaDex its, his, or her entire right, title, and interest in and to any and all such Inventions and other Work Product. Consultanthereby agrees to execute all such documents, testify in all legal or quasi-legal proceedings requested, and otherwise take all such action as may berequired to effectuate or evidence such assignment and/or to cooperate with ChromaDex in filing applications, and pursuing and enforcing patentsand copyright registrations in any and all countries. As such, Consultant hereby irrevocably appoints ChromaDex, and its duly authorized officersand agents, as Consultant’s attorney to execute and deliver any documents needed and to do all other lawfully permitted acts to secure suchintellectual property rights with the same legal force and effect as if executed by Consultant. 11. Reasonable Restrictions. Consultant acknowledges that the restrictions imposed by this Agreement are reasonable and necessary to protectChromaDex’s intellectual property assets. When for any reason this Agreement terminates, Consultant hereby represents to ChromaDex thatConsultant has the ability to earn a livelihood without violating such restrictions. -3- 12. Injunctive Relief; Other Remedies. Consultant recognizes that the remedy at law for any breach or violation, or threatened breach or violation, byConsultant of this Agreement will be inadequate and ChromaDex would suffer continuing and irreparable injury to its business as a direct result ofsuch violations. If Consultant breaches, or threatens to breach, any material obligation contained herein, then ChromaDex at its sole discretion willbe entitled to institute and prosecute proceedings in any court of competent jurisdiction or in a binding arbitration, either in law or in equity, toobtain the specific performance thereof by Consultant or to enjoin Consultant from violating the provisions hereof. If court proceedings or anarbitration are instituted by reason of a breach or violation hereof the prevailing party will receive, in addition to any damages awarded, itsreasonable attorney’s fees, court costs and related expenses. 13. Representation. Consultant represents that there is no conflict of interest between its performance of this Agreement and its employment and/or anyother agreement with others. In the event Consultant believes that there is presently any such conflict, or any such conflict arises during thisAgreement or extensions thereof, it will advise ChromaDex immediately in writing. 14. Non-Assignment. Neither party may assign this Agreement, or any rights and duties hereunder, without written consent of the other; provided thatChromaDex may assign or otherwise transfer this Agreement to its affiliates and otherwise incident to the transfer, sale, acquisition, or merger ofsubstantially all the assets of ChromaDex, or by operation of law. 15. Integration. This Agreement sets forth the entire and only agreement and understanding between ChromaDex and the Consultant relative to thesubject matter hereof. Any representation, promise, or condition, whether oral or written, that is not incorporated herein shall not be binding uponeither party. Thus, this Agreement supersedes any prior agreements between the parties regarding the subject matter hereof. No waiver,modification, or amendment of the terms of this Agreement shall be effective unless made in writing and signed by an authorized representative ofthe party sought to be bound hereby. 18. Severability. The sections of this Agreement will be enforceable to the fullest extent permissible under applicable law, but the unenforceability (ormodification to conform to such law) of any provision(s) hereof will not render unenforceable or impair the remainder thereof. If any provision(s)hereof are deemed invalid, illegal, or unenforceable, the offending provision(s) should be deleted or modified, as minimally as possible and asnecessary, to retain as much of the provision and this Agreement valid and enforceable as possible. 19. Ethics. Consultant shall be responsible for knowing and shall comply, in all material respects, with all applicable laws, rules, and regulationsgoverning the ethics and operations of organizations affected by Consultant's activities. 20. Authority. Consultant acknowledges that he/she is neither an Officer nor a Director of ChromaDex and does not have the authority to bindChromaDex or its affiliates to any contract, lease, or agreement in any form. Consultant also agrees that he will inform any entity or individual whowishes to enter into any contract or other binding agreement with ChromaDex that he does not have the authority to execute documents or bindChromaDex or its affiliates without specific written authorization. 21. Independent Counsel and Joint Drafting. Each party acknowledges and agrees that it: (a) is aware that this Agreement affects its legal rights; (b) hashad the opportunity to seek advice regarding this Agreement from independent counsel of its own choosing; and (c) understands and voluntarilyenters this Agreement of its own free will and choice. Thus, this Agreement should be construed to have been drafted jointly and will not be strictlyconstrued against either party. -4- 22. Action on Termination. Upon termination of this Agreement for any reason, with or without cause: (a) at the request of ChromaDex, eachConsultant must deliver immediately to ChromaDex all work product, images, writings, lists, samples, experimental results, data, quotations, books,records, files, computer software, drawings, other tangible manifestations of ChromaDex’s Information, keys, access codes, and other property ofChromaDex and its vendors, customers, and affiliates that Consultant had access to as a result of consulting under this Agreement, that are inConsultant’s possession, custody or control; and (b) at the request of ChromaDex, Consultant will execute such documents and take such otheractions as necessary in order to reaffirm the covenants and obligations set forth in this Agreement; provided, however that failure to request suchreaffirmation will not waive any requirements of this Agreement. Consultant understands that failure to perform these obligations may result inChromaDex, at its sole discretion, withholding payment of any remaining compensation or taking any other legal action necessary to protect itsrights. 23. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed tohave been duly given if delivered or mailed, postage prepaid, by certified or registered mail or by use of an independent third party commercialdelivery service for same day or next day delivery and providing a signed receipt to the address set forth above or to such other address as eitherparty shall have previously specified in writing to the other. Notice by mail shall be deemed effective on the second business day after its depositwith the United States Postal Service, notice by same day courier service shall be deemed effective on the day of deposit with the delivery serviceand notice by next day delivery service shall be deemed effective on the day following the deposit with the delivery service. 24. Independent Contractor. Consultant shall act at all times hereunder as an independent contractor as that term is defined in the Internal RevenueCode of 1986, as amended, with respect to ChromaDex, and not as an employee, partner, agent or co-venturer of or with ChromaDex. Except as setforth herein, ChromaDex shall neither have nor exercise control or direction whatsoever over the operations of Consultant, and Consultant shallneither have nor exercise any control or direction whatsoever over the employees, agents or subcontractors hired by ChromaDex. 25. No Agency Created. No agency, employment, partnership or joint venture shall be created by this Agreement, as Consultant is an independentcontractor. Consultant shall have no authority as an agent of ChromaDex or to otherwise bind ChromaDex to any agreement, commitment,obligation, contract, instrument, undertaking, arrangement, certificate or other matter. Each party hereto shall refrain from making anyrepresentation intended to create an apparent agency, employment, partnership or joint venture relationship between the parties. 26. Counterparts. This Agreement may be executed in counterparts, each of shall constitute an original, whether actual original or a copy, and all ofwhich shall constitute one and the same instrument. 27. The validity and interpretation of this Agreement and the legal relations of the parties to it shall be governed by the laws of California, U.S.A.without giving effect to its choice of laws principles. CHROMADEX, INC. CONSULTANT BY: /s/ Mark Friedman BY: /s/ Troy Rhonemus Mark Friedman, General Counsel Troy Rhonemus DATE: 11/19/2018 DATE: 11/20/2018 -5- Exhibit A: Scope of Work Services Description: Consultant is to provide the following services on an as-needed basis: ●Provide advice and counsel with respect to ongoing business ventures, product development, intellectual property, corporate matters and otherfunctions for ChromaDex●Helping to negotiate deal terms with key ingredient supplier(s)●Product development with respect to the fermentation process for NR●Make himself reasonably available to confer, in person or otherwise, with other ChromaDex consultants and advisors●Attend meetings as needed regarding the above -6- Exhibit 10.61 CONFIDENTIALOctober 31, 2018 Matthew Roberts6241 Glade Ave., Apt. L319Woodland Hills, CA 91367 RE: Offer of Employment as Chief Scientific Officer (“CSO”) and SVP of Innovation Dear Matthew, ChromaDex, Inc., a subsidiary of ChromaDex, Corp., is pleased to extend you an offer of full-time employment for the position of CSO and SVP of Innovationat our Los Angeles facility. This position will report to Rob Fried, CEO.If you accept this offer, your employment will be “at-will.” This means that either you or the company can end the employment relationship at any time, for anyreason, without notice. Due to the nature of this position, this offer is contingent upon a full background check. If you accept this offer, your employment will commence on or about November 5, 2018. Your salary will be two hundred thousand dollars ($200,000) per yearand paid biweekly. You will also be eligible for up to a fifty percent (50%) annual bonus of earned salary based on accomplishment of objectives which will bediscussed with you at a later date. In addition, you will be awarded a one-time initial grant of an option to purchase three hundred, fifty thousand (350,000) shares of ChromaDex commonstock, at an exercise price reflecting the market price of ChromaDex common stock on the date of the grant, with one-third of the shares vesting on the one-year anniversary and the remaining shares vesting in a series of 24 equal monthly installments thereafter. ChromaDex offers paid time off (PTO) and other company benefits to eligible employees upon completion of the introductory period as outlined in theEmployee Handbook. You will be eligible for 21 days of PTO per year accrued on a biweekly basis, pursuant to ChromaDex’s standard PTO policy forexecutives, including a waiting-time period. By assuming this full-time role, the current consultant agreement in place between you and ChromaDex will terminate as of November 4, 2018. Additionally,by assuming this full-time role, your position on the ChromaDex Scientific Advisory Board will also terminate as of November 4, 2018, including anycompensation and/or benefits provided pursuant to that position. If you accept this offer of employment, please sign return a copy of this letter back to Jordan Gropack at JordanG@chromadex.com as soon as possible. For any questions pertaining to this offer of employment, please feel free to contact Jordan or myself. Respectfully, /s/ Rob Fried Rob FriedCEOChromaDex I understand and agree that if I accept the offer of employment with ChromaDex, that I will be an “at-will” employee, which means that either I or the companycan terminate the employment relationship at any time, with or without notice, reason, or cause. Signature: /s/ Matthew Roberts Date: Oct 31, 2018Original: Human Resourcescc: Manager/Supervisor -1- Exhibit 10.62 ***Text Omitted and Filed Separatelywith the Securities and Exchange Commission.Confidential Treatment RequestedUnder 17 C.F.R. Sections 200.80(c) and 240.24b-2EXECUTION COPY SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the "Agreement") is made and entered into as of the 19th of December, 2018 (the “Effective Date”) by and between NESTECLtd., a Swiss private limited company, with principal offices located at Avenue Nestle 55, 1800 Vevey, Switzerland ("Buyer" or “NHSc”) and ChromaDexInc., a California corporation with principal offices located at 10005 Muirlands, Blvd, Suite G, Irvine, CA 92618, USA (“Seller” or “ChromaDex”). Buyerand Seller are individually referred to herein as a “Party” and collectively as the “Parties.” R E C I T A L S WHEREAS, Seller is the owner or exclusive licensee of certain intellectual property rights related to the composition and use of the compound NicotinamideRiboside (“NR”) and NR Product (defined below) that is currently sold under the ChromaDex Trademarks (defined below); and WHEREAS, NR is supplied by Seller to third parties for the commercialization of NR Product under the ChromaDex Trademarks (or other tradenames) asdietary supplements on a global basis; and WHEREAS, NR and NR Product is marketed, commercialized and sold by Seller to consumers in its pure form and in combination with other activeingredients on a global basis under the ChromaDex Trademarks (or other tradenames) subject to the terms and conditions of this Agreement; and WHEREAS, Buyer now desires to purchase the NR Product to develop, market, promote, sell, and distribute the Approved Products (defined below) subjectto the terms and conditions hereinafter described. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the Parties hereto agree as follows. 1.Definitions. The following terms have the meanings specified below: “Active Nutrition” means product offerings that are formulated and marketed to consumers of all ages for the purpose of living a healthy lifestyle withintegrated physical activity. Active Nutrition does not include Sports Nutrition. “Affiliate” shall mean, with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party. An entity orperson shall be deemed to be in control of another entity (“Controlled Entity”) if the former owns directly or indirectly at least fifty percent (50%) of theoutstanding voting equity of the Controlled Entity (or some other majority equity or ownership interest exits, in the event that such Controlled Entity isother than a corporation). “Allowable Deductions” shall mean, (a) sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and any other adjustments, including thosegranted on account of price adjustments or billing errors, rejected goods, damaged or defective goods, recalls, returns; (b) rebates, chargeback rebates, compulsory rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups,health care insurance carriers or other institutions and compulsory payments to governmental authorities and any other governmental charges imposed uponthe sale of such Approved Product to third parties; (c) adjustments arising from consumer discount programs or other similar programs; Buyer's and Seller's Initials /s/ CK /s/ RF-1-EXECUTION COPY (d) customs or excise duties, sales tax, consumption tax, value added tax, and other taxes (except income taxes); and (e) charges for packing, freight, shipping and insurance (to the extent that Buyer or its Affiliates bear such cost). Allowable Deductions shall be calculated by Buyer consistent with its ordinary practice and in accordance with International Financial Reporting Standards,and Buyer shall not calculate Allowable Deductions in any manner that has the primary purpose of avoiding or reducing the Sales Fees payable hereunder. “Approved Products” shall mean any Medical Nutrition (as defined herein) or Functional Food and Beverages (as defined herein) product which contains aminimum of […***…]mg of the NR Product per serving unless Buyer and Seller agree otherwise in advance in writing. Buyer does not require any consentfrom Seller to launch new products in Medical Nutrition or Functional Food and Beverages provided that they comply with the requirements set forth in thisAgreement. For the sake of clarity, the Approved Products will include NR Product in combination with proteins or other active ingredients as FunctionalFood and Beverages or as Medical Nutrition products of NHSc. “Approved Product Category(ies)” shall mean Medical Nutrition and/or Functional Food and Beverages. “Buyer” shall include NESTEC Ltd. and its U.S. Affiliate, Nestlé HealthCare Nutrition, Inc. and their respective successors and assigns; provided, however,that the Parties acknowledge and agree that Buyer or any of its Affiliates may purchase the NR Product and market, sell and distribute the Approved Productspursuant to the terms and conditions of this Agreement. “Buyer’s Technical Feasibility” shall mean when Buyer, in its reasonable judgment, determines that the NR Product would be stable in a ready to drinkformat. “Change of Control” shall mean any person or entities having acquired, in any single transaction or series of related transactions, whether by way of merger,consolidation, purchase, or in any other manner, (i) securities of Seller or its Controlling Affiliate(s) representing […***…] percent ([…***…]%) or more ofeither the combined voting power or ownership interest thereof, (ii) […***…] percent ([…***…]%) or more of the profit/loss participation in Seller or itsControlling Affiliate(s), or (iii) Control in Seller or its Controlling Affiliate(s). “ChromaDex Brand Usage Guidelines” are attached hereto as Exhibit A – ChromaDex Brand Usage Guidelines (Exhibit A is hereby incorporated herein infull by this reference) and, subject to the terms and conditions in Section 11, sets forth the rules and guidelines pertaining to the proper use of the ChromaDexTrademarks which rules and guidelines may be amended by ChromaDex, at any time, in ChromaDex’s sole discretion. If the ChromaDex Brand UsageGuidelines are supplemented or amended, a supplemented or amended version shall be promptly provided to Buyer, and Buyer has the obligation to ensurethat Buyer is in compliance with ChromaDex’s current ChromaDex Brand Usage Guidelines after a reasonable transition period. “ChromaDex Trademarks” shall mean the trademarks and logos owned by ChromaDex incorporating the name, mark, and/or brand of the NR Product asshown in the ChromaDex Brand Usage Guidelines. “Control” shall mean (including the term “Controlling”) possession, directly or indirectly, through one (1) or more intermediaries, of the power to direct orcause the direction of management and policies of Seller, whether through ownership of voting securities or otherwise. “Dollerup” shall mean the following study: Dollerup, O.L., et al., A randomized placebo-controlled clinical trial of nicotinamide riboside in obese men:safety, insulin-sensitivity, and lipid-mobilizing effects. Am J Clin Nutr, 2018. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-2-EXECUTION COPY “Field” shall mean human use. “Functional Food and Beverages” shall mean a Protein Based (defined below) functional food or beverage (meaning consumer healthcare sold under“Nutrition Facts” labeling regulations in the US or similar labeling or definitional regulations globally; i.e. not sold under dietary supplement regulations)product containing NR Product in ready to drink and loose powder format currently sold under the NHSc Brands (defined below), which may include ActiveNutrition products. Functional Food and Beverages do not include Sports Nutrition. “NHSc Brands” shall mean the existing brands of Buyer or its affiliatesset forth in Exhibit B – NHSc Brands (Exhibit B is hereby incorporated herein in full by this reference) as well as (i) any other existing brands acquired byBuyer during the Term within the Approved Product Categories and (ii) any new brands created by Buyer within the Approved Product Categories, subject tothe approval of Seller, such approval not to be unreasonably withheld or delayed. Functional Food and Beverages Extensions” shall mean a Protein Based product containing NR Product sold under the NHSc Brands that is in a formatother than ready to drink or loose powder. “Good Manufacturing Practices” shall mean current and any future good manufacturing practices and quality system regulations set forth by the UnitedStates Food and Drug Administration (“USFDA”), and if the Approved Product is manufactured or sold outside of the Unites States, the current and any futuregood manufacturing practices and quality system regulations set forth by the USFDA or higher standards if and as applicable in the country in which theApproved Product is manufactured or sold. “Gross Sales Price” shall mean all invoiced sales of Approved Products without offset, deduction, or allowances. “Licensed Materials” shall mean any advertising, marketing, promotional, and/or merchandising materials and artwork prepared by ChromaDex andprovided to Buyer. There is no obligation for ChromaDex to create or provide Licensed Materials. Licensed Materials may or may not display ChromaDexTrademarks and may or may not be provided to Buyer by ChromaDex, in ChromaDex’s sole discretion. “Launch” shall mean first bona fide commercial sale of an Approved Product in a country in the respective Sub-Territory. “Martens” shall mean the following study: Martens, C.R., Denman, B.A., Mazzo, M.r., Armstrong, M.L., Reisdorph, N., McQueen, M.B., Chonchol, M.B.,Seals, D.R., Chronic nicotinamide riboside supplementation is well-tolerated and effectively elevates NAD+ in healthy middle-aged and older adults. 2018,University of Colorado Boulder. “Medical Nutrition” shall mean (a) a specialized nutrition product that serves as a nutritional solution for the dietary management of a specific healthcondition to be used under medical supervision; (b) a “medical food,” as defined in Section 5(b) of the Orphan Drug Act (21 U.S.C. 360ee(b)(3)) and 21 CFR101.9(j)(8); or (c) a “dietary food for special medical purposes” as defined in Directive 1999/21/EC of the European Parliament and of the Council; or (d) anyfood product substantially equivalent to the preceding clause (a), (b) or (c) under any applicable laws and regulations in any other jurisdiction to be usedunder medical supervision. “Net Sales” shall mean the Gross Sales Price invoiced by Buyer or its Affiliates to third parties, less only (a) any taxes included in the Gross Sales Price, ifany, and (b) Allowable Deductions. “NR Product” means NR and any future revisions in salts, formulations, or other forms. “Protein Based” means any functional food or beverages (not a supplement) that lists protein as a primary nutrient in the ingredient list under labelingregulations in the US or similar labeling or definitional Buyer's and Seller's Initials /s/ CK /s/ RF -3-EXECUTION COPY regulations globally and contains at least 5 grams of protein per serving for ready to drink products and 2 grams of protein per serving in sachets. "Reporting Period" shall begin on the first day of each calendar quarter and end on the last day of such calendar quarter. “Seller” shall include ChromaDex, Inc., its Affiliates and their respective successors and assigns. “Seller’s Technical Feasibility” shall mean when Seller, in its reasonable judgment, determines that the NR Product would be stable in a ready to drinkformat. Buyer’s Technical Feasibility and Seller’s Technical Feasibility may sometimes be referred to collectively as “Technical Feasibility”. “Specification” shall mean the description of the NR Product set forth on Exhibit C – Product Specifications (Exhibit C is hereby incorporated herein in fullby this reference). The Specifications may be amended from time to time by ChromaDex upon […***…] prior written notice thereof to Buyer. Any materialmodifications to the Specifications that may impact commercialization, manufacturing, and indications for use or taste of an Approved Product shall requirethe advance written approval of Buyer, such approval not to be unreasonably withheld or delayed. “Sports Nutrition” means product offerings formulated for and marketed to athletes to support sports and athletic training to optimize sports and athleticperformance. Sub-Territories” shall mean each of (i) North America; (ii) Europe; (iii) Latin America (including Central America and South America; and (iv) Asia PacificExceptions (as defined below)). “Sub-Territory Reversion” is defined in Paragraph 3.6.2. “Supplier Code of Conduct” shall mean Buyer’s Responsible Sourcing Standard as published on https://www.nestle.com/aboutus/suppliers (or any successorURL of which Seller is advised in advance in writing). Seller shall be advised of and agree to any revisions to the version at such URL as of the Effective Datehereof. “Term” shall mean the term of this Agreement, which shall commence on the Effective Date and shall remain in effect until the expiration or abandonment ofall applicable issued patents and applicable filed patent applications for the NR Product, unless earlier terminated in accordance with the provisions of thisAgreement. “Territory” shall mean the combination of North America, Europe, Latin America (including Central America and South America), but excluding AsiaPacific except for the following territories that shall be included in the Territory: Australia, New Zealand, and Japan only (collectively the “Asia PacificExceptions”). The Territory shall be subject to the Sub-Territory Reversion pursuant to the terms hereof. “Washington Heart Study” shall mean ClinicalTrials.gov Identifier: NCT03423342, which can be found athttps://www.clinicaltrials.gov/ct2/show/NCT03423342?term=nicotinamide+riboside&rank=3. 2.Conditions Precedent to Grant of Rights and Execution of This Agreement. 2.1 Execution of this Agreement is conditioned upon: (i)Completion of due diligence satisfactory to both ChromaDex and Buyer; and (ii)Receipt of the internal approvals reasonably required by both ChromaDex and Buyer. 2.2 By execution of this Agreement by both Parties, both Seller and Buyer are representing that the foregoing conditions have been satisfied. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-4-EXECUTION COPY 3.Supply and Exclusivity. 3.1Supply. Throughout the Term, Buyer shall exclusively purchase from Seller and Seller shall supply to Buyer the NR Product in accordance withthe specific terms and conditions contained herein. In the event Seller fails to timely fulfill a Purchase Order (defined below), Buyer will provideSeller written notice thereof and Seller shall have […***…] to cure by fulfilling the Purchase Order. If Seller repeatedly (at least […***…]times in any rolling […***…] period) and materially fails to timely fulfill Purchase Orders, Buyer shall not be obligated to purchase NRProduct solely from Seller. 3.2Approved Products. Seller hereby agrees that Buyer shall be entitled to develop, manufacture, sell, promote, import, and distribute the ApprovedProducts using NR Product in the Field in the Territory during the Term. 3.3Exclusivity. Provided that Seller has not terminated exclusivity as permitted by this Agreement (including Seller’s rights to Reversion), Selleragrees that it shall not sell NR Product to any third party for use in Medical Nutrition in the Field in the Territory during the Term. In addition,Seller shall not sell Medical Nutrition products containing NR Product in the Field in the Territory during the Term. 3.4Co-Exclusivity. Provided that Seller has not terminated exclusivity as permitted by this Agreement (including Seller’s rights to Reversion),Seller agrees that it shall not sell NR Product to any third party for use in the manufacture of any third party product sold under a third partybrand in Functional Food and Beverages in the Field in the Territory during the Term (“Buyer’s Co-Exclusivity”). 3.4.1In order to maintain Buyer’s Co-Exclusivity: 3.4.1.1Buyer and Seller shall meet at the beginning of each quarter during calendar year 2019 to communicate regarding Buyer’s progresstowards commercialization. 3.4.1.2Buyer shall conduct Technical Feasibility product testing (including sensory panel testing) by […***…] on a Functional Food andBeverages Approved Product (the “Consumer Product Test Target”). If Buyer fails to achieve Buyer’s Technical Feasibility by theConsumer Product Test Target, Buyer shall notify Seller in writing no later than […***…]. If Seller provides Buyer written notice nolater than […***…] that Seller has achieved Seller’s Technical Feasibility after Buyer notifies Seller that Buyer failed to achieve Buyer’sTechnical Feasibility, then Seller shall have the option to terminate Buyer’s Co-Exclusivity upon […***…] written notice(“Seller’s Feasibility Failure Option”). 3.4.1.3Buyer must Launch the Approved Products in accordance with Section 3.6. If Buyer fails to comply with the Launch requirements anddeadlines, Seller shall have the option to exercise any of its rights to reversion and terminate Buyer’s Co-Exclusivity in accordance withthe terms of this Agreement. 3.4.1.4Buyer’s Co-Exclusivity shall cease without notice when Buyer is no longer required to remit Sales Fees pursuant to Section 4.3.3.2, atwhich time (i) there shall be no limitation on Seller’s ability to sell the NR Product and (ii) Buyer will no longer be subject to the AnnualMinimum Royalty requirements set forth in Section 4.3.3.4 of this Agreement. 3.4.2Buyer’s Co-Exclusivity does not prohibit Seller from selling products containing NR Product to consumers at any time and Buyeracknowledges that Seller will maintain all rights to sell products containing NR Product to consumers in Functional Food and Beverageswithout limitation. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-5-EXECUTION COPY 3.4.3Buyer’s Co-Exclusivity shall not include Functional Food and Beverages Extensions. As long as Buyer has the right to purchase NRProduct for use in Buyer’s development, manufacture, sale, promotion, importation, and distribution of Functional Food and Beverages in aSub-Territory, Buyer shall have the right (although not co-exclusive) to purchase NR Product for use in Buyer’s development, manufacture,sale, promotion, importation, and distribution of Functional Food and Beverages Extensions in the same Sub-Territory. The Parties herebyacknowledge that Seller is not prohibited from developing, manufacturing, or selling Functional Food and Beverages Extensionsequivalent products containing NR Product. 3.5Prior Existing Obligations. Notwithstanding Section 3.3 (Exclusivity) and Section 3.4 (Co-Exclusivity), prior to the Effective Date, Sellerentered into certain agreements to supply the NR Product or products containing NR Product to certain third parties (“Prior ExistingObligations”). A list of such Prior Existing Obligations are attached hereto as Exhibit D - Prior Existing Obligations (Exhibit D is herebyincorporated herein in full by this reference). Buyer agrees that Seller’s continued performance under the Prior Existing Obligations is not abreach of this Agreement, provided however that Seller shall use commercially reasonable efforts to terminate such Prior Existing Obligations assoon as legally possible. 3.6Regulatory Activities; Sub-Territory Reversion. 3.6.1Seller’s Regulatory Activities. Buyer and Seller acknowledge and agree that Seller is principally responsible for performing certainregulatory activities relating to the NR Product as set forth in this Section 3.6 and Seller agrees to proceed diligently, in good faith, andwithout delay (“Seller’s Regulatory Activities”). To the extent that any of Seller’s Regulatory Activities are required by applicablegovernmental regulators “Applicable Regulators”) in order for Buyer to launch an Approved Product in a specific Sub-Territory, Seller’sRegulatory Activities shall be conditions to Buyer’s launch (and any related payment) obligations for such Approved Products (on aproduct by product basis in each Approved Product Category). If Seller is unable to obtain regulatory approval from the ApplicableRegulators of any specific Approved Product as directed and recommended by Buyer, including dosage and regulatory categories set byBuyer, Buyer has the option to accept the Applicable Regulators’ decision and/or guidance or, within […***…] of Buyer’s receipt ofApplicable Regulators’ final decision and/or guidance with respect to a particular Approved Product in a Sub-Territory, reject it in writing.If Buyer accepts such final decision or guidance, Seller’s Regulatory Activities shall be deemed satisfied for the applicable ApprovedProduct in the applicable Sub-Territory. If Buyer rejects Applicable Regulators’ final decision and/or guidance with respect to a particularApproved Product in a Sub-Territory, Seller has the right to terminate all of Buyer’s rights to sell the applicable Approved Products in theapplicable Sub-Territory.3.6.1.1Functional Food and Beverages in United States. Buyer and Seller acknowledge that Seller has already obtained GRAS certification self-determination with successful FDA notification for certain Functional Food and Beverages, including vitamin waters, protein shakes,nutrition bars, gum, chews, and powdered beverages at a maximum level of 0.0057% by weight as consumed. Seller has successfullycompleted a New Dietary Ingredient Notification for nutritional drinks and meals to include NR use up to 300mg/day. Within […***…]of the execution of this Agreement, Seller will endeavor to obtain a GRAS self-determination without notice status for certain mutuallyagreed Functional Food and Beverages to include NR use up to 500mg/day; provided however that Buyer and Seller shall consider thedaily allowable dosage in light of intake products Buyer intends to Launch, it being acknowledged by Buyer that the more opportunitiesto intake NR Product, the lower the daily allowable usage may result.3.6.1.2Medical Nutrition in United States. Within […***…] after the execution of this Agreement, Seller will use commercially reasonableefforts to obtain a GRAS self-determination without notification status at 1,000mg/day based on the Martens and Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-6-EXECUTION COPY Dollerup studies. Within […***…] after the publication of the Washington Heart Study, anticipated to be completed by the end of […***…], Seller will use commercially reasonable efforts to obtain a GRAS self-determination without notice status at 2,000mg/day.3.6.1.3Outside United States. Buyer and Seller shall meet within […***…] of the Effective Date and periodically thereafter to arrive at amutually agreed upon schedule of Sub-Territories outside the United States for which Seller will submit regulatory approval dossiers (the“Schedule of International Markets”). Buyer and Seller acknowledge that Brazil, Canada, Europe and Australia are the initial Sub-Territories on the Schedule of International Markets. Buyer and Seller shall exchange information as appropriate to facilitate the parties’efforts to obtain regulatory approvals, which might include scientific information to help accelerate the process. 3.6.2Sub-Territory Reversion.3.6.2.1North America.3.6.2.1.1Functional Food and Beverages. If Buyer fails to Launch a Functional Food and Beverages Approved Product in North Americawithin […***…] of the Effective Date (the “NA Functional Food and Beverages Reversion Period”), all co-exclusivity rights ofBuyer with respect to North America for such Approved Product Category shall terminate and there shall be no limitation on Seller’sability to sell NR Product in North America in such Approved Product Category after such termination (the “NA Functional Foodand Beverages Reversion”).3.6.2.1.1.1Reversion; Termination. Buyer can avoid the NA Functional Food and Beverages Reversion and extend its co-exclusivity rights for[…***…] (the “NA FF&B Co-Exclusivity Extension”) if Buyer pays to Seller the equivalent of the Approved Product Launch Feefor Functional Food and Beverages for North America for such […***…] (the “NA FF&B Reversion Fee”). The NA FF&BReversion Fee must be received by Seller prior to the expiration of the NA Functional Food and Beverages Reversion Period in orderfor Buyer to exercise the NA FF&B Co-Exclusivity Extension. The NA FF&B Exclusivity Extension may be exercised only once. IfBuyer elects not to remit such NA FF&B Reversion Fee, Buyer’s co-exclusivity for Functional Food and Beverages in North Americashall terminate and Seller shall have the option to terminate all of Buyer’s rights to sell Functional Food and Beverages ApprovedProducts containing the NR Product within North America (the “NA FF&B Termination”) as its sole and exclusive remedy. Sellershall have […***…] after Buyer’s failure to pay the NA FF&B Reversion Fee to determine whether Seller is exercising the NA FF&BTermination. Seller shall provide the NA FF&B Termination notice in writing. 3.6.2.1.2Medical Nutrition. If Buyer does not Launch a Medical Nutrition Approved Product in North America within […***…] of theEffective Date (the “NA Medical Nutrition Reversion Period”), all exclusivity rights of Buyer with respect to North America forsuch Approved Product shall terminate and there shall be no limitation on Seller’s ability to sell NR Product into Medical Nutritionin North America after such termination (the “NA Medical Nutrition Reversion”).3.6.2.1.2.1Reversion; Termination. Buyer can avoid the NA Medical Nutrition Reversion and extend its exclusivity rights for […***…] (the“NA MN Exclusivity Extension”) if Buyer pays to Seller the equivalent of the Approved Product Launch Fee for Medical Nutritionfor North America for such […***…] (the “NA MN Reversion Fee”). The NA MN Reversion Fee must be received by Seller prior tothe expiration of the NA Medical Nutrition Reversion Period in order for Buyer to exercise the NA MN Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-7-EXECUTION COPY Exclusivity Extension. The NA MN Exclusivity Extension may be exercised only once. If Buyer elects not to remit such NA MNReversion Fee, Buyer’s exclusivity for Medical Nutrition in North America shall terminate and Seller shall have the option toterminate all of Buyer’s rights to sell Medical Nutrition Approved Products containing the NR Product within North America (the“NA MN Termination”) as its sole and exclusive remedy. Seller shall have […***…] after Buyer’s failure to pay the NA MNReversion Fee to determine whether Seller is exercising the NA MN Termination. Seller shall provide the NA MN Termination noticein writing. 3.6.2.1.3The NA Functional Food and Beverages Reversion Period and the NA Medical Nutrition Reversion Period shall be collectivelyreferred to herein as the “NA Reversion Period” and the NA Functional Food and Beverages Reversion and the NA MedicalNutrition Reversion shall be collectively referred to herein as the “NA Reversion”. 3.6.2.2International. If Buyer does not Launch an Approved Product in an Approved Product Category in Europe, Latin America and/or AsiaPacific within […***…] of the Effective Date (the “Sub-Territory Reversion Period”), all co-exclusivity rights in Functional Food andBeverages and all exclusivity rights in Medical Nutrition with respect to the relevant Sub-Territory shall terminate and there shall be nolimitation on Seller’s ability to sell NR Product in the relevant Sub-Territory in such Approved Product Category after such termination(the “Sub-Territory Reversion”).3.6.2.2.1.1Reversion; Termination. Buyer can avoid the Sub-Territory Reversion and extend its co-exclusivity or exclusivity rights, asapplicable, for […***…] (the “Sub-Territory Extension”) if Buyer pays to Seller the equivalent of the Approved Product LaunchFee per Approved Product Category for the relevant Sub-Territory for such […***…] (the “Sub-Territory Reversion Fee”). TheSub-Territory Reversion Fee must be received by Seller prior to the expiration of the Sub-Territory Reversion Period in order forBuyer to exercise the Sub-Territory Extension. The Sub-Territory Extension may be exercised only once. If Buyer elects not to remitsuch Sub-Territory Reversion Fee, Buyer’s co-exclusivity rights for Functional Food and Beverages and its exclusivity rights forMedical Nutrition shall terminate in the relevant Sub-Territory and Seller shall have the option to terminate all of Buyer’s rights tosell the Approved Products containing the NR Product within the relevant Category and Sub-Territory (the “Sub-TerritoryTermination”) as its sole and exclusive remedy. Seller shall have […***…] after Buyer’s failure to pay the Sub-Territory ReversionFee to determine whether Seller is exercising the Sub-Territory Termination. Seller shall provide the Sub-Territory Terminationnotice in writing.3.6.2.3The NA Reversion and Sub-Territory Reversion shall collectively be referred to herein as the “Reversions.” The NA FF&B ReversionFee, NA MN Reversion Fee and Sub-Territory Reversion Fee shall collectively be referred to herein as the “Reversion Fees”.3.7Reservation of Rights. Other than the specifically enumerated, limited exclusivity and co-exclusivity rights sets forth in this Agreement,Seller is entitled to develop, manufacture, sell, promote, import, and distribute any items, products, materials, and rights in its solediscretion. Any rights not specifically granted to Buyer are hereby reserved to Seller.3.8Recall and Termination Under A Recall. If any Approved Products are at any point during the Term subject to a Class I product recall andare likely to cause serious health problems or death requiring notification by the USFDA, ChromaDex has the right to direct Buyer torefrain from selling or distributing the affected Approved Products until the situation is resolved to ChromaDex’s reasonable satisfaction,and without liability to NHSc therefor. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-8-EXECUTION COPY 4.Ordering, Purchase Price and Payment. 4.1Forecasts. Buyer shall provide to Seller a good faith projection or estimate of the quantity of NR Products that Buyer may order each month for a[…***…] period (the “Forecast”). The first […***…] of the Forecast shall be binding (the “Binding Forecast”) and reflected in the PurchaseOrder (defined below) with the remaining […***…] constituting a rolling Forecast which shall be an estimate only of Buyer’s productionrequirements and not a firm order for the NR Products. Seller will maintain sufficient inventory and manufacturing capacity to produce up to […***…] percent ([…***…]%) of Buyer’s estimated purchases for the Forecast period. 4.2Purchase Orders. Buyer agrees to submit to Seller a binding purchase order, which will specify, among other things, (i) the quantity of NRProduct ordered and (ii) the delivery date (the “Purchase Order”) at least […***…] in advance of any required NR Product delivery date. AllNR Product will be made available for pick up at Seller’s designated facility (“Seller’s Facility”). Each Purchase Order will not vary by morethan […***…] percent ([…***…]%) from the applicable Binding Forecast. Any terms contained in any Purchase Order which are inconsistentwith the terms of this Agreement, shall be excluded and are of no force and effect. In the event of a conflict between the terms of thisAgreement and a Purchase Order, the terms of this Agreement shall prevail. Seller shall confirm to Buyer the receipt of each Purchase Orderwithin […***…] after receipt and provide to Buyer the dates by which Seller will deliver the NR Products to Seller’s Facility. Legally bindingobligations for the purchase of NR Products will be created when Buyer submits the Binding Forecast. Seller will fulfill Purchase Orders withinthe requested timeframe (barring any Force Majeure Events). The minimum purchase order quantity shall be […***…]kg and minimum packsize shall be […***…]kg. The NR Product shall have a minimum remaining shelf life of […***…] upon availability at Seller’s Facility. 4.3Purchase Price. Buyer shall pay to Seller the following Fees: 4.3.1Exclusivity Fee. In exchange for the exclusivity and co-exclusivity set forth in this Agreement, Buyer shall pay to Seller within […***…]of the Effective Date a one-time, non-refundable payment of Four Million United States Dollars (US$4,000,000.00) (the “Exclusivity Fee”). 4.3.2Approved Product Launch Fees. Following the Launch of the first Approved Product in the respective Approved Product Category in acountry in the respective Sub-Territory, Buyer shall pay to Seller within […***…] following the relevant Launch a one-time, non-refundable payment in the amounts set forth below (“Approved Product Launch Fees”): Approved ProductNorth AmericaEuropeLatin AmericaAsia Pacific Functional Food and BeveragesUS$[…***…]US$[…***…]US$[…***…]US$[…***…]Medical NutritionUS$[…***…]US$[…***…]US$[…***…]US$[…***…] For the avoidance of doubt, Approved Product Launch Fees are only payable once per Approved Product Category and Sub-Territory, i.e.the maximum Approved Product Launch Fees under this Agreement in the event the Buyer launches one or several Approved MedicalNutrition product and one or several Approved Functional Foods and Beverages product in each Sub-Territory is maximumUS$6,000,000.00. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-9-EXECUTION COPY 4.3.2.1The Reversion Fees are separate and apart from the Approved Product Launch Fees and payment of a Reversion Fee, if any, shall not beapplicable against the Approved Product Launch Fees. The Approved Product Launch Fees shall not be applicable against theExclusivity Fee, any Sales Fees (defined below), or any Annual Minimum Royalty. 4.3.3NR Product Fees. The purchase price of the NR Product purchased by Buyer from Seller pursuant to the Purchase Orders shall becalculated as follows: 4.3.3.1[…***…] United States Dollars per kilogram (US$[…***…]/kg) for purchase orders placed in 2018 and 2019 (the “KG Price”). The KGPrice for future years will be mutually determined by the Parties and agreed to in advance in writing by both parties; plus 4.3.3.2A percent of the Net Sales of Approved Products sold by Buyer as set forth below (the “Sales Fees”) (for purposes of clarification, thisis for all Approved Products and not per Approved Product Category) : Cumulative worldwide Annual Net Sales: Sales Fee: […***…] […***…] Percent ([…***…]%) […***…] […***…] Percent ([…***…]%) […***…] […***…] Percent ([…***…]%) […***…] […***…] Percent ([…***…]%) […***…] […***…] Percent ([…***…]%) […***…] […***…] Percent ([…***…]%) 4.3.3.3The Sales Fees will be calculated based on cumulative worldwide gross Net Sales per each calendar year. The first calendar year of theAgreement shall be deemed to be the Effective Date through December 31, 2019. Thereafter, each calendar year shall commence onJanuary 1st and end on December 31st. 4.3.3.4Commencing twenty four (24) months after Buyer has Launched an Approved Product in the relevant category (“Royalty Year 1”),Buyer will pay Seller the following minimum royalties on an annual basis for such Approved Product Category as indicated below (the"Annual Minimum Royalty"): Royalty Year* Functional Food and Beverages Category: Annual MinimumRoyalty Medical Nutrition Category: Annual MinimumRoyalty […***…] […***…] […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-10-EXECUTION COPY […***… ] […***…] […***…] * The Annual Minimum Royalty shall be prorated for any partial calendar year. 4.3.3.5Sales Fees shall be due quarterly and shall be payable within […***…] of Buyer’s receipt of an invoice from Seller reflecting the SalesFee amount set forth in the sales report for such period submitted by Buyer pursuant to Section 5.2 of this Agreement.4.3.3.6Sales Fees payable on Net Sales of Approved Products will be applicable against and offset only against the Annual Minimum Royalty. Ifthe total Sales Fees for any calendar year exceed the combined Annual Minimum Royalty due for all Approved Product Categories inwhich an Approved Product has been launched, no additional Annual Minimum Royalty shall be due for that calendar year.4.3.3.7In the event that the Sales Fees are less than the Annual Minimum Royalties, Buyer shall pay the difference between the total AnnualMinimum Royalty in all Approved Product Categories in which an Approved Product has been launched combined less the amount ofSales Fees received by Seller for the relevant calendar year (the “Sales Fee True Up”). The Sales Fee True Up shall be paid within […***…] of the end of relevant calendar year. In the event that Buyer does not pay Seller the Annual Minimum Royalty in a particularcalendar year, Buyer will lose all exclusivity and co-exclusivity rights with respect to NR Product, products containing NR Product, anduses thereof and Seller shall have the option to terminate all of Buyer’s rights to sell the Approved Products in the Sub-Territory forwhich the Annual Minimum Royalty was not paid (“Annual Minimum Royalty Termination”).4.3.3.8The Sales Fees set forth in clause 4.3.3.2 above will be reduced by an amount equal to […***…] percent ([…***…]%) of such Sales Feeswith respect to an Approved Product in each country in the Territory if for the applicable calendar quarter there is a product that (a)contains NR and (b) is either (i) a Functional Food or (ii) a Medical Nutrition product, has been approved by the applicable regulatoryauthority and is being sold in such country by a Third Party (a “Competing Product”). Notwithstanding the foregoing, such […***…]percent ([…***…]%) reduction to the Sales Fees will not apply if and for so long as unit sales of Competing Products in such country arelower than (i) […***…] percent ([…***…]%) of the units of Buyer’s sales in the corresponding period in such country or (ii) […***…]percent ([…***…]%) of the units of Buyer’s sales in the corresponding period in such country if Seller has brought an action in a court ofcompetent jurisdiction challenging such Competing Product. No Annual Minimum Royalties or Sales Fees on the Net Sales of ApprovedProducts sold by Seller to Buyer are due with respect to any given Sub-Territory after the expiration, final invalidation or abandonmentof all of Seller’s applicable issued patents and applicable filed patent applications for the NR Product in such Sub-Territory, or whenSeller no longer has the right to sell the NR Product in such Sub-Territory. 4.3.3.9The KG Price shall be due […***…] after the date of shipment of NR Product based on each Purchase Order (and corresponding withSeller’s invoice date). The Sales Fees shall be due within […***…] after the last day of each calendar quarter. In the event that, after firstsale of an Approved Product, there are no sales made during a given calendar quarter, Buyer shall provide ChromaDex with a statementwithin […***…] after the last day of such quarter reporting that no sales were made during such quarter. 4.3.3.10 In the event Buyer, via benchmarking, can demonstrate a gap between the price beingcharged by Seller and the competition or market price, or the price movement and the market price movement, for NR Products incomparable quality and quantity, Buyer and Seller will meet to discuss ways to remedy the situation. Further the Seller agrees not to sellor supply NR Products to any third party at a price lower than the applicable price charged to Buyer for the same volume of NR Products. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-11-EXECUTION COPY 4.4Payments.4.4.1Late Payments. Failure to make prompt and full payment of undisputed amounts hereunder constitutes a material breach of this Agreementand to take the measures as set forth in Section 15.2 of this Agreement. Buyer has no right of setoff. If full payment is not made when due,Seller shall be entitled to interest on any amount unpaid at the rate of […***…] percent ([…***…]%) per […***…] or the maximum ratepermissible by applicable law until Seller receives payment in full. In addition, if any amount payable to Seller is not received by Sellerwithin […***…] of the due date, Buyer agrees to reimburse Seller for any and all commercially reasonable out-of-pocket expenses Sellermay incur, including reasonable attorneys' fees, in taking any action to obtain such overdue payments contemplated by this Section. 4.4.2Method of Payment. All payments under this Agreement should be made payable to "ChromaDex, Inc." and sent via wire transfer asindicated below. Each payment should reference this Agreement and identify the obligation under this Agreement that the paymentsatisfies. Buyer shall remit payment to the following account (or such other accounts(s) as ChromaDex may specify in writing): ChromaDex, Inc.Attention: […***…]Account # […***…]ABA#: […***…]Bank: […***…]Address: […***…]Address: […***…] Remittance detail for wiretransfers must also be sent eitherby fax or e-mail to:Fax: […***…], Attention:[…***…]E-mail: […***…] 4.4.3Payments in U.S. Dollars. All payments due under this Agreement shall be drawn on a United States bank and shall be payable in UnitedStates dollars. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reportedin the Wall Street Journal) on the last working day of the calendar quarter of the applicable Reporting Period. Such payments shall bewithout deduction of exchange, collection, or other charges, and, specifically, without deduction of withholding or similar taxes or othergovernment imposed fees or taxes, except as permitted in the definition of Net Selling Price. 5.REPORTS AND RECORDS. 5.1 Progress Reports. 5.1.1Within […***…] after the Effective Date (and an updated version […***…] thereafter), Buyer shall furnish ChromaDex with a high levelresearch and development plan describing the major tasks to be achieved in order to bring to market an Approved Product (includingupdates and progress and regulatory milestones achieved for the prior report). Such plans can be written or consist of conversationsbetween NHSc and ChromaDex’s scientific and project management representatives. 5.1.2Before First Commercial Sale. Prior to the first Launch of the first Approved Product, Buyer shall deliver reports to ChromaDex […***…],within […***…] of the end of each […***…], containing reasonably detailed high level information concerning Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-12-EXECUTION COPY the immediately preceding […***…], regarding Buyer’s progress towards commercialization including, but not limited to, progresstowards regulatory approvals. In addition, Seller will provide Buyer with […***…] updates on status and progress of the Seller RegulatoryObligations and any related regulatory approvals that Seller is undertaking that may impact Buyer’s launch plans for each territory. 5.1.3 Upon First Commercial Sale of an Approved Product. Buyer shall report to ChromaDex the date of first commercial sale of each ApprovedProduct in each Sub-Territory within […***…] of occurrence.5.2Sales Reports. 5.2.1After the first commercial sale of each Approved Product, Buyer shall deliver reports to ChromaDex within […***…] of the end of eachReporting Period, containing information concerning the immediately preceding Reporting Period.5.2.2Each report delivered by Buyer to ChromaDex shall contain sufficient detail to permit confirmation of the accuracy of the Sales Fee forsuch period, including the following information for the immediately preceding Reporting Period only to the extent that such informationmay be applicable to such Reporting Period and shall be in a form as mutually agreed by the parties:(i)the number of Approved Products sold by Buyer and its Affiliates to independent third parties in each Sub-Territory of the Territory;(ii)the Gross Sales Price charged by Buyer and its Affiliates for each Approved Product in each Sub-Territory of the Territory (for the totalGross Sales Price of each Approved Product sold by Buyer);(iii)calculation of Net Sales for each Approved Product for the applicable Reporting Period in each Sub-Territory of the Territory, including alisting of Allowable Deductions and allowed taxes; and(iv)total Sales Fee due in U.S. dollars, together with the exchange rates used for conversion.5.3Records, Audit, and Payment. Buyer shall maintain, and shall cause its Affiliates if and as applicable, to maintain, complete and accuraterecords relating to the rights and obligations under this Agreement and any amounts payable to ChromaDex in relation to this Agreement,which records shall contain sufficiently clear and detailed information to permit ChromaDex to confirm the accuracy of any reports deliveredto ChromaDex and compliance in all other respects with this Agreement. The relevant party shall retain such records for at least […***…]following the end of the calendar year to which they pertain, during which time ChromaDex, or ChromaDex's appointed agents, shall have theright, at ChromaDex's expense, to inspect such records during normal business hours to verify any reports and payments made or compliancein all other respects under this Agreement. Requests for an audit shall be made in writing. The audit shall occur within […***…] after receiptof such written request. In the event that any audit performed under this Section reveals an underpayment in excess of […***…] Dollars ($[…***…]), Buyer shall bear the full reasonable cost of such audit and shall correct any errors and omissions disclosed by such audit and remitany amounts due to ChromaDex within […***…] of receiving notice thereof from ChromaDex. 6.Taxes and Import Duties. The KG Price does not include federal taxes, state or local sales taxes, use taxes, occupational taxes or import duties, all ofwhich are the obligation of Buyer. Unless prohibited by law, Buyer is responsible for and shall pay all applicable sales, use, occupational, excise, valueadded or other similar taxes or import duties applicable to the manufacture, sale, price, delivery or use of the NR Product provided by Seller, or in lieuthereof, Buyer shall provide Seller with a tax-exemption certificate acceptable to and considered valid by the applicable taxing authorities. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-13-EXECUTION COPY 7.Delivery and Risk of Loss. Shipping terms for the Products are FOB Seller’s Facility. Seller shall bear all risk of loss or damage to NR Products until theNR Products are tendered to Buyer or its carrier for shipment at Seller’s Facility. Seller shall also assume full responsibility for any loss or damage to NRProducts in the care, custody, or control of Seller until such time as title to the NR Product passes. Title shall pass at the time the NR Products aretendered to Buyer or its carrier for shipment at Seller’s Facility. At such time as title passes Buyer shall be fully responsible and shall hold Seller harmlessfor and assume all risk for any loss, destruction, or damage to the NR Product. Seller reserves the right to pack orders in the most economical manner,provided that this does not result in increased risk of loss of the NR Product. However, where Buyer requests special packaging or shipping, anyadditional cost will be billed to and be the responsibility of Buyer. Buyer acknowledges that, subject to Section 9 of this Agreement, Seller cannotaccept returns, unless they do not meet the applicable Specifications or are otherwise defective and Seller is notified in writing within […***…] of thedelivery date of such defect or failure to meet applicable Specifications. 8.Delivery Delays. Seller shall use commercially reasonable efforts to make the NR Products available to Buyer on or before the delivery date set forth inthe relevant Purchase Order. Delivery dates and estimates are, however, subject to Force Majeure Events. Once the NR Products are available for Buyer’spick up, Buyer shall pick up and remove the NR Products promptly from Seller’s Facility, however in no event shall Buyer delay or defer pick up formore than […***…]. 9.Rejection and Revocation of Acceptance. Any rejection or revocation of acceptance of NR Product by Buyer that is based on initial inspection of theNR Product must be made within […***…] of delivery of NR Product to Buyer. All shipments of NR Product shall be tested and inspected by Buyerduring such […***…] period. Rejection or revocation of acceptance of NR Product by Buyer shall be based the failure of NR Product to conform to theSpecifications or any other representation, warranty or obligation set forth in this Agreement (including the exhibits hereto) in any material respect. Anyattempted rejection or revocation of acceptance of such NR Product made thereafter shall be null and void except for any latent defects that Buyer didnot detect after a reasonable initial inspection and acceptance. Each shipment hereunder is to be regarded as a separate and independent sale. 10.Obligations. 10.1The identities of Seller’s suppliers are a proprietary trade secret of Seller. All information regarding Seller’s suppliers and their quality standardsreleased to Buyer shall be kept strictly confidential in accordance with the requirements herein. Buyer acknowledges and agrees that Buyer willnot contact ChromaDex's supplier(s) in connection with the manufacture, distribution, purchase, pricing, or sale of NR, NR Product, or any otherNR or NR Product precursor or otherwise as indicated in further detail in the Non-Solicitation, Non-Competition, and Non-Circumventionprovision herein.10.2Buyer shall not sell Approved Product other than in the Field in the Territory10.3Approved Product must contain a minimum of […***…]mg of NR Product per serving (unless Buyer and Seller agree otherwise in advance inwriting) and comply with the New Dietary Ingredient (NDI) Notifications submitted by Seller to the FDA on August 20, 2015 and filed by theFDA on November 3, 2015 and submitted by Seller to the FDA on December 27, 2017 and filed by the FDA on March 7, 2018.10.4Buyer may not re-sell or re-ship the NR Product to a third party (other than an Affiliate or a co-manufacturer appointed by Buyer) in bulk rawmaterial form, unless expressly authorized to do so in advance in writing by Seller.10.5For U.S. distribution, on or in labels, packaging, advertising, promotional materials or Internet communications for Buyer’s Approved Product,Buyer will only make claims that in Buyer’s commercially reasonable assessment are substantiated by competent and reliable scientificevidence, and are in compliance with all applicable laws, rules, statutes, and regulations. Buyer will not misrepresent on product labels theamount, quantity or level of the NR Product contained in the Approved Product. Buyer hereby guarantees compliance with the requirements ofthis Section 10, specifically including compliance with current Good Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-14-EXECUTION COPY Manufacturing Practices as set forth in 21 CFR Section 111 and other relevant rules, regulations, statutes, and laws. In the event that currentlabeling, packaging or formulations of the Approved Product do not comply with the requirements of this Section 10, Buyer will promptlyrectify all nonconforming Approved Product in a manner reasonably acceptable to Seller and at Buyer’s sole cost and expense.10.6Patent Marking. During the Term, Buyer will ensure proper patent marking on all Approved Product. All Approved Product shall be marked asnegotiated and agreed upon by the parties in good faith.10.7Trademark Marking. During the Term, Buyer will ensure proper trademark marking on all Approved Product that includes a ChromaDexTrademark as set forth in this Agreement. 11.ChromaDex Trademarks. Provided that Buyer is not in material breach of this Agreement, ChromaDex hereby grants Buyer a fully paid-up, royalty-free, non-exclusive, non-sublicensable (other than to its Affiliates) right and license to use the ChromaDex Trademarks only as provided below:11.1Buyer agrees to use the ChromaDex Trademarks in accordance with this Section, and in accordance with ChromaDex’s Brand UsageGuidelines. The parties shall negotiate and agree upon in good faith the display (prominence and location) of the ChromaDex Trademarks onApproved Product labels and marketing materials.11.2For the avoidance of doubt, ChromaDex rights in accordance with this Section are limited to solely the right to review if the ChromaDexTrademarks are being used by Buyer in accordance with this Agreement. ChromaDex has no right to control the content of any promotionalmaterial.11.3Buyer agrees to include the ChromaDex Trademark “TRU NIAGEN® on the product packaging (with the exception of small product formats likesachets). Any use of the ChromaDex Trademarks and other proprietary markings and notices of ChromaDex by Buyer shall be consistent withChromaDex’s Brand Usage Guidelines.11.4All use of ChromaDex Trademarks and any related goodwill will all inure to ChromaDex’s benefit.11.5Any use of the ChromaDex Trademarks by Buyer outside the scope of ChromaDex’s Brand Usage Guidelines or any use of the ChromaDexTrademarks that are not used for labeling, packaging, marketing and advertising of the Approved Products in the ordinary course (e.g. pressreleases) require the prior written approval of Seller.11.6Subject to the limitations set forth above, Buyer agrees to abide by ChromaDex’s reasonable written ChromaDex Brand Usage Guidelines asissued and provided to Buyer from time to time. In any case where the ChromaDex Trademarks are not used in compliance with ChromaDex’strademark policies, Buyer will as soon as reasonably commercially practical correct the non-compliance and submit samples of compliant use toChromaDex for prior written approval.11.7The Approved Products will be marketed by Buyer under a trade name or trademark to be determined by Buyer in its sole discretion, subject tothe obligation that Buyer will not use confusingly similar marks or trade dress as compared to the ChromaDex Trademarks (and ChromaDex alsoagrees not to use confusingly similar marks or trade dress as compared to Buyer trademarks or trade dress).11.8ChromaDex has the right to supervise the Buyer’s use of the ChromaDex Trademarks with respect to the nature and quality of the ApprovedProducts to ensure that any such trademarks are used by Buyer pursuant to this Agreement. During the Term, without limitation, Buyer agrees touse the ChromaDex Trademarks on and only in connection with the Approved Products in strict accordance with this Agreement.11.9Buyer agrees to always use a ChromaDex Trademark accompanied by an appropriate noun as shown in ChromaDex’s Brand Usage Guidelines.Buyer further agrees that Buyer shall not use any ChromaDex Trademarks as a noun and that Buyer shall not pluralize, make possessive,abbreviate, or join any ChromaDex Trademark to other words, symbols, or numbers, either as one word or with a hyphen.11.10Buyer shall always use the proper spelling and the proper trademark symbol for the ChromaDex Trademarks in accordance with ChromaDex’sBrand Usage Guidelines. Buyer's and Seller's Initials /s/ CK /s/ RF -15-EXECUTION COPY 11.11Buyer shall attribute ownership of all ChromaDex Trademarks to ChromaDex by using the TM, SM, or ® symbol (as indicated in ChromaDex’sBrand Usage Guidelines) and by using the trademark attribution on all marketing and collateral materials for the Approved Product as indicatedin ChromaDex’s Brand Usage Guidelines or as otherwise mutually agreed in writing by the Parties. For the trademark symbol, the superscript orsubscript mode is preferred, but if it is not available, use parentheses: (TM), (SM) or (R).11.12Buyer may not incorporate Buyer’s and/or any other third party mark into any ChromaDex Trademark nor may Buyer integrate any ChromaDexTrademark into any of Buyer’s own trademarks, logos, or designs. Buyer shall not alter, make puns on, or modify the ChromaDex Trademarks inany way, nor may Buyer use and/or adopt any marks or logos that are confusingly similar to or that dilute any ChromaDex Trademarks.11.13Buyer shall not use any ChromaDex Trademark in any manner that creates confusion as to the source, sponsorship, or association of Buyer’sproducts and/or site or facility with ChromaDex or, that in any way indicates to the public that Buyer is a division or Affiliate, or franchisee ofChromaDex or otherwise related to ChromaDex. Buyer may not use or display any ChromaDex Trademarks on Buyer’s invoices, bills, shippingmemos, and/or letterhead, and Buyer may not incorporate any ChromaDex Trademarks into any company name or product name.11.14Buyer shall not re-use, copy, modify, and/or counterfeit packaging associated with any ChromaDex product. To do so will constitute a materialbreach of this Agreement and ChromaDex shall have the right to terminate this Agreement. ChromaDex further reserves all rights to pursue anyand all remedies available to it as a result of Buyer’s selling and/or manufacturing any remarked, counterfeited, copied, re-used, modifiedChromaDex Trademark, ChromaDex product, and/or ChromaDex product packaging.11.15Buyer shall not use any ChromaDex Trademarks on any promotional material created by Buyer in close proximity to non- Approved Productsunless it is completely clear that the ChromaDex Trademark is being used and associated solely with the appropriate Approved Product. Buyeragrees to take all steps necessary to avoid creating the false impression that ChromaDex is in any way the source, sponsor, or licensor of anyproduct that is not an Approved Product.11.16Buyer shall not use or display any ChromaDex Trademarks in any manner that may disparage ChromaDex, its products or services, or forpromotional goods or for products which, in ChromaDex’s sole discretion may diminish or otherwise damage ChromaDex’s goodwill in anyChromaDex Trademarks, including but not limited to, uses which could be deemed to be obscene, pornographic, excessively violent, orotherwise in poor taste or unlawful, or which purpose is to encourage unlawful activities.11.17Notwithstanding any of the foregoing, Buyer is not prohibited from making textual, non-logo use in advertising, promotional materials, andinvoices of ChromaDex product names to refer to ChromaDex products that Buyer is selling, so long as such product names are used properly astrademarks with the appropriate trademark symbol and attribution legend as required by ChromaDex’s Brand Usage Guidelines.11.18All Approved Product shall conform with the requirements herein, including, but not limited to, ChromaDex’s Brand Usage Guidelines.Approved Product labels must be submitted to Seller prior to launch and approved by Seller in advance in writing as to the use of ChromaDex’sTrademarks. Seller will not unreasonably withhold approval. If Seller does not reject a submitted label within […***…], such label is deemedaccepted. Seller shall indicate to Buyer Seller’s reasons for withholding approval which must be consistent with the requirements set forth inthis Agreement. Buyer at Buyer’s sole cost and expense shall ensure all Approved Product labels meet all applicable laws, rules, statutes, andregulations and all of Seller’s requirements for approval set forth in this Agreement. 12.Buyer Diligence Obligations. Buyer shall use commercially reasonable diligent efforts, or shall cause its Affiliates to use commercially reasonablediligent efforts, to develop Approved Products and to introduce Approved Products into the commercial market; thereafter, Buyer or its Affiliates shallmake Approved Products reasonably available to the public. Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-16-EXECUTION COPY 13.NR Trade Secret Use. In connection with the rights granted herein, Buyer needs access to certain clinical and non-clinical data, agreements, and know-how with respect to NR, NR Product, and uses thereof (collectively the “NR Trade Secrets”). Buyer acknowledges that as between Buyer and Seller,Seller owns all right, title and interest in and to the NR Trade Secrets. Neither Buyer nor any of its Affiliates will contest Seller’s sole ownership andcontrol over the NR Trade Secrets. Seller hereby agrees to make certain current and future NR Trade Secrets, in Seller’s sole discretion, available to Buyersolely for Buyer’s use to develop, manufacture and sell the Approved Products (the “Disclosure Purpose”). Except for the Disclosure Purpose, Buyerhereby agrees that Buyer shall not use or disclose the NR Trade Secrets. Buyer shall be entitled to share portions of the NR Trade Secrets with itsAffiliates on a need to know basis provided that such Affiliates sign a confidentiality and non-disclosure agreement at least as restrictive as thisAgreement. Upon expiration or earlier termination of this Agreement for any reason, Buyer and its Affiliates shall immediately cease use of all NR TradeSecrets and shall return all copies in any form (digital or otherwise) of the NR Trade Secrets to Seller within […***…] of Seller’s request, and neitherBuyer nor its Affiliates shall maintain any copies of any NR Trade Secrets. 14.Right of First Negotiation. In the event that ChromaDex, in its sole discretion, decides to exclusively license or sell substantially all assets related to theNR Product in the dietary supplement category (the “Divesting Assets”), ChromaDex shall advise Buyer and Buyer shall have a right of first negotiationfor a period of […***…] to acquire the Divesting Assets under terms and conditions to be negotiated in good faith by the Parties. If after […***…] theParties are unable to reach mutually agreeable terms and conditions, ChromaDex shall have the ability to sell or license the Divesting Assets in its solediscretion to a third party. 15.Term and Termination. 15.1Term. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall remain in full force andeffect (the “Term”). For purposes of clarification, the Sales Fee and exclusivity and Buyer’s Co-Exclusivity (unless such exclusivity and/orBuyer’s Co-Exclusivity have been previously terminated pursuant to the terms hereof) shall terminate upon the expiration of the last relevantclaim of ChromaDex’s applicable issued patents and applicable filed patents for the NR Product. Such applicable issued patents and applicablefiled patents for the NR Product are as indicated on Exhibit F – Applicable Issued Patents and Applicable Filed Patents for the NR Product (asmay be amended by ChromaDex from time to time) (Exhibit F is hereby incorporated herein in full by this reference)15.2Termination. This Agreement may be terminated by: (i) a Party for cause if the other Party commits a material breach of this Agreement and doesnot cure such breach within thirty (30) days following such Party’s receipt of written notice reasonably detailing such breach from the non-breaching Party; (ii) a Party immediately upon the giving of written notice if the other Party files a petition for bankruptcy, is adjudicatedbankrupt, takes advantage of the insolvency laws of any state, territory or country, or has a receiver, trustee, or other court officer appointed forits property; or, (iii) a Party if a Force Majeure Event (as described in Section 20 of this Agreement) with respect to the other Party shall havecontinued for ninety (90) days or is reasonably expected to continue for more than one hundred eighty (180) days.15.3Buyer’s Further Termination Rights. Buyer shall have the right to terminate this Agreement under the following circumstance:15.3.1Buyer may terminate this Agreement if Buyer’s Technical Feasibility in desired food forms is not achieved by December 31, 2019 byproviding Seller sixty (60) days advanced written notice;15.3.2After the first anniversary of this Agreement until the twenty-fourth (24th) month after the Launch of the first Approved Product in eachProduct Category, Buyer may terminate this Agreement as to one or both Product Categories upon the payment of the Termination Fee forthe terminated Product Category, which shall be paid promptly following Seller’s receipt of the termination notice; Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-17-EXECUTION COPY 15.3.3After the twenty-fifth (25th) month of the Launch of the first Approved Product, Buyer may terminate this Agreement with twelve (12)months advance written notice. No Termination Fee shall be due.15.3.4The “Termination Fee” shall be Five Hundred Thousand Dollars (US$500,000) for each Product Category terminated, with a cap of OneMillion Dollars (US$1,000,000).15.3.5ChromaDex will receive monthly updates on Buyer’s Technical Feasibility progress and other technical data from Buyer as further detailedin the Reports and Records Section herein and will offer reasonable assistance to Buyer in solving technical development issues as theyarise. Seller shall have no obligation to reimburse Buyer any amounts already due and owing and/or paid under this Agreement in the eventof a termination by Buyer pursuant to Section 15.3 of this Agreement. 15.4Effect of Termination. 15.4.1Survival. Any payment obligation of Buyer, Buyer’s obligations under Sections 13, 16.2, 17, 18, 21, and 22-37, and any other term of thisAgreement that by their nature are meant to survive the termination of this Agreement, including all provisions that contemplatecontinuing effectiveness, including, without limitation, any term regarding warranty disclaimer, limitations of liability, indemnification,intellectual property rights, governing law/venue/prevailing party and general terms, shall so survive any termination of this Agreement.15.4.2Inventory. Upon the early termination of this Agreement, Buyer and its Affiliates may complete and sell any work-in-progress andinventory of Approved Products that exist as of the effective date of termination (unless termination is based on cause or a breach by Buyerof ChromaDex’s intellectual property rights or Buyer’s confidentiality rights herein), provided that (i) Buyer pays Seller the applicableroyalty on the Net Sales or other amounts due on such sales of Approved Products in accordance with the terms and conditions of thisAgreement, and (ii) Buyer and its Affiliates shall complete and sell all work-in-progress and inventory of Approved Products within […***…] after the effective date of termination.15.4.3Pre-termination Obligations. In no event shall termination of this Agreement release Buyer or its Affiliates from the obligation to pay anyamounts that became due on or before the effective date of termination.15.4.4Buyer’s Post-Termination Obligations. After the termination hereof and Buyer’s exercise of the rights granted herein in the InventorySection above, Buyer shall have no further rights to use the NR Product, sell Approved Product, or use any of the other rights granted toBuyer herein (including, but not limited to rights to the ChromaDex Trademarks and ChromaDex Trade Secrets). Buyer shall further returnto ChromaDex all of ChromaDex’s Confidential Information (as defined herein). 16.Representations And Warranties. 16.1Seller’s Representations and Warranties. Seller expressly represents and warrants that:(a) It has all necessary legal capacity, right, power, and authority to enter into, execute, deliver, and be bound by this Agreement and that theexecution and delivery of this Agreement and the performance by Seller of Seller’s obligations under this Agreement, do not breach, and shallnot result in a breach or violation of, any agreement to which Seller is a party or by which Seller is bound.(b) Seller is the owner of all or has the right to (i) license Buyer the rights to use the ChromaDex Trademarks and NR Trade Secrets asspecifically set forth in this Agreement, and (ii) grant Buyer the rights to develop, manufacture, and sell the Approved Products using thepatents listed in Exhibit F on the terms set forth in this Agreement; Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-18-EXECUTION COPY (c) All patents that are necessary for Buyer to use the NR Product to be supplied to Buyer in the development, manufacture, promotion,importation, marketing, distribution and sale of Approved Products are set forth in Exhibit F;(d) Seller has not received any notice regarding the NR Product, including written notice, alleging any infringement by Seller of any intellectualproperty rights of a third party;(e) To the best of Seller’s knowledge after due diligence and reasonable investigation, neither Seller, its Affiliates or any person employedthereby directly in the performance of Seller’s obligations under this Agreement has been debarred under Section 306(a) or (b) of the FederalFood, Drug and Cosmetic Act, and no debarred person will in the future by employed by Seller. If, at any time after execution of this Agreement,Seller becomes aware that Seller, any of its Affiliates or any person employed thereby is, or is in the process of being, debarred, Seller will sonotify NHSc immediately.(f) No NR Product at the time of shipment by Seller will be adulterated or misbranded within the meaning of the Federal Food, Drug andCosmetic Act, as amended from time to time, or regulations promulgated thereunder, as such law or regulation is constituted and in effect at thetime of any such shipment and no NR Product at the time of shipment will be considered to be an article that may not, under the provisions of§§ 404, 505 or 512 of the Federal Food, Drug and Cosmetic Act, be introduced into interstate commerce.(g) All NR Product at the time furnished to Buyer and for the full period of the expected shelf life of such products will be in full compliancewith the Specifications, the quality standards set forth in Exhibit G – Quality Standards (the “Quality Standards”) (Exhibit G is herebyincorporated herein in full by this reference), applicable Law and other requirements of this Agreement as long as Buyer’s errors, acts, omissions,or other conduct do not cause directly or indirectly the NR Product to become out of compliance with the Specifications, fail to meet theQuality Standards or violate applicable law and other requirements of this Agreement.(h) Seller’s manufacturing, laboratory, and packaging facilities are and will at all times remain in material compliance with Good ManufacturingPractices, including but not limited to those set forth in 21 C.F.R. § 110 et seq., to the extent applicable to the manufacture and packaging of theNR Product, and all NR Product furnished to Buyer will be manufactured in accordance with Good Manufacturing Practices.(i) All NR Product at the time furnished to Buyer will not have been damaged during storage and handling and will otherwise be wholesome, fitfor human consumption, and in first-class merchantable condition.(j) Seller has and will maintain during the Term the necessary expertise, equipment, personnel, facilities, equipment and inventory of rawmaterials and finished product to supply the NR Products as agreed upon in all Purchase Orders accepted by Seller (unless Seller is unable todue to a Force Majeure Event).(k) Except as otherwise advised by Seller in writing to Buyer on or prior to the Effective Date, there is no demand, claim, suit, action, arbitration,and/or other proceeding, whether pending or threatened (and for which any basis exists), that jeopardizes (or could jeopardize) Seller’s ability toenter into this Agreement or perform any of its obligations hereunder.(l) It will at all times during the Term comply with all applicable laws, rules, orders, guidelines and regulations, including the ones regarding thefollowing matters: anticorruption, immigration, antidiscrimination, tax, environment, data protection, food safety and quality, and exportcontrol, import, customs and economic sanctions.(m) Have a quality management system in accordance with Nestlé’s reasonable requirements of which Seller is advised of and agrees to inadvance in writing. 16.2LIMITED WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES. (i)SELLER WARRANTS THAT THE NR PRODUCT SOLD HEREUNDER, AS DELIVERED TO BUYER, CONFORMS, TO ITSSPECIFICATIONS; (a) EXCEPT FOR THE SPECIFIC WARRANTIES CONTAINED IN THIS PARAGRAPH AND ELSEWHERE IN THEAGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ORSTATUTORY, WITH RESPECT TO THE NR PRODUCT OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING BUT NOT Buyer's and Seller's Initials /s/ CK /s/ RF-19-EXECUTION COPY LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER HAS NOTMADE ANY RECOMMENDATION TO BUYER REGARDING THE USE OR SUBSEQUENT SALE OF THE NR PRODUCT. EXCEPT FORANY LIABILITIES RELATING TO NEGLIGENCE, RECKLESSNESS, WILLFUL MISCONDUCT, OR BREACH OF THIS AGREEMENTBY SELLER (OR ITS AFFILIATES OR CONTRACTORS) BUYER ASSUMES ALL OTHER RISKS AND LIABILITIES FOR ANY LOSS,DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE NR PRODUCT,EITHER ALONE OR IN COMBINATION WITH OTHER INGREDIENTS; AND (b) BUYER WARRANTS TO SELLER THAT BUYER HASSATISFIED ITSELF THAT THE NR PRODUCT AND THE PURPOSE FOR WHICH IT WILL BE USED AND/OR SOLD IS INCOMPLIANCE WITH THE APPLICABLE LAWS AND REGULATORY REQUIREMENTS OF THE RELEVANT COUNTRIES. (ii)ALL CLAIMS MADE WITH RESPECT TO THE NR PRODUCT SHALL BE DEEMED WAIVED BY BUYER UNLESS MADE INWRITING. 16.3Buyer’s Representations and Warranties. Buyer expressly warrants that it has all necessary legal capacity, right, power, and authority to enterinto, execute, deliver, and be bound by this Agreement and that the execution and delivery of this Agreement and the performance by Buyer ofBuyer’s obligations under this Agreement, do not breach, and shall not result in a breach or violation of, any agreement to which Buyer is aparty or by which Buyer is bound. Except as otherwise advised by Buyer in writing to ChromaDex on or prior to the Effective Date, there is nodemand, claim, suit, action, arbitration, and/or other proceeding, whether pending or threatened (and for which any basis exists), thatjeopardizes (or could jeopardize) Buyer’s ability to enter into this Agreement or perform any of its obligations hereunder. Buyer furtherrepresents and warrants that Buyer and its Affiliates, shall assume full responsibility for all acts, errors, omissions, misrepresentations, andnegligence by Buyer arising out of or relating to: (i) any and all uses of the rights granted herein, (subject to any ChromaDex liabilityspecifically set forth in this Agreement or subject to Seller’s breach of this Agreement, gross negligence or willful misconduct); and (ii) thedevelopment, manufacture, distribution, sale and advertisement of the Approved Products. Without in any way limiting the foregoing, Buyerrepresents and warrants that: (i) Buyer will obtain all regulatory compliance required by its actions under this Agreement; (ii) Buyer willconduct all actions under this Agreement in compliance with all applicable laws, rules, statutes, and regulations; and (iii) Buyer will ensure thatnone of the Approved Products violate any intellectual property or any other right of a third party. 17.LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY RESULTING FROM A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS OR MISAPPROPRIATION OFTHE OTHER PARTY’S TRADE SECRETS AS SET FORTHIN SECTIONS 13 AND 26 OR INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY, INNO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST REVENUE OR LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,OR CONSEQUENTIAL DAMAGES ARISING UNDERTHIS AGREEMENT OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY BUSINESS INTERRUPTION OR DAMAGE TO BUSINESSREPUTATION, REGARDLESS OF THE THEORY UPONWHICH ANY CLAIM MAY BE BASED, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION. EXCEPT FOR LIABILITY RESULTING FROMINDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT, SHALLSELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF TWO (2) TIMES THE SALES FEES PAYABLE TOSELLER BY BUYER HEREUNDER IN THE TWELVE (12)MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SELLER’S LIABILITY.THE FOREGOING LIMITATIONS OF LIABILITY SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.BOTH PARTIES UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY ALLOCATES RISK OF NONCONFORMING GOODS BETWEENTHE Buyer's and Seller's Initials /s/ CK /s/ RF-20-EXECUTION COPY PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OTHER APPLICABLE LAW. THE PRICES SET FORTH HEREIN REFLECTTHIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY, INCLUDING THE EXCLUSION OF SPECIAL, INDIRECT, CONSEQUENTIALAND INCIDENTAL DAMAGES, IN THIS AGREEMENT. 18.Intellectual Property Rights.18.1Rights Retained by Seller. Except as otherwise explicitly set forth in this Agreement, the sale of NR Product covered by this Agreement shallnot confer upon Buyer any license or right under any patents, copyrights, trade secrets or other proprietary information owned or controlled bySeller, or the right to otherwise utilize such proprietary information unless in strict accordance with all of the terms hereof, it being specificallyunderstood and agreed that all such rights, including, without limitation, all intellectual property rights contained therein and pertainingthereto, are reserved exclusively to Seller. Seller hereby grants Buyer a fully paid-up, royalty-free, exclusive or co-exclusive (in accordance withSections 3.3 and 3.4 of this Agreement), non-sublicensable (other than to its Affiliates) right and license to use all current and future intellectualproperty rights, clinical and non-clinical data, records, formulations, data on new therapeutic uses and know-how, in respect of NR Product (the“NR Product IP Rights”). (i)Patent Filing and Prosecution. From time to time throughout the Term, the Parties will regularly confer and review their solely and jointly ownedand licensed existing, now pending, and being developed during the Term intellectual property rights that claim NR Product, products containingNR Product, or any uses thereof and together consider strategies that would enhance the value of those rights in the context of NR Product,products containing NR Product, or uses thereof. (ii)Seller’s New Intellectual Property Rights. Any new intellectual property rights created solely by ChromaDex during the Term hereof, will asbetween the Parties be owned solely and exclusively by ChromaDex. Any such new intellectual property rights and any new intellectual propertyrights licensed to ChromaDex during the Term, to the extent that they are directed to Medical Nutrition or Functional Food and Beveragesproducts containing NR Product or uses thereof shall not, however, be used adversely against Buyer by ChromaDex in contradiction to the termsand conditions detailed herein. (iii)Ownership of New Jointly Created Intellectual Property Rights. Any new intellectual property rights jointly created by ChromaDex and Buyerduring the Term shall be jointly and equally owned by ChromaDex and Buyer (subject to the clarification in Section 18.1 (iv) below). (iv)Buyer’s New Intellectual Property Rights. Any new intellectual property rights created during the Term solely by Buyer shall be owned solely andexclusively by Buyer, including, for purposes of clarification, any new intellectual property rights in respect of NR Product in combination withother active ingredients or uses thereof and improved NR formulations (the “New IP”). Buyer agrees that it will not enforce its intellectualproperty rights in a legal proceeding against Seller for New IP pertaining or relating to the use or inclusion of NR in Functional Food andBeverages or Medical Nutrition that is necessary by Seller in order for Seller to achieve Technical Feasibility for a commercial launch of aFunctional Food and Beverage or Medical Nutrition product, subject to Seller’s compliance with the exclusivity and co-exclusivity rights grantedto Buyer under this Agreement. (v)No Right By Buyer to Challenge ChromaDex’s Intellectual Property Rights. Buyer hereby acknowledges and agrees that Buyer will not subvert,diminish, in any way challenge in any forum, including, but not limited to, administrative proceedings, or assert any rights in the ChromaDexTrademarks, ChromaDex Trade Secrets, NR, NR Product, products containing NR Product, or uses thereof, or any other NR intellectual property,including ChromaDex owned or licensed patents or patent applications. If Buyer violates or otherwise breaches this non-challenge clause, Sellershall have the right to terminate Buyer’s rights under this Agreement, Buyer's and Seller's Initials /s/ CK /s/ RF -21-EXECUTION COPY provided however, in no event shall such termination diminish Seller’s rights under this Section 18.1. 19.Waiver and Severability. No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation ofthe claim or right unless the waiver or renunciation is in writing signed by the aggrieved Party. If any term, covenant, warranty, remedy or condition ofthis Agreement, or the application thereof to any person or circumstance shall, to any extent, be held or deemed invalid, illegal or unenforceable, suchterm, covenant, warranty, remedy, or condition shall be conformed to a valid, legal, and enforceable provision that best accomplishes the original intentof the Parties, and the remainder of this Agreement or the application of such term, covenant or provision, to persons or circumstances other than those towhich it is held invalid, illegal or unenforceable, shall not be affected thereby, and each remaining term, covenant or provision of this Agreement shallbe deemed valid, legal and shall be enforced to the fullest extent permitted by law. 20.Force Majeure. A Party shall have no liability or obligation to the other party of any kind, including, but not limited to, any obligation to deliver NRProduct or to make payment or accept delivery of NR Product, arising from any delay or failure to perform all or any part of this Agreement as a result ofcauses, conduct or occurrences beyond such Party’s reasonable control, including, but not limited to, fire, flood, earthquake, lightning, storm, accidents,act of war, terrorism, civil disorder or disobedience, act of public enemies, , acts or failure to act of any state, federal or foreign governmental orregulatory authorities, labor disputes or strikes, (each a “Force Majeure Event”). During a Force Majeure Event Seller may allocate its available supplyamong its customers in a manner determined by Seller to be fair and reasonable. 21.Indemnification and Insurance. 21.1To the fullest extent permitted by law, Buyer shall defend, indemnify and hold Seller and its affiliates, successors, heirs, and assigns and its andtheir respective officers, directors, employees, and agents (the "Seller Indemnitees"), harmless from any and all claims, damages, demands, suits,causes of action, controversy, judgements, liabilities, fines, regulatory actions, seizures of NR Product, losses, costs and expenses (including, butnot limited to attorneys’ fees, expert witness expenses and litigation expenses) (hereinafter “Claim”), arising from or in connection with anyClaim asserted by a third party against Seller (i) for any damage, environmental liability, patent or intellectual property infringement caused byBuyer’s use, modification or alteration of the NR Product, or any combination of the NR Product in connection with Buyer’s product or anythird party’s product, or (ii) any injury, death, loss, property damage, delay or failure in delivery of Seller’s NR Product or any other Claim forinjuries or damage to the general public who consumed the Approved Product (unless due solely and exclusively to a Claim arising from the NRProduct), or (iii) any alleged or actual act, error, omission, or negligence by Buyer or Buyer’s Affiliates’ agents, employees, or representatives inconnection with the NR Product, Approved Products, or this Agreement, whether in tort, contract, breach of warranty or otherwise, relating tothis Agreement, the business relationship between the Parties, Buyer’s development, manufacture, distribution, promotion, and sale of theApproved Products, or Buyer’s breach of this Agreement (including breach of Buyer’s representations and warranties). Notwithstanding theforegoing, Buyer has no indemnity obligation to Seller to the extent that any Claims result directly from the negligence or willful misconduct ofSeller or a material breach of this Agreement by Seller. 21.2To the fullest extent permitted by law, Seller shall defend, indemnify and hold Buyer and its affiliates, successors, heirs, and assigns and its andtheir respective officers, directors, employees, and agents (the "Buyer Indemnitees") harmless from any and all Claims, arising from or inconnection with any Claim asserted by a third party against Buyer for (i) any patent or other intellectual property right infringement inconnection with the NR Product (provided that such alleged infringement does not arise from (A) the combination of the NR Product with otheringredients or (B) Buyer’s intellectual property, including New IP), or (ii) any alleged or Buyer's and Seller's Initials /s/ CK /s/ RF -22-EXECUTION COPY actual act, error, omission, or negligence by Seller or Seller’s Affiliates’ agents, employees, or representatives in connection with this Agreementwhether in tort, contract, breach of warranty or otherwise, relating to this Agreement, the business relationship between the Parties, the NRProduct provided hereunder, or Seller’s breach of this Agreement, or (iii) any use of the ChromaDex Trademarks. Notwithstanding the foregoing,Seller has no indemnity obligation to Buyer to the extent that any Claims result directly from the negligence or willful misconduct of Buyer orif such claims stem from Buyer’s acts or use which is not in accordance with the rights and requirements of Buyer herein. 21.3Indemnification Procedures. Each Party agrees to provide the other Party with prompt written notice of any claim, suit, action, demand, orjudgment for which indemnification is sought under this Agreement. The indemnifying Party agrees, at its own expense, to provide attorneysreasonably acceptable to the indemnified Party to defend against any such claim. The indemnified Party shall cooperate fully with theindemnifying Party in such defense and will permit the indemnifying Party to conduct and control such defense and the disposition of suchclaim, suit, or action (including all decisions relative to litigation, appeal, and settlement); provided, however, that the indemnified Party shallhave the right to retain its own counsel, at the expense of such indemnifying Party, if representation of such the indemnified Party by thecounsel retained by the indemnifying Party would be inappropriate because of actual or potential differences in the interests of suchindemnified Party and any other party represented by such counsel. The indemnifying Party agrees to keep the indemnified Party informed ofthe progress in the defense and disposition of such claim and to consult with the indemnified Party with regard to any proposed settlement. 21.4Insurance. The Parties agree, for the Term of this Agreement, to maintain a program of insurance or self-insurance at levels sufficient to satisfy itsobligations as set forth in this Agreement, which shall include commercial general liability insurance with limits of at least $[…***…] peroccurrence and product liability insurance with an aggregate limit of at least $[…***…], and that such insurance coverage lists the other partyhereto as additional insureds. Each party shall continue to maintain such insurance or self-insurance after the expiration or termination of thisAgreement during any period in which Buyer or any Affiliate continues (i) to make, use, or sell an Approved Product under the terms of thisAgreement and thereafter for a period of […***…]. 22.Relationship of the Parties. The relationship between Seller and Buyer shall be solely that of independent contractors and neither Party, its agents andemployees, shall under no circumstances be deemed the employees, partners, joint venturers, franchisees, agents or representatives of the other Party.Neither Party shall represent itself as the agent or legal representative of the other Party for any purpose whatsoever or hold itself out contrary to the termsof this Section, and neither Party shall have the right to create or assume any obligation of any kind, express or implied, for or on behalf of the other Partyin any way whatsoever. 23.Assignment and Modification. The rights and obligations of Buyer under this Agreement shall not be assignable or delegable without the prior writtenconsent of Seller except in the event of assignment to an Affiliate of Buyer (which does not require consent of the Seller, but does require reasonableadvance written notification). Any attempted assignment or delegation in violation of the foregoing shall be void. Seller may assign this Agreement, ordelegate its duties hereunder, in whole or in part, without the written consent of the Buyer (but with advance written notification) (a “Transfer”) to anAffiliate (other than in connection with a Change of Control). In addition, Seller may also Transfer this Agreement to an Affiliate or a third party inconnection with a Change of Control (a “Transfer Event”), subject to the requirements set forth herein. If Seller is contemplating entering into a TransferEvent with a company that sells products to consumers directly competitive with the Approved Products in the then existing exclusive and co-exclusiveTerritories or any other then existing NHSc brands (a “Restricted Transferee”), Seller shall notify Buyer in advance in writing and Buyer shall have a […***…] right of first negotiation from the date of such notification to negotiate in good faith terms by which Seller would complete a Transfer Event withBuyer. If after Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-23-EXECUTION COPY such […***…] of good faith negotiations, no agreement is reached, Seller shall be entitled to Transfer this Agreement to a Restricted Transferee upon atleast […***…] written notice thereof to Buyer; provided that in such event Buyer shall have the right in its sole discretion to terminate this Agreementwithout penalty or liability. All other assignments or delegations by Seller require the advance written consent of Buyer, such consent not to beunreasonably withheld, conditioned, or delayed. This Agreement shall not be modified, altered or amended in any respect except by a writing signed bythe Parties. Any variation, modification or addition to the terms set forth in this Agreement shall be considered a material modification and shall not beconsidered part of this Agreement unless it is amended in accordance with the foregoing. 24.Governing Law; Venue; Attorneys’ Fees. This Agreement and all claims and causes of action shall be governed by and subject to the internal laws(exclusive of the conflicts of law provisions) and decisions of the courts of the State of Delaware. The sole and exclusive venue for all claims and causesof action between the Parties shall be the state or federal court located in the State of Delaware, provided that either Party may, at any time, seekinjunctive or other equitable relief from any court of competent jurisdiction. The prevailing Party in any legal action shall be entitled to recover itsreasonable attorneys’ fees, in addition to any other remedies available to such Party at law or in equity. 25.Foreign Corrupt Practices Act. Each of the Parties (including its officers, directors, employees and agents) shall not pay, offer, promise or authorize thepayment, directly or indirectly, of any monies or anything of value to any official or employee of any foreign government, including, without limitation,any government-owned or controlled entity, or of a public international organization, or any political party, party official, or candidate for politicaloffice, for the purpose of improperly inducing or rewarding favorable treatment or advantage in connection with this Agreement. 26.Confidentiality and Publicity. This Confidentiality and Publicity provision shall supersede in its entirety the Mutual Non-Disclosure Agreementbetween the Parties dated April 7, 2017. The Parties will be making certain general business information and know-how that is not generally known bythe public available to the other Party, or a Party may have access to Confidential Information of the other Party orally and/or in writing. “ConfidentialInformation” shall include, without limitation, any intellectual property, trade secrets, technical information, training materials, control documents,workflows and relevant documentation, materials, data, any other secret, sensitive or confidential material related to the business generally, businesstechnology, business strategies, accounting, financial information, contracts, agreements, files, records, documents, techniques, expertise, marketingconcepts, diagrams or concepts relating to product plans or designs, products, product specifications, systems, software code, formulae, practices,processes, customers, projects or information of any type whatsoever, in whatever form or media, whether or not marked as “confidential” or“proprietary,” of a Party that is disclosed to or becomes known by the other Party, including all the records of the disclosing Party created, accessed,viewed, learned or obtained by the receiving Party pursuant to this Agreement and the transactions contemplated hereby and which is not generallyknown to the public or throughout the trade, or which could reasonably be expected to be valuable to the disclosing Party or its Affiliates or a competitorof any of the disclosing Party or its Affiliates. Confidential Information shall also include the terms of this Agreement. For purposes of clarification onlyand in no way intending to limit or otherwise revise the obligations in this Section, these obligations apply to Confidential Information disclosed to theother Party pursuant to this Agreement and the transactions contemplated hereby prior to the Effective Date. The Parties agree to refrain at all times fromdisclosing the other Party’s Confidential Information to others or from using any such Confidential Information except for the benefit of the disclosingParty. The Parties further agree to refrain from any other acts that could tend to destroy the value of the Confidential Information to the disclosing Party. Without in any way intending to limit the forgoing the Parties shall:(a)not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance withthis Agreement;(b)not disclose or permit access to Confidential Information; Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-24-EXECUTION COPY (c)safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect itsmost/similarly sensitive information and in no event less than a reasonable degree of care;(d)promptly notify the other Party in writing of any unauthorized use or disclosure of Confidential Information and use its best efforts andcooperate with such disclosing Party to prevent further unauthorized use or disclosure; and(e)ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of thisSection. Neither NHSc nor ChromaDex will, without the prior written consent of the other Party, issue any statement or communication to the public, to the pressor any third party regarding the transactions detailed herein, or otherwise disclose to any third party the existence of this Agreement or any othercommunication between the parties with respect to the transactions detailed herein. This Section shall survive expiration or termination of this Agreement. 27.Dispute Resolution.27.1Mandatory Procedures. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of theprocedures set forth in this Section, and that such procedures constitute legally binding obligations that are an essential provision of thisAgreement. If either Party fails to observe the procedures of this Section, as may be modified by their prior written agreement, the other Partymay bring an action for specific performance of these procedures in any court of competent jurisdiction.27.2Equitable Remedies. Although the procedures specified in this Section are the sole and exclusive procedures for the resolution of disputesarising out of or relating to this Agreement, either Party may seek a preliminary injunction or other provisional equitable relief pursuant toSection 30 if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under thisAgreement.27.3Dispute Resolution Procedures. 27.3.1Exclusive Procedures. Any controversy, claim, or dispute arising out of or relating to this Agreement including, without limitation, theinterpretation, performance, formation, validity, breach (including, without limitation, alleged violations of state or federal statutory orcommon law rights or duties) or enforcement of this Agreement, and further including any such controversy, claim, or dispute against orinvolving any officer, director, agent, employee, affiliate, successor, predecessor or assign of a party to this Agreement (collectively, a“Dispute”) shall be resolved according to the procedures set forth in this Section which shall constitute the sole and exclusive Disputeresolution mechanism to resolve all Disputes and no other procedure may be used with the sole exception that a party need not comply withthe terms herein before filing a claim for equitable relief. Each Party's promise to resolve all Disputes as set forth herein is given inconsideration for the other Party's like promise.27.3.2Confidentiality. Without limiting the confidentiality obligations referred to elsewhere in this Agreement, the details and/or existence ofany Dispute, any informal meetings, and any proceedings conducted hereunder, including without limitation any discovery taken inconnection therewith, shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party'sattorneys, accountants, and other agents and representatives, as reasonably required in connection with any Dispute resolution procedurehereunder and provided that they sign a confidentiality agreement at least as restrictive as this Section if they are not attorneys), except asotherwise required by laws or rule of any securities exchange on which such party's securities are traded. All offers, promises, conduct, andstatements, whether oral or written, made in the course of the resolution of any Dispute by the parties, their agents, employees, experts, andattorneys, shall be confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or otherproceeding, except that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as aresult of its use by either Party. Buyer's and Seller's Initials /s/ CK /s/ RF -25-EXECUTION COPY 27.3.3Good Faith. With regard to any Disputes between ChromaDex and Buyer, the Parties agree to work together in good faith to resolve alldisputes promptly.27.3.4Informal Dispute Resolution. Either Party may demand, in writing, that each Party’s management representatives meet within […***…] atsuch place as ChromaDex may reasonably designate to resolve the Dispute. No third party shall have authority to consider or resolve anyDispute that is not first the subject of informal Dispute resolution pursuant to this Section. The Parties or their representatives with fullauthority to settle the Disputes at issue shall attend all meetings.27.3.5Mediation. If the Parties do not resolve the Dispute within […***…] of the date of the first meeting between management representatives(the “Informal Dispute Resolution Deadline”), ChromaDex and NHSc agree to mediate the Dispute within […***…] of the InformalDispute Resolution Deadline and at such place in the State of Delaware as ChromaDex may designate with a mutually agreed uponmediator. If the Parties cannot agree upon the selection of a mediator, the mediator will be chosen from the list of certified mediatorsmaintained by a court having jurisdiction over this Agreement within […***…] of receiving such list. The Parties agree to continue towork in good faith to resolve the Dispute prior to the date upon which the mediation is scheduled to take place. If the Parties agree on aresolution for the Dispute prior to the scheduled mediation date, the mediation shall be cancelled. The Parties agree to share the cost of anyindependent mediator engaged to assist the Parties in resolving their differences. The mediator shall be a person familiar with complexbusiness transactions and litigation in the nutraceutical industry, unless the Parties agree otherwise in writing. If either Party fails to mediatethe Dispute within […***…] of the Informal Dispute Resolution Deadline, such Party shall be deemed to have waived its right to demandmediation and the other Party may, in its sole discretion, proceed directly to arbitration.27.3.6Arbitration. In the event the Dispute is not resolved through mediation, then the Dispute shall be fully and finally adjudicated by bindingarbitration to the fullest extent allowed by law, but only if the arbitration is properly commenced within the time allowed for similar legalaction to be commenced in accordance with the applicable statute of limitations; otherwise, the Dispute is waived. Except as providedherein or by agreement of all parties, the arbitration shall be administered by JAMS or its successors (“JAMS”) and shall be conductedaccording to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is initiated or, if JAMS is nolonger in existence, then the arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) andconducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (the “Rules”). The arbitration shall beconducted as expeditiously and economically as reasonably practicable.27.3.7The arbitration shall be conducted by one arbitrator (the “Arbitrator”). Unless all parties to the arbitration agree, the Arbitrator shall be alawyer admitted to practice in at least one (1) State of the United States and need not be on the roster of JAMS or the AAA. The Arbitratorshall be selected as follows: If all parties to the Dispute do not agree upon the Arbitrator within […***…] after commencement of thearbitration, then any party may initiate the following selection process by written notice to each other party. Within […***…] after suchwritten notice, each side to the Dispute shall simultaneously transmit to each other side a list of four (4) persons qualified to serve as theArbitrator (the “Candidates”). No party shall nominate a Candidate whom that party knows or reasonably believes to have a conflict ofinterest rendering the Candidate unable to serve as the Arbitrator. If any single Candidate appears on the list of each side then that personshall be appointed as the Arbitrator. If more than one Candidate appears on the list of each side, then one of those Candidates shall beselected randomly and that person shall be appointed as the Arbitrator. If no Candidate appears on the list of each side then, within […***…] after the initial exchange of lists, each side may strike one Candidate from the list of each other side and rank all remainingCandidates in order of preference (with “1” being the most preferable Candidate), and the ranked lists shall be simultaneously exchanged.The Candidate with the lowest total number of points shall be appointed as the Arbitrator. In the event of a tie, one of the Candidates withthe Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested -26-  EXECUTION COPY . lowest total number of points shall be selected randomly and that person shall be appointed as the Arbitrator. If the person selected as theArbitrator declines to serve or becomes unwilling or unable to serve after selection or appointment, or the administrator declines to appointthat person as the Arbitrator, then the Candidate with the next lowest total of points shall be appointed as the Arbitrator. If any party to thearbitration fails to timely participate in the foregoing selection process then the administrator shall select and appoint the Arbitratorpursuant to the Rules, except that each recalcitrant party shall be excluded from that selection process.27.3.8The Arbitrator shall entertain any demurrer, motion to strike, motion for judgment on the pleadings, motion for complete or partial summaryjudgment, motion for summary adjudication, or any other dispositive motion consistent with Delaware or United States federal rules ofprocedure, as applicable27.3.9 The exchange of information in the arbitration shall be governed by the Rules except as follows: (a) no side shall take the deposition ofmore than […***…] individuals (including the use of corporate, “persons most knowledgeable,” F.R.C.P. 30(b)(6), or similar depositionnotices or devices) unless, upon a showing of extraordinary cause, the Arbitrator permits that side to take a limited number of additionaldepositions; (b) each side shall be entitled to the limited discovery of documents (including electronically stored information) which aredirectly relevant and material to the Dispute and are produced in response to a request that is narrowly tailored to minimize both the burdenand expense of the responding person and the disclosure of confidential, sensitive or financial information; (c) no party shall propoundinterrogatories or requests for admission unless permitted by the Arbitrator upon a showing of extraordinary cause; and (d) upon the requestof any party, the Arbitrator shall weigh the anticipated burden or expense of any requested discovery against its likely benefit, and shallimpose any reasonable conditions on that discovery, including, without limitation, allocation of the expense of the discovery to the partyseeking it.27.3.10The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of theDispute and the factual findings and legal conclusions relevant to it (the “Award”). The Award shall be final and binding on the Parties and,if the Award is not fully satisfied within […***…] after its issuance, then judgment upon the Award may be entered by any court havingjurisdiction thereof or having jurisdiction over the relevant Party or its assets. Each Party to this Agreement irrevocably submits to thepersonal jurisdiction and venue of a state or federal court of competent jurisdiction in Delaware for any purpose permitted herein.27.3.11The administrative costs of the arbitration, including fees of the Arbitrator, initially shall be split equally between the sides; provided,however, that the Arbitrator may, in his or her discretion, allocate such costs in favor of any prevailing party.27.3.12If all or any portion of a Dispute is held to be non-arbitrable then that Dispute (or portion thereof) shall be adjudicated by a single refereeappointed by a state or federal court of competent jurisdiction in Delaware.27.3.13Notwithstanding any other provision of this Agreement including, without limitation, any other provision of this Section 27, the Partiesmay bring suit in any court of competent jurisdiction to enjoin any actual or threatened infringement of any intellectual property rights orany actual or threatened violation of any confidentiality or non-compete, non-solicitation, non-circumvention provisions of thisAgreement.27.4Performance to Continue. Each Party shall continue to perform its undisputed obligations under this Agreement pending final resolution ofany dispute arising out of or relating to this Agreement; provided, however, that a Party may suspend performance of its undisputed obligationsduring any period in which the other Party fails or refuses to perform its undisputed obligations. Nothing in this Section is intended to relieveBuyer from its obligation to make undisputed payments pursuant to the requirements of this Agreement.27.5Statute of Limitations. The Parties agree that all applicable statutes of limitation and time-based defenses (such as estoppel and laches) shallbe tolled while the procedures set forth in Sections are pending. The Parties shall cooperate in taking any actions necessary to Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-27-EXECUTION COPY achieve this result. 28.Non-Solicitation, Non-Competition, and Non-Circumvention. 28.1 Upon a Triggering Event (defined below), during the Term and for a period of […***…] after the Triggering Event, neither Buyer nor any ofBuyer’s subsidiaries, Affiliates, principals, agents, representatives, or employees (the “Buyer Parties”) shall without the prior express written consent ofChromaDex directly or indirectly develop, manufacture, market, promote, sell or distribute Functional Food and Beverages or Medical Nutrition productusing any NR, or NR Product. For purposes of this Agreement, a “Triggering Event” shall have occurred if (a) Seller terminates this Agreement for anyreason permitted under this Agreement; (b) Buyer terminates this Agreement pursuant to Section 15.3.1 or 15.3.2; or (c) Seller terminates any of Buyer’srights pursuant to the NA FF&B Termination, NA MN Termination, Annual Minimum Royalty Termination, or a Sub-Territory Termination, providedhowever in such event, Buyer’s obligations contained in this paragraph shall only apply to the terminated Sub-Territory or Approved Product Category. 28.2 During the Term and for a period of […***…] after the termination of this Agreement, neither Buyer nor any of the Buyer Parties shall, without theprior express written consent of the ChromaDex, directly or indirectly: (a) Solicit or induce or attempt to solicit or induce any vendor, employee, sales representative, agent, or consultant of ChromaDex to terminateor adversely alter their relationship, engagement, employment, representation, or other association with ChromaDex; or(b) Contract with, or otherwise become involved in any transaction with ChromaDex’s manufacturers, without ChromaDex’s explicit advancewritten permission (unless Buyer has a pre-existing relationship with such manufacturer prior to the Effective Date or wishes to enter into arelationship with such manufacturer for other products unrelated to the Approved Products, in which case the restrictions set forth hereinshall not be applicable).These obligations in this Section are in no way intended to revise or otherwise limit the other restrictions and obligations of Buyer herein, including, butnot limited to, those regarding termination. 28.3 During the Term and for a period of […***…] after the termination of this Agreement, ChromaDex shall not, without the prior expresswritten consent of the Buyer, directly or indirectly solicit or induce or attempt to solicit (other than general solicitations for hire) or induceany vendor, employee, sales representative, agent, or consultant of Buyer to terminate or adversely alter their relationship, engagement,employment, representation, or other association with Buyer. 29.Notices. Any demand upon or notice to a Party hereunder shall be effective when delivered by hand or when properly deposited in the mails postageprepaid, or sent by electronic facsimile or electronic mail transmission with receipt acknowledged, or delivered to an overnight courier, in each caseaddressed to the Party at the address shown below or such other address as the Parties may advise in advance in writing. If to Seller:ChromaDex, Inc.10005 Muirlands Blvd., Suite GIrvine, CA 92618Attention: Legal DepartmentFax: 949-419-0294 With a Copy to:ChromaDex Corporation10900 Wilshire Blvd.,Suite 650Los Angeles, CA 90024Fax: 949-600-8923 Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-28-EXECUTION COPY Attn: General Counsel With Another Copy to:Nolan Heimann16133 Ventura Blvd.,Suite 820Encino, California 91436Fax: 818-574-5689Attn: ChromaDex If to Buyer:Avenue Nestle 551800 VeveySwitzerlandEmail: […***…]Attn: General Counsel, Nestlé Health Science 30.Injunctive Relief. In addition to all other remedies that ChromaDex may have hereunder, including, without limitation, a claim of money damages,Buyer acknowledges that (a) its failure (except as otherwise provided herein) to cease the manufacture, sale, distribution, advertising, or promotion of theApproved Products covered by this Agreement or any class or category thereof at the termination or expiration of this Agreement; (b) its threatened oractual unauthorized use of the rights granted hereunder, whether in whole or in part; (c) its threatened or actual breach of the confidentiality provisionsin the ChromaDex and NHSc NDA referred to herein; or (d) its threatened or actual breach of any other material term of this Agreement may result inimmediate and irreparable damage to ChromaDex and to the rights of any subsequent licensee. Buyer acknowledges and admits that there is no adequateremedy at law for such failures listed in this Section and that in the event of such threatened or actual failure, ChromaDex shall be entitled to equitablerelief by way of temporary and permanent injunctions and such other and further relief as any court of competent jurisdiction may deem just and proper. In addition to all other remedies that Buyer may have hereunder, including, without limitation, a claim of money damages, Seller acknowledges that; (a)its threatened or actual breach of the confidentiality provisions contained in Section 26 herein; or (b) its violation of Buyer’s exclusivity or Buyer’s Co-Exclusivity (as set forth in Sections 3.3 and 3.4, respectively) still in effect, may result in immediate and irreparable damage to Buyer. Selleracknowledges and admits that there is no adequate remedy at law for the violations set forth in the preceding sentence and that in the event of suchviolation, Buyer shall be entitled to seek equitable relief by way of temporary and permanent injunctions and such other and further relief as any court ofcompetent jurisdiction may deem just and proper. 31.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 32.Section and Other Headings; Number; Construction of Language. The section and other headings contained in this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation of this Agreement. Words used in this Agreement in the singular number shallbe held to include the plural, and vice versa, unless the context requires otherwise. The language in all parts of this Agreement is intended by the partiesto be interpreted simply, according to its fair meaning, and not strictly for or against ChromaDex or Buyer regardless of which party drafted thisAgreement. The parties hereby agree and acknowledge that this Agreement is a document negotiated by the parties, which are sophisticated entities andfully understand the meaning of the terms and conditions of this Agreement. 33.Attorney Representation. In the negotiation, preparation and execution of this Agreement, each Party has been represented by, or has been afforded theopportunity to consult with an attorney of Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-29-EXECUTION COPY such Party’s own choosing prior to the execution of this Agreement and has been advised that it is in such Party’s best interest to do so. The Parties haveread this Agreement in its entirety and fully understand its terms and provisions. The Parties have executed this Agreement freely, voluntarily andwithout any coercion whatsoever, they accept all terms, conditions and provisions hereof. The Parties further agree that any rule or construction to theeffect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments. 34.Entire Agreement. This Agreement and any documents referred to herein and any exhibits attached hereto contain and constitute the completeagreement between the Parties with respect to the subject matter hereof. All previous or contemporaneous agreements, representations, warranties,promises and conditions relating to the subject matter of this Agreement are superseded by this Agreement. 35.Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each Partyshall pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactionscontemplated herein. 36.Survival. All obligations that by their nature should survive the termination of this Agreement shall so survive. 37.Counterparts. This Agreement may be executed in counterparts, each of shall constitute an original, whether actual original or a copy, and all of whichshall constitute one and the same instrument. [THE REMAINDER OF THIS PAGE HAS BEENLEFT BLANK INTENTIONALLY –SIGNATURE PAGE FOLLOWS] Buyer's and Seller's Initials /s/ CK /s/ RF -30-EXECUTION COPY IN WITNESS WHEREOF, the Parties have caused this Supply Agreement to be executed by their duly authorized representatives. Buyer NESTEC Ltd. Seller ChromaDex, Inc. Signature: /s/ Claudio Kuoni Name: Claudio Kuoni Title General Counsel Date: 19 December 2018 Signature: /s/ Robert Fried Name: Robert Fried Title: President & CEO Date: December 19, 2018 Buyer's and Seller's Initials /s/ CK /s/ RF-31-EXECUTION COPY Exhibit A – ChromaDex Brand Usage Guidelines […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-32-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-33-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-34-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-35-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-36-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-37-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-38-EXECUTION COPY Exhibit B - NHSc Brands […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-39-EXECUTION COPY Exhibit C – NR Product Specification […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-40-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-41-EXECUTION COPY Exhibit D – Prior Existing Obligations […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-42-EXECUTION COPY Exhibit E – Intentionally Left Blank -43-EXECUTION COPY Exhibit F – Applicable Issued Patents and Applicable Filed Patents for the NR Product […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-44-EXECUTION COPY Exhibit G - Quality Standards […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-45-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-46-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-47-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-48-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-49-EXECUTION COPY […***…] Buyer's and Seller's Initials /s/ CK /s/ RF ***Confidential Treatment Requested-50- Exhibit 21.1 ChromaDex Corporation Corporate Organization Chart at December 31, 2018  Exhibit 23.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of ChromaDex Corporation and Subsidiaries on Form S-3 and as amended [FileNo. 333-222064, File No. 333-221245, File No. 333-218634 and File No. 333-176636] and on Form S-8 [File No. 333-226972, File No. 333-223889, File No.333-221247, File No. 333-221246, File No. 333-196434, File No. 333-168029, File No. 333-154403 and File No. 333-154402] of our report dated March 7,2019, with respect to our audits of the consolidated financial statements of ChromaDex Corporation and Subsidiaries as of December 31, 2018 and December30, 2017 and for the years ended December 31, 2018 and December 30, 2017 and our report dated March 7, 2019 with respect to our audit of the effectivenessof internal control over financial reporting of ChromaDex Corporation and Subsidiaries as of December 31, 2018, which reports are included in this AnnualReport on Form 10-K of ChromaDex Corporation and Subsidiaries for the year ended December 31, 2018. /s/ Marcum llp Marcum llpNew York, NYMarch 7, 2019  Exhibit 31.1Certification of the Principal Executive OfficerPursuant to§240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended I, Robert Fried, certify that: 1. I have reviewed this annual report on Form 10−K of ChromaDex Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: March 7, 2019/s/ ROBERT FRIEDRobert FriedChief Executive Officer(Principal Executive Officer)  Exhibit 31.2Certification of the Principal Financial OfficerPursuant to§240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended I, Kevin Farr, certify that: 1. I have reviewed this annual report on Form 10−K of ChromaDex Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: March 7, 2019/s/ KEVIN FARRKevin FarrChief Financial Officer(Principal Accounting Officer)  Exhibit 32.1Certification Pursuant to 18 U.S.C. Section 1350(as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002) In connection with this annual report of ChromaDex Corporation (the “Company”) on Form 10−K for the year ending December 31, 2018 as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), we, Robert Fried, Chief Executive Officer of the Company, and Kevin Farr,Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that, toour knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: March 7, 2019/s/ ROBERT FRIEDRobert FriedChief Executive Officer /s/ KEVIN FARRKevin FarrChief Financial Officer This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to beincorporated by reference into any filing of ChromaDex Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. 

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