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                                 UNITED STATES                                  
                       SECURITIES AND EXCHANGE COMMISSION                       
                             Washington, D.C. 20549                             
                                      FORM                                      
                                      10-Q                                      
                                                                                
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)                
                     OF THE SECURITIES EXCHANGE ACT OF 1934                     
                         For the quarterly period ended                         
                                 March 31, 2022                                 
                            Commission File Number:                             
                                   001-37752                                    

                                                              
                    CHROMADEX CORPORATION                     
    (Exact Name of Registrant as Specified in its Charter)    


                                                                   
                 Delaware                          26-2940963      
     (State or other jurisdiction of            (I.R.S. Employer   
      incorporation or organization)           Identification No.) 
                                                                   
           10900 Wilshire Blvd                        90024        
                    .                                              
                Suite 600                                          
                    ,                                              
               Los Angeles                                         
                    ,                                              
                California                                         
 (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              Trading Symbol   Name of Each exchange on which registered 
 Common Stock, $0.001 par value per share        CDXC                The Nasdaq Capital Market         


                                                                                                                                    
Indicate by check mark whether the registrant (1) has filed all reports required to be                                   Yes      No
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements for the past 90 days.                                                
Indicate by check mark whether the registrant has submitted electronically every                                         Yes      No
Interactive Data File required to be submitted pursuant to Rule 405 of Regulation                                                   
S-T (Section 232.405 of this chapter) during the preceding 12 months (or for                                                        
such shorter period that the registrant was required to submit such files).                                                         
Indicate by check mark whether the registrant is a large accelerated filer, accelerated                                             
filer, non-accelerated filer, smaller reporting company or emerging growth                                                          
company. See definition of "large accelerated filer, accelerated filer, smaller                                                     
reporting company and emerging growth company" in Rule 12b-2 of the Exchange Act.                                                   
    Large               Accelerated            Non-accelerated             Smaller              Emerging                            
 accelerated               filer                    filer                 reporting              growth                             
    filer                                                                  company              company                             
If an emerging growth company, indicate if the registrant                                                                Yes      No
has elected not to use the extended transition period for                                                                           
complying with any new or revised financial accounting standards                                                                    
provided pursuant to Section 13(a) of the Exchange Act.                                                                             
Indicate by check mark whether                                                                                           Yes      No
the registrant is a shell                                                                                                           
company (as defined in Rule                                                                                                         
12b-2 of the Exchange Act).                                                                                                         

As of May 10, 2022 there were
68,334,586
shares of the registrant's common stock issued and outstanding.

  
  

-------------------------------------------------------------------------------
                             CHROMADEX CORPORATION                              
                         QUARTERLY REPORT ON FORM 10-Q                          
                               TABLE OF CONTENTS                                

                                                                                                     
PART I - Financial Information (unaudited)                                                       Pg. 
                                                                                                     
Item 1. Financial Statements (unaudited):                                                         3  
                                                                                                     
Condensed Consolidated Balance Sheets as of                                                       3  
March 31, 2022                                                                                       
and                                                                                                  
December 31, 2021                                                                                    
                                                                                                     
Condensed Consolidated Statements of Operations for the                                           4  
three                                                                                                
months ended                                                                                         
March 31, 2022                                                                                       
and                                                                                                  
March 31, 2021.                                                                                      
                                                                                                     
Condensed Consolidated Statements of Stockholders' Equity for the                                 5  
three                                                                                                
months ended                                                                                         
March 31, 2022                                                                                       
and                                                                                                  
March 31, 2021                                                                                       
                                                                                                     
Condensed Consolidated Statements of Cash Flows for the                                           6  
three                                                                                                
months ended                                                                                         
March 31, 2022                                                                                       
and                                                                                                  
March 31, 2021                                                                                       
                                                                                                     
Notes to Condensed Consolidated Financial Statements                                              7  
                                                                                                     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations    21  
                                                                                                     
                                                                                                     
                                                                                                     
Item 4. Controls and Procedures                                                                  28  
                                                                                                     
PART II - Other Information                                                                          
                                                                                                     
Item 1. Legal Proceedings                                                                        28  
                                                                                                     
Item 1A. Risk Factors                                                                            30  
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
Item 6. Exhibits                                                                                 51  
                                                                                                     
Signatures                                                                                       53  

-------------------------------------------------------------------------------
                                     PART I                                     
Item 1.    FINANCIAL STATEMENTS (unaudited)
                     ChromaDex Corporation and Subsidiaries                     
                Unaudited Condensed Consolidated Balance Sheets                 
          (In thousands except par values, unless otherwise indicated)          

                                                                                                                       
                                                                                        Mar 31, 2022      Dec 31, 2021 
                                                                                                                       
Assets                                                                                                                 
Current assets                                                                                                         
Cash, including restricted cash of $                                                     $ 20,993          $ 28,219    
0.2                                                                                                                    
million as of both dates                                                                                               
Trade receivables, net of allowances of $                                                   6,310             5,226    
54                                                                                                                     
and $                                                                                                                  
65                                                                                                                     
, respectively; Including receivables from Related Party of: $                                                         
2.3                                                                                                                    
million and $                                                                                                          
2.1                                                                                                                    
million, respectively.                                                                                                 
Inventories                                                                                15,307            13,601    
                                                                                                                       
Prepaid expenses and other assets                                                           1,913             1,859    
                                                                                                                       
Total current assets                                                                       44,523            48,905    
                                                                                                                       
                                                                                                                       
Leasehold improvements and equipment, net                                                   2,940             3,003    
                                                                                                                       
Intangible assets, net                                                                        808               857    
                                                                                                                       
Right-of-use assets                                                                         4,053             4,352    
                                                                                                                       
Other long-term assets                                                                        606               723    
                                                                                                                       
Total assets                                                                             $ 52,930          $ 57,840    
                                                                                                                       
Liabilities and Stockholders' Equity                                                                                   
Current liabilities                                                                                                    
Accounts payable                                                                         $  9,780          $ 10,423    
                                                                                                                       
Accrued expenses                                                                            8,126             6,481    
                                                                                                                       
Current maturities of operating lease obligations                                             630               528    
                                                                                                                       
Current maturities of finance lease obligations                                                17                20    
                                                                                                                       
Customer deposits                                                                             141               161    
                                                                                                                       
Total current liabilities                                                                  18,694            17,613    
                                                                                                                       
Deferred revenue                                                                            4,346             4,346    
                                                                                                                       
Operating lease obligations, less current maturities                                        4,013             4,154    
                                                                                                                       
                                                                                                                       
Total liabilities                                                                          27,053            26,113    
                                                                                                                       
                                                                                                                       
Commitments and Contingencies (Note 10)                                                                                
                                                                                                                       
Stockholders' Equity                                                                                                   
Common stock, $                                                                                68                68    
0.001                                                                                                                  
par value; authorized                                                                                                  
150,000                                                                                                                
shares;                                                                                                                
68,149                                                                                                                 
shares and                                                                                                             
68,126                                                                                                                 
shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.                                   
Additional paid-in capital                                                                202,502           200,614    
                                                                                                                       
Accumulated deficit                                                                             (                 (    
                                                                                          176,693           168,953    
                                                                                                )                 )    
Cumulative translation adjustments                                                              -                 (    
                                                                                                                  2    
                                                                                                                  )    
Total stockholders' equity                                                                 25,877            31,727    
                                                                                                                       
Total liabilities and stockholders' equity                                               $ 52,930          $ 57,840    
                                                                                                                       

     See accompanying notes to condensed consolidated financial statements.     
-------------------------------------------------------------------------------
                     ChromaDex Corporation and Subsidiaries                     
           Unaudited Condensed Consolidated Statements of Operations            
                     (In thousands, except per share data)                      

                                                                                                               
                                                                   Three Months Ended March 31,          
                                                                   2022                   2021                 
                                                                                                               
Sales, net                                                      $ 17,259               $ 14,683                
                                                                                                               
Cost of sales                                                      6,727                  5,449                
                                                                                                               
Gross profit                                                      10,532                  9,234                
                                                                                                               
                                                                                                               
Operating expenses:                                                                                            
Sales and marketing                                                8,237                  6,258                
                                                                                                               
Research and development                                           1,078                    787                
                                                                                                               
General and administrative                                         8,949                  9,551                
                                                                                                               
Total operating expenses                                          18,264                 16,596                
                                                                                                               
Operating loss                                                         (                      (                
                                                                   7,732                  7,362                
                                                                       )                      )                
                                                                                                               
Interest expense, net                                                  (                      (                
                                                                       8                     19                
                                                                       )                      )                
Net loss                                                        $      (               $      (                
                                                                   7,740                  7,381                
                                                                       )                      )                
                                                                                                               
Basic and diluted loss per common share                         $      (               $      (                
                                                                    0.11                   0.12                
                                                                       )                      )                
                                                                                                               
Basic and diluted weighted average common shares outstanding      68,314                 64,164                
                                                                                                               

     See accompanying notes to condensed consolidated financial statements.     
-------------------------------------------------------------------------------
                     ChromaDex Corporation and Subsidiaries                     
       Unaudited Condensed Consolidated Statement of Stockholders' Equity       
                   (In thousands, unless otherwise indicated)                   

                                                                                                                                  
                                                          Three Months Ended March 31, 2022                                       
                       Common Stock           Additional         Accumulated      Cumulative Translation      Total Stockholders' 
                                            Paid-in Capital        Deficit             Adjustments                  Equity        
                    Shares      Amount                                       
Balance, January    68,126      $ 68          $ 200,614          $       (             $       (                  $ 31,727        
1, 2022                                                            168,953                     2                                  
                                                                         )                     )                                  
                                                                                                                                  
                                                                                                                                  
Issuance of             23         -                  -                                                                  -        
restricted stock                                                                                                                  
Share-based              -         -              1,888                  -                     -                     1,888        
compensation                                                                                                                      
Translation              -         -                  -                  -                     2                         2        
adjustment                                                                                                                        
Net                      -         -                  -                  (                     -                         (        
loss                                                                 7,740                                           7,740        
                                                                         )                                               )        
Balance, March      68,149      $ 68          $ 202,502          $       (             $       -                  $ 25,877        
31, 2022                                                           176,693                                                        
                                                                         )                                                        


                                                                                                              
                                                 Three Months Ended March 31, 2021                            
                         Common Stock         Additional      Accumulated      Cumulative           Total     
                                               Paid-in          Deficit        Translation      Stockholders' 
                                               Capital                         Adjustments         Equity     
                      Shares      Amount                                  
Balance,              61,881      $ 62       $ 158,190        $       (         $    (           $ 16,424     
January                                                         141,825              3                        
1,                                                                    )              )                        
2021                                                                                                          
Issuance of            3,846         4          24,867                                             24,871     
common stock,                                                                                                 
net of offering                                                                                               
costs of $                                                                                                    
0.1                                                                                                           
million                                                                                                       
Issuance of common     1,975         2           8,631                -              -              8,633     
stock resulting                                                                                               
from the exercise                                                                                             
of stock options                                                                                              
Share-based                -         -           1,284                -              -              1,284     
compensation                                                                                                  
Translation                -         -               -                -              1                  1     
adjustment                                                                                                    
Net                        -         -               -                (              -                  (     
loss                                                              7,381                             7,381     
                                                                      )                                 )     
Balance,              67,702      $ 68       $ 192,972        $       (         $    (           $ 43,832     
March                                                           149,206              2                        
31,                                                                   )              )                        
2021                                                                                                          

     See accompanying notes to condensed consolidated financial statements.     
-------------------------------------------------------------------------------
                     ChromaDex Corporation and Subsidiaries                     
           Unaudited Condensed Consolidated Statements of Cash Flows            
                   (In thousands, unless otherwise indicated)                   

                                                                                                                  
                                                                                  Three Months Ended March 31,    
                                                                                  2022                   2021     
                                                                                          
Cash Flows From Operating Activities                                                                              
Net loss                                                                       $      (               $      (    
                                                                                  7,740                  7,381    
                                                                                      )                      )    
Adjustments to reconcile net loss to net cash used in operating activities:                                       
Depreciation of leasehold improvements and equipment                                201                    221    
                                                                                                                  
Amortization of intangibles                                                          49                     60    
                                                                                                                  
Amortization of right of use assets                                                 299                    126    
                                                                                                                  
Share-based compensation expense                                                  1,888                  1,284    
                                                                                                                  
Provision for doubtful trade receivables                                             10                     14    
                                                                                                                  
Non-cash financing costs                                                             18                     28    
                                                                                                                  
Changes in operating assets and liabilities:                                                                      
Trade receivables                                                                     (                      (    
                                                                                  1,094                  1,967    
                                                                                      )                      )    
Inventories                                                                           (                      (    
                                                                                  1,706                  1,079    
                                                                                      )                      )    
Implementation costs for cloud computing arrangement                                  (                      (    
                                                                                    114                     28    
                                                                                      )                      )    
Prepaid expenses and other assets                                                    46                     74    
                                                                                                                  
Accounts payable                                                                      (                  2,248    
                                                                                    643                           
                                                                                      )                           
Accrued expenses                                                                  1,645                  1,196    
                                                                                                                  
                                                                                                                  
Customer deposits and other                                                           (                      (    
                                                                                     18                     47    
                                                                                      )                      )    
Operating lease liabilities                                                           (                      (    
                                                                                     39                    154    
                                                                                      )                      )    
Net cash used in operating activities                                                 (                      (    
                                                                                  7,198                  5,405    
                                                                                      )                      )    
                                                                                                                  
Cash Flows From Investing Activities                                                                              
Purchases of leasehold improvements and equipment                                     (                      (    
                                                                                     25                     46    
                                                                                      )                      )    
                                                                                                                  
                                                                                                                  
Net cash used in investing activities                                                 (                      (    
                                                                                     25                     46    
                                                                                      )                      )    
                                                                                                                  
Cash Flows From Financing Activities                                                                              
Proceeds from issuance of common stock, net                                           -                 24,871    
                                                                                                                  
Proceeds from exercise of stock options                                               -                  8,633    
                                                                                                                  
Payment of debt issuance costs                                                        -                      (    
                                                                                                            44    
                                                                                                             )    
Principal payments on finance leases                                                  (                      (    
                                                                                      3                     15    
                                                                                      )                      )    
Net cash (used in) provided by financing activities                                   (                 33,445    
                                                                                      3                           
                                                                                      )                           
                                                                                                                  
Net (decrease) increase in cash                                                       (                 27,994    
                                                                                  7,226                           
                                                                                      )                           
Cash, including restricted cash of $                                             28,219                 16,697    
0.2                                                                                                               
million for both periods - beginning of period                                                                    
Cash, including restricted cash of $                                           $ 20,993               $ 44,691    
0.2                                                                                                               
million for both periods - end of period                                                                          
                                                                                                                  
Supplemental Disclosures of Cash Flow Information                                                                 
Cash payments for interest on finance leases                                   $      -               $      1    
                                                                                                                  
Cash payments for principal on operating lease liabilities                     $     58               $    154    
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  

     See accompanying notes to condensed consolidated financial statements.     
-------------------------------------------------------------------------------
Note 1.
Nature of Business
ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., 
ChromaDex Analytics, Inc., ChromaDex Asia Limited, ChromaDex Europa B.V. and 
ChromaDex Salik Urunleri Anonim ^irketi (collectively, "ChromaDex", the 
"Company") are a global bioscience company dedicated to healthy aging. The 
ChromaDex team, which includes world-renowned scientists, is pioneering 
research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme 
that is a key regulator of cellular metabolism and is found in every cell of 
the human body. NAD+ levels in humans have been shown to decline with age, 
among other factors, and may be increased through supplementation with NAD+ 
precursors.
ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside (NR), 
commercialized as the flagship ingredient Niagen(R). Nicotinamide riboside and 
other NAD+ precursors are protected by ChromaDex's patent and/or licensed 
rights portfolio. The Company delivers Niagen(R) as the sole active ingredient 
in its consumer product Tru Niagen(R). The Company further develops and 
commercializes proprietary-based ingredient technologies and supplies these 
ingredients as raw materials to the manufacturers of consumer products. The 
Company also offers natural product fine chemicals, known as phytochemicals, 
and related research and development services.
Note 2.
Basis of Presentation and Significant Accounting Policies
Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with accounting principles generally accepted in 
the United States of America ("generally accepted accounting principles" or 
"GAAP") for interim financial information and the instructions to Form 10-Q 
and Regulation S-X promulgated under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"). They do not include all of the information and 
footnotes required by generally accepted accounting principles for complete 
financial statements. Certain information and footnote disclosures normally 
included in financial statements prepared in accordance with GAAP have been 
condensed or omitted pursuant to such rules and regulations. In the opinion of 
management, the interim condensed consolidated financial statements include 
all adjustments (including normal recurring adjustments) necessary for a fair 
presentation of the financial condition, results of operations and cash flows 
for such periods. Results of operations for any interim period are not 
necessarily indicative of results for any other interim period or for the full 
year. These condensed consolidated financial statements should be read in 
conjunction with the consolidated financial statements and notes thereto 
included in the Company's 2021 Annual Report on Form 10-K filed with the SEC.

Basis of Consolidation
: The accompanying unaudited condensed financial statements and notes thereto 
have been prepared on a consolidated basis and reflect the consolidated 
financial position of the Company and its wholly owned subsidiaries. All 
significant intercompany balances and transactions have been eliminated from 
these financial statements.
Reclassifications:
Certain prior period results have been reclassified to be consistent with the 
current period presentation.
Significant Accounting policies
: There have been no changes to the Company's significant accounting policies 
described in the Company's Annual Report on Form 10-K filed with the SEC on 
March 14, 2022, that have had a material impact on the Company's condensed 
financial statements and related notes.
Recent Accounting Pronouncements:
In June 2016, the Financial Accounting Standards Board issued Accounting 
Standards Update (ASU) 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit 
Losses on Financial Instruments.
The standard's main goal is to improve financial reporting by requiring 
earlier recognition of credit losses on financing receivables and other 
financial assets in scope. The new guidance represents significant changes to 
accounting for credit losses: (i) full lifetime expected credit losses will be 
recognized upon initial recognition of an asset in scope; (ii) the current 
incurred loss impairment model that recognizes losses when a probable 
threshold is met will be replaced with the expected credit loss impairment 
method without recognition threshold; and (iii) the expected credit losses 
estimate will be based upon historical information, current conditions, and 
reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive 
credit loss impairment models: (i) current expected credit loss impairment 
model (Subtopic 326-20) applicable to financial assets measured at amortized 
cost; and (ii) available-for-sale debt securities impairment model (Subtopic 
326-30). ASU 2016-13 is effective for public entities for fiscal years 
beginning after December 15, 2019, including interim periods within those 
fiscal years. Public entities that qualify as a smaller reporting company can 
elect to defer compliance effective for fiscal years beginning after December 
15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its 
consolidated financial statements.
-------------------------------------------------------------------------------
Note 3.
Liquidity

Evaluation of Ability to Maintain Current Level of Operations
In connection with the preparation of these condensed consolidated financial 
statements for the three months ended March 31, 2022, management evaluated 
whether there were conditions and events, considered in the aggregate, that 
raised substantial doubt about the Company's ability to meet its obligations 
as they became due over the next twelve months from the date of issuance of 
the Company's first quarter of 2022 interim condensed consolidated financial 
statements. Management assessed that there were such conditions and events, 
including a history of recurring operating losses, negative cash flows from 
operating activities and the continued impact of the COVID-19 pandemic. The 
Company incurred a net loss of
$
7.7
million
and used net cash in operating activities of
$
7.2
million
for
the three months ended March 31, 2022.
Management evaluated these conditions and
anticipates that its current cash and cash equivalents of $
21.0
million, including restricted cash of approximately $
0.2
million, and cash to be generated from net sales will be sufficient to meet 
its projected operating plans through at least the next twelve months from the 
issuance date of these financial statements. The Company may, however, seek 
additional capital within the next twelve months, both to fund its projected 
operating plans after the next twelve months and/or to fund the Company's 
longer-term strategic objectives.
The Company has an available line of credit up to $
10.0
million, subject to certain terms and conditions, from Western Alliance Bank 
which had no outstanding borrowings as of March 31, 2022. In June 2020, the 
Company filed a $
125
million registration statement on Form S-3 with the SEC, utilizing a "shelf" 
registration process. Under this shelf registration process, the Company may 
sell securities from time to time, including up to $
50
million pursuant to the At Market Issuance Sales Agreement, dated as of June 
12, 2020, with B. Riley FBR, Inc. and Raymond James & Associates, Inc. (ATM 
Facility). As of March 31, 2022, approximately $
47.8
million remains available under the ATM Facility.
Note 4.
Earnings Per Share Applicable to Common Stockholders
The following table sets forth the computations of earnings per share amounts 
applicable to common stockholders for the three months ended March 31, 2022 
and 2021:

                                                                                                                    
                                                                        Three Months Ended March 31,          
(In thousands, except per share data)                                  2022                     2021                
Net loss                                                             $     (                 $     (                
                                                                       7,740                   7,381                
                                                                           )                       )                
                                                                                                                    
Basic and diluted loss per common share                              $     (                 $     (                
                                                                        0.11                    0.12                
                                                                           )                       )                
                                                                                                                    
Basic and diluted weighted average common shares outstanding (1):     68,314                  64,164                
                                                                                                                    
                                                                                                                    
Potentially dilutive securities (2):                                                                                
Stock options                                                         11,954                  11,466                
                                                                                                                    
Restricted stock units                                                   356                       -                
                                                                                                                    

(1) Includes approximately
0.2
million nonvested shares of restricted stock for the three months ended March 
31, 2022 and 2021 which are participating securities that feature voting and 
dividend rights.
(2) Excluded from the computation of loss per share as their impact is 
antidilutive.
Note 5.
Business Segments
The Company has the following
three
reportable segments:
.
Consumer Products segment:
provides finished dietary supplement products that contain the Company's 
proprietary ingredients directly to consumers as well as to distributors;

.
Ingredients segment
: develops and commercializes proprietary-based ingredient technologies and 
supplies these ingredients as raw materials to the manufacturers of consumer 
products; and,
.
Analytical Reference Standards and Services segment:
offers the supply of phytochemical reference standards and other research and 
development services.
-------------------------------------------------------------------------------
The Company's reportable segments are significant operating segments that 
offer differentiated services. This structure reflects the Company's current 
operational and financial management and provides the best structure to 
maximize the Company's objectives and investment strategy, while maintaining 
financial discipline. The Company's Chief Executive Officer, who is its chief 
operating decision maker (CODM), reviews financial information for each 
operating segment to evaluate performance and allocate resources. The Company 
evaluates performance and allocates resources based on reviewing gross margin 
by reportable segment. The Company's CODM does not review assets by segment in 
his evaluation and therefore assets by segment are not disclosed below. There 
are no intersegment sales that require elimination. The "Corporate and other" 
classification includes corporate items not allocated by the Company to each 
reportable segment.
The following tables set forth financial information by segment:

                                                                                                                           
Three months ended           Consumer          Ingredients      Analytical Reference Standards      Corporate       Total  
March 31, 2022           Products segment        segment             and Services segment           and other              
                                                           
(In thousands)                                                
Net                         $ 14,937            $ 1,427                 $        895                $     -       $ 17,259 
sales                                                                                                                      
Cost of                        5,252                722                          753                      -          6,727 
sales                                                                                                                      
Gross                          9,685                705                          142                      -         10,532 
profit                                                                                                                     
Operating                                                                                                                  
expenses:                                                                                                                  
Sales and                      8,074                 24                          139                      -          8,237 
marketing                                                                                                                  
Research and                   1,002                 76                            -                      -          1,078 
development                                                                                                                
General and                        -                  -                            -                  8,949          8,949 
administrative                                                                                                             
Operating                      9,076                100                          139                  8,949         18,264 
expenses                                                                                                                   
                                                                                                                           
Operating                   $    609            $   605                 $          3                $     (       $      ( 
income (loss)                                                                                         8,949          7,732 
                                                                                                          )              ) 


                                                                                                                           
Three months ended           Consumer          Ingredients      Analytical Reference Standards      Corporate       Total  
March 31, 2021           Products segment        segment             and Services segment           and other              
                                                           
(In thousands)                                                
Net                         $ 12,437            $ 1,315                 $        931                $     -       $ 14,683 
sales                                                                                                                      
Cost of                        4,203                563                          683                      -          5,449 
sales                                                                                                                      
Gross                          8,234                752                          248                      -          9,234 
profit                                                                                                                     
Operating                                                                                                                  
expenses:                                                                                                                  
Sales and                      6,111                 10                          137                      -          6,258 
marketing                                                                                                                  
Research and                     718                 69                            -                      -            787 
development                                                                                                                
General and                        -                  -                            -                  9,551          9,551 
administrative                                                                                                             
Operating                      6,829                 79                          137                  9,551         16,596 
expenses                                                                                                                   
                                                                                                                           
Operating                   $  1,405            $   673                 $        111                $     (       $      ( 
income (loss)                                                                                         9,551          7,362 
                                                                                                          )              ) 

Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by type of 
goods or services for each of its segments, as the Company believes it best 
depicts how the nature, amount, timing and uncertainty of its revenue and cash 
flows are affected by economic factors.
Disaggregated revenues are as follows:
-------------------------------------------------------------------------------

                                                                                                            
Three Months Ended           Consumer          Ingredients      Analytical Reference Standards       Total  
March 31, 2022           Products Segment        Segment             and Services Segment                   
(In thousands)                                             
Tru Niagen(R),              $ 14,937            $     -                 $          -               $ 14,937 
Consumer Product                                                                                            
Niagen(R)                          -              1,131                            -                  1,131 
Ingredient                                                                                                  
Subtotal Niagen(R)          $ 14,937            $ 1,131                 $          -               $ 16,068 
Related                                                                                                     
                                                                                                            
Other                              -                296                            -                    296 
Ingredients                                                                                                 
Reference                          -                  -                          883                    883 
Standards                                                                                                   
Consulting                         -                  -                           12                     12 
and Other                                                                                                   
Subtotal Other              $      -            $   296                 $        895               $  1,191 
Goods and Services                                                                                          
                                                                                                            
Total Net                   $ 14,937            $ 1,427                 $        895               $ 17,259 
Sales                                                                                                       


                                                                                                            
Three Months Ended           Consumer          Ingredients      Analytical Reference Standards       Total  
March 31, 2021           Products Segment        Segment             and Services Segment                   
(In thousands)                                             
Tru Niagen(R),              $ 12,437            $     -                 $          -               $ 12,437 
Consumer Product                                                                                            
Niagen(R)                          -              1,203                            -                  1,203 
Ingredient                                                                                                  
Subtotal Niagen(R)          $ 12,437            $ 1,203                 $          -               $ 13,640 
Related                                                                                                     
                                                                                                            
Other                              -                112                            -                    112 
Ingredients                                                                                                 
Reference                          -                  -                          800                    800 
Standards                                                                                                   
Consulting                         -                  -                          131                    131 
and Other                                                                                                   
Subtotal Other              $      -            $   112                 $        931               $  1,043 
Goods and Services                                                                                          
                                                                                                            
Total Net                   $ 12,437            $ 1,315                 $        931               $ 14,683 
Sales                                                                                                       

Disclosure of Major Customers
Major customers are defined as customers whose sales or trade receivables 
individually consist of more than ten percent of total sales or total trade 
receivables, respectively.
Percentage of net sales from major customers of the Company's consumer 
products segment for the periods indicated were as follows:

                                                                                       
                                           Three Months Ended March 31,          
Major Customers                           2022                     2021                
                                                                                       
A.S. Watson Group - Related Party         14.8   %                 10.6   %            
                                                                                       
                                                                                       
                                                                                       

The percentage of the amounts due from major customers to total trade 
receivables, net for the periods indicated were as follows:

                                                                             
                                                        
Major Customers                         At Mar 31, 2022      At Dec 31, 2021 
                                                                             
A.S. Watson Group - Related Party             36.5     %           39.6     %
                                                                             
Persona                                       10.1     %           10.3     %
                                                                             
                                                                             
Life Extension                                         *           22.1     %
                                                                             
Amazon Marketplaces                           15.0     %                    *
                                                                             

* Represents less than 10%
-------------------------------------------------------------------------------
Note 6.
Related Party Transactions
The Company has
two
related parties, A.S. Watson Group and Horizon Ventures, through common 
ownership of an enterprise that beneficially owns more than 10% of the common 
stock of the Company.
The sale of consumer products and corresponding trade receivables to related 
parties during the periods indicated are as follows:

                                                                                                                    
                             Net Sales                  Trade Receivable as of    
                            Three Months                                March 31,      December 31, 
                          Ended March 31,                                                           
                        2022            2021                                               2022             2021    
A.S. Watson Group      $ million       $ million                                           $ million       $ million
- Related Party      2.6             1.6                                                 2.3             2.1        
                                                                                                                    
                                                                                                                    
Total                  $ million       $ million                                           $ million       $ million
                     2.6             1.6                                                 2.3             2.1        
                                                                                                                    
                                                                                                                    

Note 7.
Inventories
The Company's major classes of inventory and corresponding balances as of 
March 31, 2022 and December 31, 2021 are as follows:

                                                                         
(In thousands)                            Mar 31, 2022      Dec 31, 2021 
Consumer Products - Finished Goods         $  7,383          $  6,823    
                                                                         
Consumer Products - Work in Process           4,323             4,131    
                                                                         
Bulk ingredients                              3,071             2,131    
                                                                         
Reference standards                             530               516    
                                                                         
Total Inventory                            $ 15,307          $ 13,601    
                                                                         

Note 8.
Leases
The Company accounts for its leases in accordance with ASU No. 2016-02 (Topic 
842) which requires that a lessee recognize the assets and liabilities that 
arise from operating leases. The ASU requires lessees to recognize a liability 
for lease obligations, which represents the discounted obligation to make 
future lease payments, and a corresponding right-of-use (ROU) asset on the 
balance sheet. The Company leases office space facilities and a research and 
development laboratory under non-cancelable operating leases with varying 
expirations extending through fiscal year 2028. The lease agreements provide 
for renewal options and rent escalation over the lease term as well as require 
the Company to pay maintenance, insurance and property taxes. Lease expense is 
recognized on a straight-line basis over the term of the lease.
Operating Leases
As of March 31, 2022, the Company had right-of-use assets and corresponding 
operating lease liabilities of approximately $
4.1
million and $
4.6
million, respectively.
For the three months ended March 31, 2022 and 2021, the components of 
operating lease expense are as follows:

                                                                                
                                    Three Months Ended March 31,          
(In thousands)                     2022                     2021                
Operating leases                                                                
Operating lease expense           $ 256                   $ 154                 
                                                                                
Variable lease expense               40                      40                 
                                                                                
Operating lease expense             296                     194                 
                                                                                
Short-term lease rent expense        64                      62                 
                                                                                
Total expense                     $ 360                   $ 256                 
                                                                                


                                                                                     
                                                                    At March 31, 2022
Weighted-average remaining lease term (years), operating leases                   5.0
Weighted-average discount rate, operating leases                            5.8     %
                                                                                     

-------------------------------------------------------------------------------
Future minimum lease payments under operating leases as of March 31, 2022 are 
as follows:

                                                                        
Year                                                      (In thousands)
2022 (Remainder)                                           $   620      
                                                                        
2023                                                           949      
                                                                        
2024                                                         1,159      
                                                                        
2025                                                         1,141      
                                                                        
2026                                                           906      
                                                                        
2027                                                           498      
                                                                        
Thereafter                                                     179      
                                                                        
Total                                                        5,452      
                                                                        
Less present value discount                                      (      
                                                               809      
                                                                 )      
Present value of total operating lease liabilities           4,643      
                                                                        
Less current portion                                             (      
                                                               630      
                                                                 )      
Long-term obligations under operating leases               $ 4,013      
                                                                        

Note 9.
Share-Based Compensation
Equity Plans
The Company grants awards to recipients through the 2017 Equity Incentive 
Plan, as amended (the 2017 Plan), which was approved by stockholders and the 
Board of Directors. The 2017 Plan provided for the issuance of shares that 
total no more than the sum of (i)
14,500,000
new shares, (ii) approximately
384,000
unallocated shares remaining available for the grant of new awards under the 
Second Amended and Restated 2007 Equity Incentive Plan, (iii) any returning 
shares such as forfeited, cancelled, or expired shares and (iv)
500,000
shares pursuant to an inducement award. The number of shares available to be 
issued under the 2017 Plan will be reduced by (i)
one
share for each share that relates to an option or stock appreciation right 
award and (ii)
1.5
shares for each share which relates to an award other than a stock option or 
stock appreciation right award (a full-value award). As of March 31, 2022, 
there were approximately
3.1
million remaining shares available for issuance under this plan. Options expire
10
years from the date of grant.
General Vesting Conditions
The Company's stock options and restricted stock unit awards are generally 
subject to a
one-year
cliff vesting period after which 1/3 of the shares vest with the remaining 
shares vesting ratably over a
two-year
period subject to the passage of time. Additionally, certain stock option 
awards are market or performance based and vest based on certain triggering 
events established by the Compensation Committee.
Stock Options
The fair value of the Company's stock options that are not market based are 
estimated at the grant date using the Black-Scholes option pricing model.
The Company used the following weighted average assumptions for options 
granted during the three months ended March 31, 2022:

                                                            
Weighted Average:          Three Months Ended March 31, 2022
Expected term                                            5.7
                                                       years
Expected volatility                         76.5           %
                                                            
Risk-free rate                               1.9           %
                                                            
Expected dividends                             -           %
                                                            

-------------------------------------------------------------------------------
Service Period Based Stock Options
The following table summarizes activity of service period-based stock options 
during the three months ended
March 31, 2022
:

                                                                                                         
                                                           Weighted Average               
(In thousands except per-share data    Number of      Exercise       Remaining              Aggregate    
and remaining contractual term)         Options        Price        Contractual             Intrinsic    
                                                                    Term (Years)              Value      
Outstanding at                          9,495         $ 4.65                  6.5           $ 2,452      
December 31, 2021                                                                                        
Options                                 1,745           2.69                                             
Granted                                                                                                  
Options                                     -              -                                      -      
Exercised                                                                                                
Options                                     (           4.83                                             
Forfeited                                 326                                                            
                                            )                                                            
Outstanding at                         10,914         $ 4.33                  6.5           $    95     *
March 31, 2022                                                                                           
                                                                                                         
Exercisable at                          7,261         $ 3.93                  5.0           $    95     *
March 31, 2022                                                                                           

*The aggregate intrinsic values in the table above are based on the Company's 
stock price of $
2.46
, which is the closing price of the Company's stock on the last day of 
business for the period ended March 31, 2022.
Restricted Stock Units
The following table summarizes activity of restricted stock units during the 
three months ended
March 31, 2022
:

                                                                                   
(In thousands except per share fair value)    Number of RSUs      Weighted Average 
                                                                     Fair Value    
Unvested shares at December 31, 2021                115              $ 10.21       
                                                                                   
Granted                                             272                 2.66       
                                                                                   
Vested                                                (                11.83       
                                                     23                            
                                                      )                            
Forfeited                                             (                11.83       
                                                      8                            
                                                      )                            
Unvested shares at March 31, 2022                   356              $  4.28       
                                                                                   
                                                                                   
Expected to vest at March 31, 2022                  356              $  4.28       
                                                                                   

Total Share-Based Compensation
Total share-based compensation expense was as follows:

                                                                                   
                                       Three Months Ended March 31,          
(In thousands)                        2022                     2021                
Share-based compensation expense                                                   
Cost of sales                       $    57                 $    40                
                                                                                   
Sales and marketing                     321                     388                
                                                                                   
Research and development                225                     138                
                                                                                   
General and administrative            1,285                     718                
                                                                                   
Total                               $ 1,888                 $ 1,284                
                                                                                   

In future periods, the Company expects to recognize approximately $
10.1
million and $
1.4
million in share-based compensation expense for unvested options and unvested 
restricted stock units, respectively, that were outstanding as of March 31, 
2022. Future share-based compensation expense will be recognized over
2.1
and
2.5
weighted average years for unvested options and restricted stock units, 
respectively.
-------------------------------------------------------------------------------
Note 10.
Commitments and Contingencies
Legal
proceedings
1. Elysium Health, LLC
(A) California Action
On December 29, 2016, ChromaDex 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 (Complaint). 
On January 25, 2017, Elysium filed an answer and counterclaims in response to 
the Complaint (together with the Complaint, the "California Action"). Over the 
course of the California Action, the parties have each filed amended pleadings 
several times and have each engaged in several rounds of motions to dismiss 
and one round of motion for judgment on the pleadings with respect to various 
claims. Most recently, on November 27, 2018, ChromaDex filed a fifth amended 
complaint that added an individual, Mark Morris, as a defendant. Elysium and 
Morris (Defendants) moved to dismiss on December 21, 2018. The court denied 
Defendants' motion on February 4, 2019. Defendants filed their answer to 
ChromaDex's fifth amended complaint on February 19, 2019. ChromaDex filed an 
answer to Elysium's restated counterclaims on March 5, 2019. Discovery closed 
on August 9, 2019.
On August 16, 2019, the parties filed motions for partial summary judgment as 
to certain claims and counterclaims. The parties filed opposition briefs on 
August 28, 2019, and reply briefs on September 4, 2019. On October 9, 2019, 
among other things, the court vacated the previously scheduled trial date, 
ordered supplemental briefing with respect to certain issues related to 
summary judgment. Elysium filed its opening supplemental brief on October 30, 
2019, ChromaDex filed its opening supplemental brief on November 18, 2019, and 
Elysium filed a reply brief on November 27, 2019, and the court heard argument 
on January 13, 2020. On January 16, 2020, the court granted both parties' 
motions for summary judgment in part and denied both in part. On ChromaDex's 
motion, the court granted summary judgment in favor of ChromaDex on Elysium's 
counterclaims for (i) breach of contract related to manufacturing Niagen(R) 
according to the defined standard, selling Niagen(R) and ingredients that are 
substantially similar to pterostilbene to other customers, distributing the 
Niagen(R) product specifications, and failing to provide information 
concerning the quality and identity of Niagen(R), and (ii) breach of the 
implied covenant of good faith and fair dealing. The court denied summary 
judgment on Elysium's counterclaims for (i) fraudulent inducement of the 
Trademark License and Royalty Agreement, dated February 3, 2014, by and 
between ChromaDex and Elysium (License Agreement), (ii) patent misuse, and 
(iii) unjust enrichment. On Elysium's motion, the court granted summary 
judgment in favor of Elysium on ChromaDex's claim for damages related to $

110,000
in avoided costs arising from documents that Elysium used in violation of the 
Supply Agreement, dated February 3, 2014, by and between ChromaDex and 
Elysium, as amended (Niagen(R) Supply Agreement). The court denied summary 
judgment on Elysium's counterclaim for breach of contract related to certain 
refunds or credits to Elysium. The court also denied summary judgment on 
ChromaDex's breach of contract claim against Morris and claims for 
disgorgement of $
8.3
million in Elysium's resale profits, $
600,000
for a price discount received by Elysium, and $
684,781
in Morris's compensation.
Following the court's January 16, 2020 order, ChromaDex's claims asserted in 
the California Action, among other allegations, were that (i) Elysium breached 
the Supply Agreement, dated June 26, 2014, by and between ChromaDex and 
Elysium (pTeroPure(R) Supply Agreement), by failing to make payments to 
ChromaDex for purchases of pTeroPure(R) and by improper disclosure of 
confidential ChromaDex information pursuant to the pTeroPure(R) Supply 
Agreement, (ii) Elysium breached the Niagen(R) Supply Agreement, by failing to 
make payments to ChromaDex for purchases of Niagen(R), (iii) Defendants 
willfully and maliciously misappropriated ChromaDex trade secrets concerning 
its ingredient sales business under both the California Uniform Trade Secrets 
Act and the Federal Defend Trade Secrets Act, (iv) Morris breached two 
confidentiality agreements he signed by improperly stealing confidential 
ChromaDex documents and information, (v) Morris breached his fiduciary duty to 
ChromaDex by lying to and competing with ChromaDex while still employed there, 
and (vi) Elysium aided and abetted Morris's breach of fiduciary duty. 
ChromaDex sought damages and interest for Elysium's alleged breaches of the 
Niagen(R) Supply Agreement and pTeroPure(R) 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'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 and Elysium's aiding and abetting of that alleged breach.
-------------------------------------------------------------------------------
Elysium's claims alleged in the California Action were that (i) ChromaDex 
breached the Niagen(R) Supply Agreement by not issuing certain refunds or 
credits to Elysium, (ii) ChromaDex fraudulently induced Elysium into entering 
into the License Agreement, (iv) ChromaDex's conduct constitutes misuse of its 
patent rights, and (v) ChromaDex was unjustly enriched by the royalties 
Elysium paid pursuant to the License Agreement. Elysium sought damages for 
ChromaDex's alleged breaches of the Niagen(R) Supply Agreement, and 
compensatory damages, punitive damages, and/or rescission of the License 
Agreement and restitution of any royalty payments conveyed by Elysium pursuant 
to the License Agreement, and a declaratory judgment that ChromaDex has 
engaged in patent misuse.
On January 17, 2020, Elysium moved to substitute its counsel. The same day, 
the court ordered hearing on that motion for January 21, 2020, and granted 
Elysium's motion at the hearing. On January 23, 2020, the court issued a 
scheduling order that, among other things, set trial on the remaining claims 
to begin on May 12, 2020. On March 19, 2020, in light of the global 2019 
coronavirus disease ("COVID-19" or "COVID") pandemic and ongoing private 
mediation efforts, the parties jointly stipulated to adjourn the trial date. 
The court vacated the trial date on March 20, 2020. The court held a 
telephonic status conference on June 9, 2020, during which the court indicated 
that it will reschedule the jury trial as soon as conditions permit. On 
November 4, 2020, the parties submitted a joint status report indicating that 
they will propose a new trial date as soon as the court announces that it will 
resume jury trials. On November 18, 2020, the court set trial to begin on 
September 21, 2021.
On December 11, 2020, Elysium filed a "Notice of Correction of Depositions" 
related to the depositions of its chief executive officer, Eric Marcotulli, 
and chief operating officer, Daniel Alminana, both taken in March 2019. On 
March 8, 2021, based in part on information that Elysium submitted under seal 
with that notice, ChromaDex filed a motion for sanctions or, in the 
alternative, reconsideration of the court's January 16, 2020 order regarding 
summary judgment, in which ChromaDex moved to dismiss Elysium's third, fourth, 
and fifth counterclaims. Elysium's opposition brief was filed on March 22, 
2021. ChromaDex filed its reply brief on March 29, 2021. On April 27, 2021, 
the court denied ChromaDex, Inc's motion for terminating sanctions, but 
concluded that the evidence at issue in the motion will be admissible at trial.

The jury trial portion of the case commenced on September 21, 2021.
The jury returned a verdict on September 27, 2021.
The verdict found (i) Elysium liable for breaches of the Niagen(R) and 
pTeroPure(R) Supply Agreements for failing to pay for purchases of the 
ingredients totaling approximately $
3.0
million, (ii) Mark Morris liable for breach of a confidentiality agreement, 
requiring him to disgorge approximately $
17,307
, (iii) ChromaDex liable for breaching the Niagen(R) Supply Agreement for not 
issuing certain refunds or credits to Elysium in the amount of $
625,000
, and (iv) ChromaDex liable for fraudulent inducement of the Licensing 
Agreement in the amount of $
250,000
, along with $
1,025,000
in punitive damages arising from the same counterclaim. On October 25, 2021, 
ChromaDex informed the court that it would request prejudgment interest on the 
approximately $
3.0
million in damages awarded by the jury for Elysium's breaches of the Niagen(R) 
and pTeroPure(R) Supply Agreements. Elysium's opposition brief was filed on 
January 24, 2022, and ChromaDex, Inc.'s reply brief was filed on January 31, 
2022. On February 10, 2022, the court denied ChromaDex Inc.'s motion for 
prejudgment interest.
On February 18, 2022, ChromaDex, Inc. and Elysium jointly filed a notice 
informing the court that ChromaDex, Inc. had filed in the U.S. District Court 
for the Southern District of New York (SDNY Court) a motion to enforce a 
settlement agreement between ChromaDex, Inc. and Elysium that ChromaDex, Inc. 
asserts would materially affect the California Action. On April 22, 2022, 
ChromaDex, Inc. and Elysium jointly filed a notice informing the court that 
the SDNY Court had granted ChromaDex, Inc.'s motion to enforce the settlement 
agreement. On April 29, 2022, ChromaDex, Inc. filed a notice informing the 
court that the SDNY Court had dismissed the SDNY action with prejudice 
pursuant to the settlement agreement.
(B) 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 (Elysium SDNY Complaint). Elysium Health alleged in the 
Elysium SDNY Complaint that ChromaDex made false and misleading statements in 
a citizen petition to the Food and Drug Administration it filed on or about 
August 18, 2017. Among other allegations, Elysium Health averred that the 
citizen petition made Elysium Health's product appear dangerous, while casting 
ChromaDex's own product as safe. The Elysium SDNY Complaint asserted four 
claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. (s) 
1125(a); (ii) trade libel; (iii) deceptive business practices under New York 
General Business Law (s) 349; and (iv) tortious interference with prospective 
economic relations. On October 26, 2017, ChromaDex moved to dismiss the 
Elysium SDNY Complaint on the grounds that, inter alia, its statements in the 
citizen petition are immune from liability under the Noerr-Pennington 
Doctrine, the litigation privilege, and New York's Anti-SLAPP statute, and 
that the Elysium SDNY Complaint failed to state a claim. Elysium Health 
opposed the motion on November 2, 2017. ChromaDex filed its reply on November 
9, 2017.
-------------------------------------------------------------------------------
On October 26, 2017, ChromaDex filed a complaint in the United States District 
Court for the Southern District of New York against Elysium Health (ChromaDex 
SDNY Complaint). ChromaDex alleges that Elysium Health made material false and 
misleading statements to consumers in the promotion, 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. (s)1125(a); (ii) unfair 
competition under 15 U.S.C. (s) 1125(a); (iii) deceptive practices under New 
York General Business Law (s) 349; (iv) deceptive practices under New York 
General Business Law (s) 350; and (v) tortious interference with prospective 
economic advantage. On November 16, 2017, Elysium Health moved to dismiss for 
failure to state a claim. ChromaDex 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 Elysium Health-ChromaDe
x Litigation, 17-cv-7394, and stayed discovery in the consolidated action 
pending a Court-ordered mediation. The mediation was unsuccessful. On 
September 27, 2018, the Court issued a combined ruling on both parties' 
motions to dismiss. For ChromaDex's motion to dismiss, the Court converted the 
part of the motion on the issue of whether the citizen petition is immune 
under the Noerr-Pennington Doctrine into a motion for summary judgment, and 
requested supplemental evidence from both parties, which were submitted on 
October 29, 2018. The Court otherwise denied the motion to dismiss. On January 
3, 2019, the Court granted ChromaDex's motion for summary judgment under the 
Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY 
Complaint. Elysium moved for reconsideration on January 17, 2019. The Court 
denied Elysium's motion for reconsideration on February 6, 2019, and issued an 
amended final order granting ChromaDex's motion for summary judgment 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 dismissing 
two others, sustaining the claim under New York General Business Law (s) 349, 
and dismissing the claims under New York General Business Law (s) 350 and for 
tortious interference. Elysium filed an answer and counterclaims on October 
10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 
U.S.C. (s)1125(a); (ii) unfair competition under 15 U.S.C. (s) 1125(a); and 
(iii) deceptive practices under New York General Business Law (s) 349. 
ChromaDex answered Elysium's counterclaims on November 2, 2018.
ChromaDex filed an amended complaint on March 27, 2019, adding new claims 
against Elysium Health for false advertising and unfair competition under the 
Lanham Act, 15 U.S.C. (s) 1125(a). On April 10, 2019, Elysium Health answered 
the amended complaint and filed amended counterclaims, also adding new claims 
against ChromaDex for false advertising and unfair competition under the 
Lanham Act, 15 U.S.C. (s) 1125(a). On July 1, 2019, Elysium Health filed 
further amended counterclaims, adding new claims under the Copyright Act 
(s)(s) 106 & 501. On February 9, 2020, ChromaDex filed a motion for leave to 
amend its complaint to add additional claims against Elysium Health for false 
advertising and unfair competition. On February 10, 2020, Elysium Health filed 
a motion for leave to amend its counterclaims to identify allegedly false and 
misleading statements in ChromaDex's advertising. Those motions were both 
granted after respective stipulations. On March 12, 2020, Elysium Health 
answered the second amended complaint. On March 13, 2020, ChromaDex filed an 
answer and objection to Elysium Health's third amended counterclaims.
On December 14, 2020, Elysium Health filed a motion to supplement and amend 
its counterclaims to add claims regarding alleged advertising related to 
COVID, to add an allegation about a change to the ChromaDex website, and to 
remove its copyright infringement claim under the Copyright Act. On January 
19, 2021, the Court denied Elysium Health's motion to add claims regarding 
alleged advertising related to COVID. The Court granted the unopposed requests 
to add an allegation about a change to ChromaDex's website and to remove 
Elysium's Copyright Act claim. Pursuant to the Court's order, Elysium filed 
fourth amended counterclaims on April 21, 2021.
All discovery closed on April 23, 2021. The Court vacated a previously 
scheduled joint pretrial order and trial date because of COVID-19, and the 
Court has informed the Parties that trial date will be rescheduled in November 
or December 2021.
Both parties filed dispositive and
Daubert
motions on June 4, 2021. Opposition papers were filed by both parties on June 
25, 2021, and reply papers were filed on July 9, 2021. On January 10, 2022, 
both parties appeared for oral argument on the dispositive and
Daubert
motions.
-------------------------------------------------------------------------------
On February 3, 2022, ChromaDex reached a settlement in order to resolve the 
SDNY action in its entirety as well as the claims tried to the jury in the 
Central District of California (the "Settlement Agreement"). Shortly 
thereafter, before the parties could notify the Court, the Court issued a 
ruling on the pending dispositive and
Daubert
motions, dismissing ChromaDex's SDNY complaint in its entirety on the grounds 
that ChromaDex's damages were uncertain, and dismissing some of Elysium's 
claims. Elysium then asserted that a settlement had not been reached. 
ChromaDex thereafter filed a motion to enforce the Settlement Agreement in its 
entirety on February 16, 2022. Elysium's opposition to that motion was filed 
on March 2, 2022, and ChromaDex's reply was filed on March 9, 2022. On April 
19, 2022, the Court concluded that a settlement had been reached and granted 
ChromaDex's motion to enforce the Settlement Agreement. On April 28, 2022, 
pursuant to the Settlement Agreement, the Court dismissed the entire action 
with prejudice.
The Company is unable to predict the outcome of the Elysium SDNY Complaint or 
any possible appeals and, at this time, cannot reasonably estimate the 
possible loss or range of loss with respect to the legal proceeding discussed 
herein. As of March 31, 2022, ChromaDex did not accrue a potential loss for 
the Elysium SDNY Complaint because ChromaDex believes that the allegations are 
without merit and thus it is not probable that a liability has been incurred.
(C) Delaware
-
Patent Infringement Action
On September 17, 2018, ChromaDex and Trustees of Dartmouth College filed a 
patent infringement complaint in the United States District Court for the 
District of Delaware against Elysium Health, Inc. The complaint alleges that 
Elysium's BASIS(R) dietary supplement infringes U.S. Patent Nos. 8,197,807 
(`807 Patent) and 8,383,086 (`086 Patent) that comprise compositions 
containing isolated nicotinamide riboside held by Dartmouth and licensed 
exclusively to ChromaDex On October 23, 2018, Elysium filed an answer to the 
complaint. The answer asserts various affirmative defenses and denies that 
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 
Patent and the `086 Patent before the Patent Trial and Appeal Board (PTAB) and 
(2) the outcome of the litigation in the California Action. ChromaDex filed an 
opposition brief on November 21, 2018 detailing the issues with Elysium's 
motion to stay. In particular, ChromaDex 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 litigation 
in Delaware would continue regardless. In addition, ChromaDex argued that the 
litigation in the California Action is unlikely to have a significant effect 
on the ongoing patent litigation. After the PTAB released its written decision 
upholding claim 2 of the `086 Patent, proving right ChromaDex's prediction, 
ChromaDex informed the Delaware court of the PTAB's decision on January 17, 
2019. On June 19, 2019, the Delaware court granted in part and denied in part 
Elysium's motion, ordering that the case was stayed pending the resolution of 
Elysium's patent misuse counterclaim in the California Action.
On November 1, 2019, ChromaDex filed a motion to lift the stay due to changed 
circumstances in the California Action, among other reasons. Briefing on the 
motion was completed on November 22, 2019. On January 6, 2020, the Delaware 
court issued an oral order instructing the parties to submit a joint status 
report after the January 13, 2020 motions hearing in the California Action. 
The joint status report was submitted on January 30, 2020. On February 4, 
2020, the Delaware court issued an order granting ChromaDex's motion to lift 
the stay and setting a scheduling conference for March 10, 2020. On March 19, 
2020, the Delaware court entered a scheduling order, which, among other 
things, set the claim-construction hearing for December 17, 2020 and trial for 
the week of September 27, 2021. On April 17, 2020, ChromaDex served 
infringement contentions. Elysium filed a Second Amended Answer on July 10, 
2020.
On April 24, 2020, ChromaDex moved for leave to amend the complaint to add 
Healthspan Research, LLC as a plaintiff. On May 5, 2020, Elysium filed its 
opposition to ChromaDex's motion for leave to amend and moved to dismiss 
ChromaDex for alleged lack of standing. ChromaDex filed its opposition to 
Elysium's motion to dismiss and reply in support of its motion to amend on May 
19, 2020. Elysium filed its reply in support of its motion to dismiss on May 
26, 2020. The Court held a hearing on the motion for leave to amend the 
complaint and Elysium's motion to dismiss on September 16, 2020. On December 
15, 2020, the Court entered orders (i) granting in part and denying in part 
Elysium's motion to dismiss ChromaDex for alleged lack of standing; and (ii) 
denying ChromaDex's motion for leave to amend. ChromaDex filed a motion for 
reargument on December 29, 2020. Elysium filed a response to the motion for 
reargument on January 28, 2021. ChromaDex filed a motion for leave to file a 
reply on February 8, 2021. Elysium filed a response to the motion for leave to 
file a reply on February 12, 2021. ChromaDex filed a reply to the motion for 
leave to file a reply on February 19, 2021. The Court granted the motion for 
leave to file the reply on April 26, 2021, and denied the motion for 
reargument on April 27, 2021.
-------------------------------------------------------------------------------
On July 22, 2020 the parties filed a Joint Claim Construction Chart and 
respective motions for claim construction. The parties filed a Joint Claim 
Construction Brief on November 5, 2020. The Court held a Markman hearing on 
claim-construction issues on December 17, 2020. The Court entered a 
claim-construction ruling on January 5, 2021.
Fact discovery closed on January 26, 2021. Opening expert reports were served 
on February 9, 2021. Responsive expert reports were served on March 9, 2021. 
Reply expert reports were served on March 30, 2021. Both parties filed 
dispositive and
Daubert
motions on April 27, 2021.
On September 21, 2021, the Court granted Elysium's motion for summary judgment 
that the claims of the `807 and `086 patents are invalid based on 
patent-ineligible subject matter. ChromaDex filed a notice of appeal on 
November 2, 2021. ChromaDex's opening brief was filed on February 2, 2022. 
Elysium's response brief was filed on April 11, 2022. ChromaDex's reply brief 
was filed on May 9, 2022. Oral argument has not yet been scheduled. If the 
appeal is unsuccessful or if on remand the Court dismisses ChromaDex's claims 
for some other reason, that could reduce or eliminate any competitive 
advantage the Company may otherwise have had.
2. Thorne Research, Inc
.
(A) Inter Partes Review Proceedings
On or around September 28, 2020, Thorne Research, Inc. (Thorne) provided 
notice to ChromaDex that it intended to terminate its March 25, 2019 Supply 
Agreement and subsequent amendments with ChromaDex, effective as of December 
31, 2020. A discussion between ChromaDex and Thorne followed, and Thorne 
asserted that it could challenge the `086 Patent in an inter partes review 
(IPR) proceeding on the basis of prior art, but would be willing to enter into 
a mutual existence agreement that would permit Thorne to source NR from a 
third party. Thorne did not offer substantive information supporting a prior 
art claim or about the nature of the threatened IPR.
On December 1, 2020, Thorne filed a petition for IPR of the `086 Patent. 
Dartmouth's preliminary response to the petition was filed on March 15, 2021. 
On June 10, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision 
instituting an IPR on the `086 Patent. On September 21, 2021, Dartmouth filed 
its Patent Owner Response. On December 21, 2021, Thorne filed its reply. Oral 
argument was held on March 15, 2022. A final written decision has not yet been 
rendered.
On February 1, 2021, Thorne filed a petition for IPR of the `807 Patent. 
Dartmouth's preliminary response to the petition was filed on May 18, 2021. On 
August 12, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision 
instituting an IPR on the `807 Patent. On November 9, 2021, Dartmouth filed 
its Patent Owner Response. On February 15, 2022, Thorne filed its reply. Oral 
argument will be held on May 17, 2022.
(B) Southern District of New York - Patent Infringement Action
On May 12, 2021, ChromaDex and Trustees of Dartmouth College filed a patent 
infringement complaint in the United States District Court for the Southern 
District of New York. The complaint alleges that certain of Thorne's dietary 
supplements containing isolated NR infringe the `807 and `086 Patents, which 
claim compositions containing isolated nicotinamide riboside and are held by 
Dartmouth and licensed exclusively to ChromaDex On July 6, 2021, Thorne filed 
an answer and counterclaims to the complaint. The answer asserts various 
affirmative defenses and denies that Plaintiffs are entitled to any relief. 
The counterclaims seek declaratory judgment of patent invalidity for the `807 
and `086 Patents. On July 8, 2021, the parties filed a proposed stipulation 
and order staying the matter pending issuance of the institution decision in 
the `807 Patent IPR. On July 9, 2021, the Court granted the stipulation and 
order to stay. On August 19, 2021, the parties filed a proposed stipulation 
and order staying the matter pending issuance of final written decisions in 
the IPRs. On August 20, 2021, the Court granted the stipulation and order to 
stay.
-------------------------------------------------------------------------------
3. Erica Martinez
(A) California Action
On October 1, 2021, Erica Martinez, a former employee of ChromaDex, filed a 
complaint in the Orange County Superior Court alleging claims against 
ChromaDex for: (1) disability discrimination, (2) failure to accommodate a 
disability, (3) failure to engage in the interactive process, (4) retaliation 
for taking California Family Rights Act leave, and (5) failure to prevent 
discrimination and harassment. Martinez's allegations are based primarily upon 
Martinez's claim that her son was allegedly diagnosed with Autism Spectrum 
Disorder in or around July 17, 2019, and ChromaDex allegedly retaliated 
against, and ultimately terminated, her for taking time off to care for her 
son and attend his doctors' appointments. ChromaDex has not been served with 
the Summons and Complaint. The parties have settled this matter and the 
request for dismissal, with prejudice, of Martinez's claims was entered on 
January 25, 2022.
4. Lynda Power
(A) Florida Action
On April 18, 2022, Lynda Power, a citizen of the state of Florida, filed a 
complaint in the United States District Court for the Middle District of 
Florida, Orlando Division alleging claims against ChromaDex for (1) product 
liability (2) personal injury (3) strict liability and (4) negligence. Power's 
allegations are based primarily upon Power's claim that she suffered an 
adverse event after consuming the Company's products. As of May 12, 2022, the 
Company has not been served with the Summons and Complaint. The Company 
believes these claims are without merit, will aggressively defend itself, and 
does not anticipate that the ultimate resolution of this matter will be 
material to the Company's operations, financial condition or cash flows.

5. Other
(A) Rejuvenation Therapeutics
On September 15, 2020, the Company received a letter from a customer, 
Rejuvenation Therapeutics Corp. (Rejuvenation), and has received subsequent 
correspondence, requesting a full refund of approximately $
1.6
million of Niagen(R) it purchased, alleging breaches of the supply agreement 
between the parties. As of March 31, 2022, the Company has recorded a return 
liability of approximately $
0.5
million, which the Company offered to settle in good faith. On May 13, 2021, 
Rejuvenation filed a complaint in the Superior Court of the State of 
California, County of Orange, asserting causes of action for Concealment and 
Negligent Misrepresentation. On July 20, 2021, Rejuvenation filed an amended 
complaint adding a claim for Declaratory Relief. The Company filed a demurrer 
on September 3, 2021. On February 1, 2022, the Court sustained ChromaDex's 
demurrer in its entirety with leave to amend as to the claims for Concealment 
and Negligent Misrepresentation, and without leave to amend as to the claim 
for Declaratory Relief. On February 16, 2022, Rejuvenation filed a Second 
Amended Complaint, asserting causes of action for Fraud and Negligent 
Misrepresentation. The Company believes these claims are without merit and 
will aggressively defend itself if a reasonable settlement cannot be reached. 
The Company does not anticipate that the ultimate resolution of this matter 
will be material to the Company's operations, financial condition or cash 
flows.
6. Contingencies
(A)
In September 2019, the Company received a letter from a licensor stating that 
the Company owed the licensor $
1.6
million plus interest for sublicense fees as a result of the Company entering 
into a supply agreement with a customer. After reviewing the relevant facts 
and circumstances, the Company believes that the Company does not owe any 
sublicense fees to the licensor and has corresponded with the licensor to 
resolve the matter. The Company does not believe that the ultimate resolution 
of this matter will be material to the Company's results of operations, 
financial condition or cash flows.
-------------------------------------------------------------------------------
(B)
On November 17, 2020, the Company received a warning letter (the Letter) from 
the United States Food and Drug Administration (FDA) and Federal Trade 
Commission (FTC). The Letter references statements issued by the Company 
relating to preclinical and clinical research results involving nicotinamide 
riboside and COVID-19. The statements were included in press releases and 
referenced in social media posts.
On November 18, 2020, the Company provided a response to the Letter stating 
that the Company disagrees with the assertion in the Letter that the Company's 
products are intended to mitigate, prevent, treat, diagnose or cure COVID-19 
in violation of certain sections of the Federal Food, Drug, and Cosmetic Act 
or that they were unsubstantiated under the FTC Act, but rather accurately 
reflected the  state of the science and the results of scientific research. 
Nonetheless, the Company also responded that it had deleted social media 
references to the studies and removed related press releases from its website.

On April 30, 2021, the Company received an additional warning letter (the 
Second Letter) from only the FTC.  The Second Letter references the original 
Letter, and cites additional statements issued by the Company and certain 
officers and advisors of the Company relating to nicotinamide riboside and 
scientific studies related to COVID-19.  The Second Letter asserts that such 
statements contain coronavirus-related prevention or treatment claims and are 
deceptive in violation of the Federal Trade Commission Act.
On May 4, 2021, the Company provided a response to the Second Letter stating 
that it had removed the social posts from its accounts identified in the 
Second Letter and requested that third parties remove the post from their 
accounts that were identified in the Second Letter. The Company stated that 
the press release identified in the Second Letter is appropriate and not a 
deceptive act or practice under applicable law. The Company affirmed its 
belief in the need to accurately report on the scientific results of its 
studies to its investors and welcomed the opportunity to discuss its research 
and development program with the FTC and receive guidance on future releases.
The Company does not believe that the ultimate resolution of this matter will 
be material to the Company's results of operations, financial condition or 
cash flows.
Note 11.
Subsequent Events
The Company has evaluated subsequent events through the filing date of this 
Form 10-Q with the SEC, to ensure that this filing includes all appropriate 
footnote disclosure of events both recognized in the financial statements as of

March 31, 2022
, and events which occurred subsequently but were not recognized in the 
financial statements. There were no subsequent events which required 
recognition, adjustment to or disclosure in the financial statements.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and 
Results of Operations
The following Management's Discussion and Analysis (MD&A) of Financial 
Condition and Results of Operations should be read in conjunction with the 
condensed consolidated financial statements and notes thereto included in this 
Form 10-Q and in our
2021
Annual Report on Form 10-K. All dollar amounts in this Management's Discussion 
and Analysis of Financial Condition and Results of Operations are approximate.
Growth and percentage comparisons made herein generally refer to the three 
months ended March 31, 2022 compared with the three months ended March 31, 
2021 unless otherwise noted. Unless otherwise indicated or unless the context 
otherwise requires, all references in this document to "we," "us," "our," the 
"Company," "ChromaDex" and similar expressions refer to ChromaDex Corporation, 
and depending on the context, its subsidiaries.
Special Note Regarding Forward Looking Statements
Certain statements in this MD&A, other than purely historical information, 
including estimates, projections, statements relating to our business plans, 
objectives and expected operating results, and the assumptions upon which 
those statements are based, are "forward-looking statements" within the 
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A 
of the Securities Act of 1933, as amended, and Section 21E of the Securities 
Exchange Act of 1934, as amended. Forward-looking statements generally can be 
identified by the use of forward-looking terminology such as "expects," 
"anticipates," "intends," "estimates," "plans," "potential," "possible," 
"probable," "believes," "seeks," "may," "will," "should," "could," "predicts," 
"projects," "continue," "would" or the negative of such terms or other similar 
expressions. Forward-looking statements are based on current expectations and 
assumptions that are subject to risks and uncertainties which may cause actual 
results to differ materially from the forward-looking statements. We undertake 
no obligation to update or revise publicly any forward-looking statements, 
whether as a result of new information, future events, or otherwise. Readers 
should carefully review the risk factors set forth below in Part II, Item 1A, 
"Risk Factors" and our financial statements and related notes in our Annual 
Report on Form 10-K for the year ended December 31, 2021 filed with the 
Securities and Exchange Commission on March 14, 2022 (Annual Report).
Company Overview
We are a global bioscience company dedicated to healthy aging. Our team, which 
includes world-renowned scientists, is pioneering research on nicotinamide 
adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of 
cellular metabolism and is found in every cell of the human body. NAD+ levels 
in humans have been shown to decline by more than 50% from young adulthood to 
middle age. In addition to age, other factors linked to NAD+ depletion include 
poor diet, excess alcohol consumption and a number of disease states. NAD+ 
levels may be increased through supplementation with NAD+ precursors, such as 
nicotinamide riboside (NR), calorie restriction and moderate exercise.
In 2013, we commercialized Niagen(R), a proprietary form of NR, a novel form 
of vitamin B3. Data from numerous preclinical studies and human clinical 
trials show that NR is a highly efficient NAD+ precursor that significantly 
raises NAD+ levels in blood and tissue. Niagen(R) is confirmed safe for human 
consumption as a dietary supplement and food ingredient. Niagen(R) has twice 
been successfully reviewed under the U.S. Food and Drug Administration's (FDA) 
new dietary ingredient (NDI) notification program, it has been successfully 
notified to the FDA as generally recognized as safe (GRAS), and has been 
approved by Health Canada, the European Commission and the Therapeutic Goods 
Administration of Australia. Clinical studies of Niagen(R) have demonstrated a 
variety of outcomes including increased NAD+ levels, altered body composition, 
increased cellular metabolism and increased energy production. Niagen(R) is 
protected by patents to which we are the owner or have exclusive rights.
While best known for its role in cellular energy production, NAD+ is also 
thought to play an important role in healthy aging. Many cellular functions 
related to health and healthy aging are sensitive to levels of locally 
available NAD+ and this represents an active area of research in the field of 
NAD+. To date, there are over 450 published human clinical studies related to 
NAD+ and its impact on health. These areas of study include understanding 
NAD+'s role in Alzheimer's disease, Parkinson's disease, neuropathy, 
sarcopenia, liver disease and heart failure.
We are among the world leaders in the emerging NAD+ space. Through our 
ChromaDex External Research Program (CERP), we have amassed more than 250 
research partnerships with leading universities and research institutions 
around the world including the National Institutes of Health, Cornell, 
Dartmouth, Harvard, Massachusetts Institute of Technology, University of 
Cambridge and the Mayo Clinic. The results of the 250+ research agreements 
have allowed CERP to help produce the trusted science behind Niagen(R) and 
continue to advance the understanding of NAD+ in health, diseases, and aging. 
We value and encourage strong scientific rigor behind our products and seek to 
continually develop additional relationships in pursuit of this. CERP is a 
vital component of our research and development platform along with our 
scientific advisory board. Our scientific advisory board supports the 
technical and intellectual property needs of investigators, presents research 
at conferences, and helps build and support the NAD+ and healthy aging 
research community.
-------------------------------------------------------------------------------
Our scientific advisory board is led by Chairman Dr. Roger Kornberg, Nobel 
Laureate Stanford Professor, Dr. Charles Brenner, one of the world's 
recognized experts in NAD+ and discoverer of NR as a NAD+ precursor, Dr. Rudy 
Tanzi, the co-chair of the department of neurology at Harvard Medical School, 
Sir John Walker, Nobel Laureate and Emeritus Director, MRC Mitochondrial 
Biology Unit in the University of Cambridge, England, Dr. Bruce German, 
Chairman of food, nutrition and health at the University of California, Davis, 
Dr. Brunie Felding, Associate Professor, Department of Molecular Medicine at 
Scripps Research Institute, California Campus, and Dr. David Katz, the Founder 
and former director of Yale University's Yale-Griffin Prevention Research 
Center; President and Founder of the non-profit True Health Initiative; and 
Founder and Chief Executive Officer of Diet ID, Inc.
Impact of COVID-19
The worldwide outbreak of COVID-19 continues to drive global uncertainty and 
disruption, which has created headwinds for our business. Authorities have 
imposed, and businesses and individuals have implemented, numerous measures to 
try to contain the virus or treat its impact, such as travel bans and 
restrictions, quarantines, shelter-in-place/stay-at-home and social distancing 
orders, store closures and reduced operating hours, and vaccine requirements. 
These measures have impacted and may further impact our workforce and 
operations and those of our respective suppliers and partners.
Our primary focus throughout the COVID-19 pandemic has remained ensuring the 
health and safety of our employees through office closures or implementing 
enhanced safety protocols to ensure the well-being of our employees. We have 
adapted to the new environment and have been able to successfully conduct 
business virtually.
The degree to which COVID-19 impacts our results will depend on future 
developments, which are highly uncertain and cannot be predicted, including 
the duration and severity of the pandemic; surges related to new variants; the 
actions taken to contain the virus or treat its impact; other actions taken by 
governments, businesses, and individuals in response to the virus and 
resulting economic disruption; and how quickly and to what extent normal 
economic and operating conditions can resume. Additional impacts and risks may 
arise that we are not aware of or able to respond to effectively. We are 
similarly unable to predict the extent of the impact of the pandemic on our 
customers, suppliers, and other partners, but a material effect on these 
parties could also materially adversely affect us. The impact of COVID-19 can 
also exacerbate other risks discussed in Part II, Item 1A Risk Factors and 
throughout this report.
Supply chain disruptions, inflation and changing prices
We have experienced, and could in the future experience, global supply chain 
delays including challenges with transportation, logistics and production 
lead-times, as well as labor shortages and cost inflation. In the first 
quarter of 2021, we experienced delays due to global components and packaging 
shortages for our consumer products across our supply chain. Supply chain 
delays, among other factors such as store closures, have impacted our sales to 
partners in international markets. These supply chain challenges were 
addressed in the second quarter of 2021 and we have otherwise not encountered 
any major disruptions in our supply chain. It is our intention to maintain 
adequate safety stocks to support our growth and we currently believe we have 
adequate inventory on hand to meet current demands. We have also recently 
experienced inflation in labor, raw materials and other costs. Inflation can 
also have a long-term impact as increasing costs may impact our ability to 
maintain satisfactory margins. We may be unsuccessful in passing these 
increases on to our customers or finding other mitigating solutions. 
Furthermore, increases in inflation may not be matched by growth in consumer 
income, which also could have a negative impact on customer spending. We will 
continue to monitor this situation closely as conditions may become more 
challenging due to ongoing and uncertain economic factors.
Financial Condition and Results of Operations
The discussion and analysis of our financial condition and results of 
operations is based on our financial statements, which have been prepared in 
accordance with U.S. generally accepted accounting principles (GAAP). The 
preparation of these financial statements requires making estimates and 
assumptions that 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 as the reported revenues, if any, and expenses during the 
reporting periods. On an ongoing basis, we evaluate such estimates and 
judgments, including those described in greater detail below. We base our 
estimates on historical experience and on various other factors that we 
believe are reasonable under the circumstances, the results of which form the 
basis for making judgments about the carrying value of assets and liabilities 
that are not readily apparent from other sources. Actual results may differ 
from these estimates under different assumptions or conditions.
-------------------------------------------------------------------------------
As of March 31, 2022, our cash and cash equivalents totaled approximately 
$21.0 million. We anticipate that our current cash, cash equivalents, and cash 
to be generated from net sales will be sufficient to meet our projected 
operating plans for at least the next twelve months. In addition, we have an 
available line of credit up to $10.0 million, subject to certain terms and 
conditions, from Western Alliance Bank. We may, however, seek additional 
capital in the next twelve months, both to meet our projected operating plans 
after the next twelve months and/or to fund our longer-term strategic 
objectives.
In June 2020, we entered into an At Market Issuance Sales Agreement (the Sales 
Agreement) with B. Riley FBR, Inc. (B. Riley FBR) and Raymond James & 
Associates, Inc. ("Raymond James" and together with B. Riley FBR, the "Sales 
Agents") under which ChromaDex may offer and sell shares of our common stock 
having an aggregate offering price of up to $50.0 million from time to time 
through the Sales Agents (ATM Facility). As of March 31, 2022, approximately 
$47.8 million remains available under the ATM Facility.
Additional capital may come from other public and/or private stock or debt 
offerings, borrowings under lines of credit or other sources. These additional 
funds may not be available on favorable terms, or at all. Further, if we issue 
equity or debt securities to raise additional funds, our existing stockholders 
may experience dilution and the new equity or debt securities we issue may 
have rights, preferences and privileges senior to those of our existing 
stockholders. In addition, if we raise additional funds through collaboration, 
licensing or other similar arrangements, it may be necessary to relinquish 
valuable rights to our products or proprietary 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 to develop or enhance our products, 
obtain the required regulatory clearances or approvals, achieve long term 
strategic objectives, 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 our development and 
commercialization goals, which could have a material and adverse effect on our 
business, results of operations and financial condition. Further, as a result 
of the COVID-19 pandemic and other macroeconomic factors such as rising 
interest rates, inflation and geopolitical uncertainties, the global credit 
and financial markets have experienced extreme volatility, including 
diminished liquidity and credit availability, declines in consumer confidence, 
declines in economic growth, increases in unemployment rates and uncertainty 
about economic stability. There can be no assurance that further deterioration 
in credit and financial markets and confidence in economic conditions will not 
occur. If equity and credit markets deteriorate, it may make any necessary 
debt or equity financing more difficult to obtain, more costly and/or more 
dilutive.
We currently have three operating segments which offer differentiated 
services. First, through our Consumer Products segment we provide finished 
dietary supplement products that contain the Company's proprietary ingredients 
directly to consumers and distributors. We deliver Niagen(R) as the sole 
active ingredient in our consumer product Tru Niagen(R) which is offered in 
both convenient capsules and stickpacks. Additionally, beginning in April 
2022, we launched our new consumer product, Tru Niagen(R) Immune, a 
combination of immune-boosting nutrition with Niagen(R) in capsule form. 
Second, our ingredients segment develops and commercializes proprietary-based 
ingredient technologies and supplies these ingredients as raw material to the 
manufacturers of consumer products. Finally, our Analytical Reference 
Standards and Services segment focuses on natural product fine chemicals, 
known as phytochemicals, and related research and development services. The 
results of these segments and our consolidated operations are detailed in the 
discussion that follows.
Our consolidated net sales and net loss for the three months ended on March 
31, 2022 and 2021 are as follows:

                                                                                          
                                              Three Months Ended March 31,          
(In thousands)                                2022                   2021                 
                                                                                          
Net sales                                  $ 17,259               $ 14,683                
                                                                                          
Net loss                                    (7,740)                (7,381)                
                                                                                          
Basic and diluted loss per common share    $ (0.11)               $ (0.12)                

-------------------------------------------------------------------------------
Net Sales
Net sales consist of gross sales less discounts and returns. The following 
table sets forth our total net sales by reportable segment:

                                                                                                    
                                                  Three Months Ended March 31,          
(In thousands)                                  2022         2021        % Change                   
Net sales:                                                                                          
Consumer Products                             $ 14,937     $ 12,437          20  %                  
                                                                                                    
Ingredients                                      1,427        1,315           9                     
                                                                                                    
Analytical reference standards and services        895          931         (4)                     
                                                                                                    
Total net sales                               $ 17,259     $ 14,683          18  %                  
                                                                                                    

Total net sales increased approximately 18% for the three months ended March 
31, 2022, compared to the same period in 2021. Changes in sales for the 
periods indicated were driven by the following:
.
Tru Niagen(R) sales for our Consumer Products segment increased $2.5 million, 
or 20%, compared to the same period in the prior year. The increase primarily 
related to higher e-commerce sales of approximately $1.3 million, and 
increased sales to A.S. Watson, a related party, of approximately $1.0 million 
for the three months ended March 31, 2022 compared to same period in 2021. The 
lower sales to A.S. Watson in the prior year were largely due to shipment 
delays we experienced in the first quarter of 2021 surrounding COVID-19 supply 
chain issues which were resolved in the second quarter of 2021.
.
Total ingredient sales increased $0.1 million, or 9%, compared to the same 
period in the prior year driven by an increase in other ingredient sales of 
approximately $0.2 million which was partially offset by lower Niagen 
ingredient sales of $0.1 million due to competitive pricing measures for the 
three months ended March 31, 2022 compared to same period in 2021.
.
Analytical reference standards and services segment experienced a lower demand 
for research and development services which was partially offset by increased 
demand for reference standards during the three months ended March 31, 2022 
compared to same period in 2021 resulting in slightly lower total sales year 
over year.
Cost of Sales
Cost of sales include raw materials, labor, overhead, and delivery costs. The 
following table sets forth our total cost of sales by reportable segment:

                                                                                                                    
                                                       Three Months Ended March 31,               
                                                     Amount               % of net sales                
(In thousands)                                  2022        2021       2022            2021                         
Cost of sales:                                                                                                      
Consumer Products                             $ 5,252     $ 4,203      35  %           34  %                        
                                                                                                                    
Ingredients                                       722         563      51              43                           
                                                                                                                    
Analytical reference standards and services       753         683      84              73                           
                                                                                                                    
Total cost of sales                           $ 6,727     $ 5,449      39  %           37  %                        
                                                                                                                    

Overall, cost of sales, as a percentage of net sales, slightly increased for 
the three months ended March 31, 2022 compared to the same period in 2021. 
Changes in cost of sales were primarily driven by the following:
.
Cost of sales, as a percentage of net sales, for our consumer products segment 
remained substantially similar year over year.
.
Cost of sales, as a percentage of net sales, for our ingredients segment 
increased 8% for the three months ended March 31, 2022, compared to the same 
period in 2021 primarily as a result of increasing our supply chain head count 
as we scale the business.
.
Cost of sales, as a percentage of net sales, for the analytical reference 
standards and services segment increased 11% for the three months ended March 
31, 2022 compared to the same period in 2021. Cost of sales for our analytical 
reference standards and services segment are largely driven by fixed supply 
chain labor costs which do not increase in proportion to sales. We increased 
our supply chain head count in order to scale the business. Accordingly, as 
sales decreased and our supply chain labor head count increased for the three 
months ended March 31, 2022, we experienced lower labor and overhead 
utilization rates resulting in increased cost of sales, as a percentage of net 
sales, compared to the same period in 2021.
-------------------------------------------------------------------------------
Gross Profit
Gross profit is net sales less the cost of sales and is affected by a number 
of factors including business and product mix, competitive pricing and costs 
of products, labor, overhead, services and delivery. The following table sets 
forth our total gross profit by reportable segment:

                                                                                                   
                                                 Three Months Ended March 31,          
(In thousands)                                  2022         2021       % Change                   
Gross profit:                                                                                      
Consumer Products                             $  9,685     $ 8,234         18   %                  
                                                                                                   
Ingredients                                        705         752        (6)                      
                                                                                                   
Analytical reference standards and services        142         248       (43)                      
                                                                                                   
Total gross profit                            $ 10,532     $ 9,234         14   %                  
                                                                                                   

For details supporting the changes in gross margin, refer to the discussions 
above regarding changes in our net sales and cost of sales for each segment.
.
The consumer products segment posted gross profit of $9.7 million, an 18% 
increase for the three months ended March 31, 2022 compared to the same period 
in 2021.
.
The ingredients segment posted gross profit of $0.7 million for the three 
months ended March 31, 2022, a decrease of 6% compared to the same period in 
2021.
.
The analytical reference standards and services segment saw a 43% decrease in 
gross profit for the three months ended March 31, 2022, compared to the same 
period in 2021.
Operating Expenses-Sales and Marketing
Sales and marketing expenses consist of salaries, advertising, public 
relations and marketing expenses. Sales and marketing expenses by reportable 
segment were as follows:

                                                                                                          
                                                     Three Months Ended March 31,             
(In thousands)                                  2022            2021           % Change                   
Sales and marketing expenses:                                                                             
Consumer Products                             $ 8,074         $ 6,111              32  %                  
                                                                                                          
Ingredients                                        24              10             140                     
                                                                                                          
Analytical reference standards and services       139             137               1                     
                                                                                                          
Total sales and marketing expenses            $ 8,237         $ 6,258              32  %                  
                                                                                                          

.
For the consumer products segment, we increased our direct marketing efforts 
through Amazon marketplaces, televised commercials, social media, public 
relations and other customer awareness and acquisition programs as well as 
increased staffing resulting in total increased marketing expenditures of 
approximately $1.7 million for the three months ended March 31, 2022 compared 
to the same period in 2021.
.
For the ingredients segment, selling and marketing expenses were approximately 
$24,000 during the three months ended March 31, 2022. This is a slight 
increase from the same period in the prior year due to higher commissionable 
sales for other ingredients.
.
For the analytical reference standards and services segment, total selling and 
marketing expenses were substantially similar year over year.
-------------------------------------------------------------------------------
Operating Expenses-Research and Development
Research and development (R&D) expenses consist primarily of clinical trials, 
product development and process development expenses. Research and development 
expenses by reportable segment were as follows:

                                                                                 
                            Three Months Ended March 31,             
(In thousands)         2022           2021            % Change                   
R&D expenses:                                                                    
Consumer Products    $ 1,002         $ 718                40  %                  
                                                                                 
Ingredients               76            69                10                     
                                                                                 
Total R&D expenses   $ 1,078         $ 787                37  %                  
                                                                                 

We allocate R&D expenses related to our Niagen(R) branded ingredient to the 
consumer products and ingredients segment, based on revenues recorded. 
Overall, we had higher R&D expenses for the three months ended March 31, 2022 
compared to the comparable period in 2021 due to increased staffing of 
research scientists and share-based compensation as well as timing of projects.

Operating Expenses-General and Administrative
General and administrative expense consists of general company administration, 
legal, royalties, IT, accounting and executive management expenses. General 
and administrative expenses are not allocated by segment and instead are 
classified under our Corporate and Other category. General and administrative 
expense for the periods indicated were as follows:

                                                                                         
                                    Three Months Ended March 31,             
(In thousands)                 2022           2021            % Change                   
                                                                                         
General and administrative    8,949          9,551               (6)  %                  
                                                                                         

The decrease in general and administrative expense for the three months ended 
March 31, 2022, compared to the comparable period in 2021 was primarily driven 
by lower legal expense of $2.7 million related to litigation which was largely 
offset by increased severance and restructuring expense as well as investments 
in technology and increased staffing in key functional areas to support 
growth. For additional details regarding our litigation see Note 10, 
Commitments and Contingencies, L
egal Proceedings
in the Notes to the Consolidated Financial Statements, included in Part I, 
Item 1 of this Quarterly Report on Form 10-Q. Severance and restructuring 
expenses relate to changes in our executive team.
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 or all of the 
deferred tax assets will not be realized. At March 31, 2022 and March 31, 
2021, we maintained a full valuation allowance against the entire deferred 
income tax balance which resulted in an effective tax rate of approximately 0% 
for the three months ended March 31, 2022, and 2021, respectively. As defined 
in ASC 740, Income Taxes, future realization of the tax benefit will depend on 
the existence of sufficient taxable income, including the expectation of 
continued future taxable income.
Depreciation and Amortization
Depreciation expense was approximately $0.2 million for both of the three 
months ended March 31, 2022 and 2021. We depreciate our assets on a 
straight-line basis, based on the estimated useful lives of the respective 
assets.
Amortization expense of intangible assets was approximately $49 thousand and 
$60 thousand for the three months ended March 31, 2022 and 2021, respectively. 
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 milestone payments that are 
capitalized are the remaining useful life of the initial licensing payment 
that was capitalized.
Amortization expense of right of use assets for the three months ended March 
31, 2022 was approximately $0.3 million as compared to $0.1 million for the 
three months ended March 31, 2021.
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Liquidity and Capital Resources
From inception through March 31, 2022, we have incurred aggregate losses of 
approximately $176.7 million. These losses are primarily due to expenses 
associated with the development and expansion of our operations and 
investments to protect our intellectual property, including litigation-related 
expenses. Historically, these operations have been financed through capital 
contributions, the issuance of common stock and warrants through private 
placements and the issuance of debt.
Our board of directors periodically reviews our capital requirements in light 
of our proposed business plan. Our future capital requirements will remain 
dependent upon a variety of factors, including cash flow from operations, the 
ability to increase sales, increasing our gross profits from current levels, 
reducing selling and administrative expenses as a percentage of net sales, 
continued development of customer relationships, and our ability to market our 
new products successfully. However, based on our results from operations, we 
may determine that we need additional financing to implement our long-term 
business plan. There can be no assurance that any such financing will be 
available on terms favorable to us or at all. Without adequate financing we 
may have to delay or terminate product and service expansion and curtail 
certain selling, general and administrative expenses. Any inability to raise 
additional financing would have a material adverse effect on us.
As of March 31, 2022, we had cash and cash equivalents totaling approximately 
$21.0 million, no material off-balance sheet arrangements, no outstanding 
borrowings under our line of credit up to $10.0 million with Western Alliance 
Bank, purchase obligations of $18.6 million related to inventory purchase 
commitments to be paid over approximately one year and future minimum lease 
obligations of $5.5 million to be paid over approximately six years. While we 
anticipate that our current cash, cash equivalents, and cash to be generated 
from net sales will be sufficient to meet our projected operating plans for at 
least the next twelve months and beyond, we may seek additional funds to 
support both our short-term and long-term operating objectives, either through 
additional equity or debt financings or collaborative agreements or from other 
sources. Furthermore, in June 2020, we filed a $125.0 million registration 
statement on Form S-3 with the Commission, utilizing a "shelf" registration 
process. Under this shelf registration process, we may sell securities from 
time to time, including up to $50.0 million, pursuant to the ATM Facility, of 
which approximately $47.8 million remains available as of March 31, 2022.
As a result of the COVID-19 pandemic and other macroeconomic factors such as 
rising interest rates, inflation and geopolitical uncertainties, the global 
credit and financial markets have experienced extreme volatility, including 
diminished liquidity and credit availability, declines in consumer confidence, 
declines in economic growth, increases in unemployment rates and uncertainty 
about economic stability. There can be no assurance that further deterioration 
in credit and financial markets and confidence in economic conditions will not 
occur. If equity and credit markets deteriorate, it may make any necessary 
debt or equity financing more difficult to obtain, more costly and/or more 
dilutive.
Net cash used in operating activities:
Cash used in operating activities is net loss adjusted for certain non-cash 
items and changes in operating assets and liabilities. Net cash used in 
operating activities was approximately $7.2 million and $5.4 million for the 
three months ended March 31, 2022 and 2021, respectively. The increase in cash 
used for the three months ended March 31, 2022 compared to March 31, 2021 of 
$1.8 million was primarily due to increases in our net loss and inventories 
paired with a decrease in our accounts payable which were partially offset by 
an increase in accrued expenses.
We expect our operating cash flows to fluctuate significantly in future 
periods as a result of fluctuations in our operating results, shipment 
timetables, trade receivable collections, inventory management and the timing 
of our payments, among other factors.
Cash
used in
investing activities:
Investing cash flows consist primarily of capital expenditures and investment 
activities. Cash used in investing activities was approximately $25 thousand 
and $46 thousand for the three months ended March 31, 2022 and 2021, 
respectively. The decrease in cash used during the three months ended March 
31, 2022 compared to March 31, 2021 of $21 thousand is attributable to fewer 
purchases of leasehold improvements and equipment.
Net cash
used in and provided by
financing activities:
Financing cash flows consist primarily of proceeds from issuance of our common 
stock, exercise of stock options through employee equity incentive plans and 
repayment of short-term and long-term debt. Cash used in financing activities 
was approximately $3 thousand for the three months ended March 31, 2022, 
compared to net cash provided by financing activities of approximately $33.4 
million for the three months ended March 31, 2021. The difference in cash 
activities is largely attributable to proceeds from the issuance of common 
stock pursuant to the Securities Purchase Agreement with EverFund as well as 
the exercise of employee stock options, both of which occurred during the 
three months ended March 31, 2021 but not during the three months ended March 
31, 2022.
Critical Account Estimates
There have been no changes to critical accounting estimates from those 
disclosed in our 2021 Form 10-K.
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ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the supervision of our Chief Executive Officer and Chief 
Financial Officer (our principal executive officer and principal financial 
officer, respectively), evaluated the effectiveness of our disclosure controls 
and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the 
Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of 
the period covered by this Quarterly Report on Form 10-Q. In designing and 
evaluating the disclosure controls and procedures, management recognizes that 
any controls and procedures, no matter how well designed and operated, can 
provide only reasonable assurance of achieving the desired control objectives. 
In addition, the design of disclosure controls and procedures must reflect the 
fact that there are resource constraints and that management is required to 
apply its judgment in evaluating the benefits of possible controls and 
procedures relative to their costs. Based on that evaluation, our Chief 
Executive Officer and Chief Financial Officer concluded that, as of March 31, 
2022, our disclosure controls and procedures are effective at the reasonable 
assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting (as such 
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that 
occurred during the Company's first fiscal quarter that have materially 
affected, or are reasonably likely to materially affect, our internal control 
over financial reporting.
                                    PART II                                     
Item 1. Legal Proceedings
For a description of our legal proceedings, see Note 10,
Commitments and Contingencies, Legal Proceedings
in the Notes to the Consolidated Financial Statements, included in Part I, 
Item 1 of this Quarterly Report on Form 10-Q.
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 
uncertainties described below and in our Annual Report, together with all 
other information contained in this Quarterly Report on Form 10-Q and our 
Annual Report, including our financial statements,
the related notes and "Management's Discussion and Analysis of Financial 
Condition and Results of Operations," before making investment decisions with 
respect to our common stock. If any of the following risks actually occur, our 
business, financial condition, results of operations and future growth 
prospects would likely be materially and adversely affected. Under these 
circumstances, the trading price and value of our common stock could decline,

and you may lose all or part of your investment. The risks and uncertainties 
described in this Quarterly Report on Form 10-Q and in our Annual Report are 
not the only ones facing our Company. Additional risks and uncertainties of 
which we are not presently aware, or that we currently consider immaterial, 
may also impair our business operations.
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Summary of Risk Factors
We are providing the following summary of the risk factors contained in our 
Form 10-Q to enhance the readability and accessibility of our risk factor 
disclosures. We encourage our stockholders to carefully review the risk 
factors contained in this Form 10-Q in their entirety for additional 
information regarding the risks and uncertainties that could cause our actual 
results to vary materially from recent results or from our anticipated future 
results.

The COVID-19 pandemic has adversely affected, and is expected to continue to 
pose risks to, our business, results of operations, financial condition and 
cash flows, and other epidemics or outbreaks of infectious diseases may have a 
similar impact.

Global, market and economic conditions may negatively impact our business, 
financial condition and share price.

We have a history of operating losses, may need additional financing to meet 
our future long-term capital requirements and may be unable to raise 
sufficient capital on favorable terms or at all.

Interruptions in our relationships or declines in our business with major 
customers could materially harm our business and financial results.

Our future success largely depends on sales of our Tru Niagen(R) product.

The success of our consumer product and ingredient business is linked to the 
size and growth rate of the vitamin, mineral and dietary supplement market and 
an adverse change in the size or growth rate of that market could have a 
material adverse effect on us.

The future growth and profitability of our consumer product business will 
depend in large part upon the effectiveness and efficiency of our marketing 
efforts and our ability to select effective markets and media in which to 
market and advertise.

Many of our competitors are larger and have greater financial and other 
resources than we do.

Our operating results may fluctuate significantly as a result of a variety of 
factors, many of which are outside of our control.

If we are unable to maintain sales, marketing and distribution capabilities or 
maintain arrangements with third parties to sell, market and distribute our 
products, our business may be harmed.

Our failure to establish and maintain effective internal control over 
financial reporting could result in material misstatements in our financial 
statements, result in our failure to meet our reporting obligations and cause 
investors to lose confidence in our reported financial information, which in 
turn could cause the trading price of our common stock to decline.

Our business could be negatively impacted by cyber security incidents or 
threats, including without limitation a material interruption to our 
operations including our clinical trials, harm to our reputation, significant 
fines, penalties and liabilities, regulatory investigations or actions, breach 
or triggering of data protection laws, privacy policies and data protection 
obligations, or a loss of revenue, customers or sales.

Unfavorable publicity or consumer perception of our products and any similar 
products distributed by other companies could have a material adverse effect 
on our business.

We may incur material product liability claims, which could increase our costs 
and adversely affect our reputation, revenues and operating income.

We utilize ingredients and components for our products from foreign suppliers, 
and may be negatively affected by the risks associated with international 
trade and importation issues.

We rely on single or a limited number of third-party suppliers for the raw 
materials required to produce our products.

Our ability to protect our intellectual property and proprietary technology 
through patents and other means is uncertain and may be inadequate, which 
would have a material and adverse effect on us.

Our patents and licenses may be subject to challenge on validity grounds, and 
our patent applications may be rejected.

We may become subject to claims of infringement or misappropriation of the 
intellectual property rights of others, which could prohibit us from 
developing our products, require us to obtain licenses from third parties or 
to develop non-infringing alternatives and subject us to substantial monetary 
damages.

We are currently engaged in substantial and complex litigation with Elysium 
Health, Inc. and Elysium Health LLC (collectively, "Elysium"), the outcome of 
which could materially harm our business and financial results.

Changes in government regulation or in practices relating to the pharmaceutical,
 dietary supplement, food and cosmetic industry could decrease the need for 
the services we provide.
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Compliance with stringent and changing global privacy and data security laws 
and regulations could result in additional costs and liabilities to us or 
inhibit our ability to collect and, if applicable, process data globally, and 
the failure or perceived failure to comply with such laws and regulations 
could have a material adverse effect on our business, financial condition or 
results of operations.

The market price of our common stock may be volatile and adversely affected by 
several factors.

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 
to the value of our common stock.

We have a significant number of outstanding options and unvested restricted 
stock units. Future sales of these shares could adversely affect the market 
price of our common stock.

We may become involved in securities class action litigation that could divert 
management's attention and harm our business.
Risks Related to our Company and our Business
The COVID-19 pandemic has adversely affected, and is expected to continue to 
pose risks to, our business, results of operations, financial condition and 
cash flows, and other epidemics or outbreaks of infectious diseases may have a 
similar impact.
As previously disclosed, we face risks related to the ongoing COVID-19 
pandemic, including the emergence of new variant strains with varying degrees 
of resistance to vaccines, and these variant strains' impacts. COVID-19 has 
spread across the globe since 2020 and is impacting economic activity 
worldwide. COVID-19 has caused supply chain and market disruptions and 
volatility in the global capital markets, and has caused an economic slowdown. 
In response to COVID-19, national and local governments around the world have 
instituted certain measures, including travel bans, prohibitions on group 
events and gatherings, shutdowns of certain businesses, curfews, shelter-in-plac
e orders, vaccine mandates and recommendations to practice social distancing. 
The duration of these measures is unknown, may be extended and additional 
measures may be imposed, in light of the recent surge in cases, which could 
negatively impact our sales volumes.
The potential effects of COVID-19 include, but are not limited to, the 
following:
.
Reduced consumer and investor confidence, instability in the credit and 
financial markets, volatile corporate profits, and reduced business and 
consumer spending due to economic uncertainty, which may adversely affect our 
results of operations by reducing our sales, margins and/or net income as a 
result of a slowdown in customer orders.
.
Reduced demand for our products due to store closures and reduced operating 
hours of our customers.
.
Disruptions in supply chain, leading to inadequate levels of inventory that 
may lower our sales and/or rising inflationary pressures that may increase our 
cost of goods.
For example, our retail business, including sales to A.S. Watson group and 
other partners in international markets, has been impacted by the effects of 
COVID-19, due to strict government lockdowns, store closures and reduced 
operating hours. Additionally, global supply chains have increasingly been 
impacted by COVID-19, including challenges with transportation, logistics and 
production lead-times, as well as labor shortages and cost inflation.
To the extent the COVID-19 pandemic adversely affects our business, results of 
operations, financial condition and cash flows, it may also heighten many of 
the other risks described in this section. The ultimate impact of COVID-19 on 
our business, results of operations, financial condition and cash flows is 
dependent on future developments, including the duration of the pandemic and 
the related length of its impact on the global economy, which are uncertain 
and cannot be predicted at this time.
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Global, market and economic conditions may negatively impact our business, 
financial condition and share price.
Concerns over inflation, geopolitical issues, the U.S. financial markets, 
foreign exchange rates, capital and exchange controls, unstable global credit 
markets and financial conditions and the COVID-19 pandemic, have led to 
periods of significant economic instability, declines in consumer confidence 
and discretionary spending, diminished expectations for the global economy and 
expectations of slower global economic growth going forward, and increased 
unemployment rates. Our general business strategy may be adversely affected by 
any such economic downturns, volatile business environments and continued 
unstable or unpredictable economic and market conditions. If these conditions 
continue to deteriorate or do not improve, it may make any necessary debt or 
equity financing more difficult to complete, more costly and more dilutive. In 
addition, there is a risk that one or more of our current or future service 
providers, manufacturers, suppliers and other partners could be negatively 
affected by difficult economic times, which could adversely affect our ability 
to attain our operating goals on schedule and on budget or meet our business 
and financial objectives.
In addition, we face several risks associated with international business and 
are subject to global events beyond our control, including war, public health 
crises, such as pandemics and epidemics, trade disputes, economic sanctions, 
trade wars and their collateral impacts and other international events. Any of 
these changes could have a material adverse effect on our reputation, 
business, financial condition or results of operations. There may be changes 
to our business if there is instability, disruption or destruction in a 
significant geographic region, regardless of cause, including war, terrorism, 
riot, civil insurrection or social unrest; and natural or man-made disasters, 
including famine, flood, fire, earthquake, storm or disease. In February 2022, 
armed conflict escalated between Russia and Ukraine. The sanctions announced 
by the U.S. and other countries, following Russia's invasion of Ukraine 
against Russia to date include restrictions on selling or importing goods, 
services or technology in or from affected regions and travel bans and asset 
freezes impacting connected individuals and political, military, business and 
financial organizations in Russia. The U.S. and other countries could impose 
wider sanctions and take other actions should the conflict further escalate. 
It is not possible to predict the broader consequences of this conflict, which 
could include further sanctions, embargoes, regional instability, geopolitical 
shifts and adverse effects on macroeconomic conditions, currency exchange 
rates and financial markets, all of which could impact our business, financial 
condition and results of operations.
We have a history of operating losses, may need additional financing to meet 
our future long-term capital requirements and may be unable to raise 
sufficient capital on favorable terms or at all.
We have recorded a net loss of approximately $7.7 million for the three months 
ended March 31, 2022 and 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 $27.1 million and $19.9 million for the years ended December 31, 
2021 and December 31, 2020, respectively. As of March 31, 2022, our 
accumulated deficit was approximately $176.7 million. We have not achieved 
profitability on an annual basis. We may not be able to reach a level of 
revenue to continue to achieve and sustain profitability. If our revenues grow 
slower than anticipated, or if operating expenses exceed expectations, then we 
may not be able to achieve and sustain profitability in the near future or at 
all, which may depress our stock price.
As of March 31, 2022, our cash and cash equivalents totaled approximately 
$21.0 million and we had no borrowings outstanding under our line of credit up 
to $10.0 million with Western Alliance Bank. While we anticipate that our 
current cash, cash equivalents and cash to be generated from net sales will be 
sufficient to meet our projected operating plans through at least the next 
twelve months, we may require additional funds, either through additional 
equity or debt financings, including pursuant to the At Market Issuance Sales 
Agreement, dated as of June 12, 2020, with B. Riley FBR, Inc. and Raymond 
James & Associates, Inc. (ATM Facility), or collaborative agreements or from 
other sources.
We have no commitments to obtain such additional financing, and we may not be 
able to obtain any such additional financing on terms favorable to us, or at 
all. Further, as a result of the COVID-19 pandemic and actions taken to slow 
its spread, the global credit and financial markets have experienced extreme 
volatility, including diminished liquidity and credit availability, declines 
in consumer confidence, declines in economic growth, increases in unemployment 
rates and uncertainty about economic stability. There can be no assurance that 
further deterioration in credit and financial markets and confidence in 
economic conditions will not occur. If equity and credit markets deteriorate, 
it may make any necessary debt or equity financing more difficult to obtain, 
more costly and/or more dilutive. If adequate financing is not available, the 
Company will further delay, postpone or terminate product and service 
expansion and curtail certain selling, general and administrative operations. 
The inability to raise additional financing may have a material adverse effect 
on the future performance of the Company.
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Our material cash requirements will depend on many factors.
Our material cash 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 obtain 
required 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.
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 next 
twelve months and to fund our longer term strategic objectives. Additional 
capital may come from public and private equity or debt offerings, borrowings 
under 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 be 
successful in raising these additional funds. Furthermore, if we issue equity 
or debt securities to raise additional funds, our existing stockholders may 
experience dilution and the new equity or debt securities we issue may have 
rights, preferences and privileges senior to those of our existing 
stockholders. In addition, if we raise additional funds through collaboration, 
licensing or other similar arrangements, it may be necessary to relinquish 
valuable rights to our products 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 able to 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 our development and commercialization goals, 
which could have a material and adverse effect on our business, results of 
operations and financial condition.
Interruptions in our relationships or declines in our business with major 
customers could materially harm our business and financial results.
A.S. Watson Group accounted for approximately 14.8% of our sales during the 
three months ended March 31, 2022. Any interruption in our relationship or 
decline in our business with this customer or other customers upon whom we 
become highly dependent could cause harm to our business. Factors that could 
influence 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;
.
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.
Our future success largely depends on sales of our Tru Niagen(R) product.
In connection with our strategic shift from an ingredient and testing company 
to a consumer-focused company, we expect to generate a significant percentage 
of our future revenue from sales of our Tru Niagen(R) product. As a result, 
the market acceptance of Tru Niagen(R) is critical to our continued success, 
and if we are unable to expand market acceptance of Tru Niagen(R), our 
business, results of operations, financial condition, liquidity and growth 
prospects would be materially adversely affected.
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Decline in the state of the global economy and financial market conditions 
could adversely affect our ability to conduct business and our results of 
operations
.
Global economic and financial market conditions, including disruptions in the 
credit markets and the impact of the global economic deterioration may 
materially impact our customers and other parties with whom we do business. 
For example, the COVID-19 pandemic and actions taken to slow its spread, have 
caused the global credit and financial markets to experience extreme 
volatility, including diminished liquidity and credit availability, declines 
in consumer confidence, declines in economic growth, increases in unemployment 
rates and uncertainty about economic stability. These conditions could 
negatively affect our future sales of our ingredient lines as many consumers 
consider the purchase of nutritional products discretionary. Decline in 
general economic and financial market conditions could materially adversely 
affect our financial condition and results of operations. Specifically, the 
impact of these volatile and negative conditions may include decreased demand 
for our products and services, a decrease in our ability to accurately 
forecast future product trends and demand, and a negative impact on our 
ability to timely collect receivables from our customers. The foregoing 
economic conditions may lead to increased levels of bankruptcies, 
restructurings and liquidations for our customers, scaling back of research 
and development expenditures, delays in planned projects and shifts in 
business strategies for many of our customers. Such events could, in turn, 
adversely affect our business through loss of sales.
Changes in our business strategy, including entering the consumer product 
market, or restructuring of our businesses may increase our costs or otherwise 
affect 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 our 
operations or businesses or assets. In addition, external events including 
changing technology, changing consumer patterns and changes in macroeconomic 
conditions 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 
write down 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 returns on new investments may be lower than prior to the change in 
strategy or restructuring. For example, we may not be successful in developing 
our consumer product business for sales of Tru Niagen(R) products, and our 
sales may decrease despite us incurring increased costs related to marketing 
such products.
The success of our consumer product and ingredient business is linked to the 
size and growth rate of the vitamin, mineral and dietary supplement market and 
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.
The future growth and profitability of our consumer product business will 
depend in large part upon the effectiveness and efficiency of our marketing 
efforts 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. Our 
future 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.
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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 and marketing resources and experience in research and development. 
Competitors could develop new technologies that compete with our products and 
services or even render our products obsolete. If a competitor develops 
superior technology or cost-effective alternatives to our products and 
services, our business could 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 have 
competed 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 
sales revenues 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 to develop, offer and/or supply new products, customers may buy from 
our competitors or make materials themselves, causing our competitive position 
to suffer.
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-establishe
d, successful companies that possess greater financial, marketing, 
distributional, personnel and other resources than we possess. Using these 
resources, these companies can implement extensive advertising and promotional 
campaigns, both generally and in response to specific marketing efforts by 
competitors, and enter into new markets more rapidly to introduce new 
products. In certain instances, competitors with greater financial resources 
also may be able to enter a market in direct competition with us, offering 
attractive marketing tools to encourage the sale of products that compete with 
our products or present cost features that consumers may find attractive.
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 to time with such companies, organizations or individuals 
are not uncommon, and we cannot assure you that we will always be able to 
resolve such disputes on terms favorable to us. As further described in Note 
10,
Commitments and Contingencies, Contingencies
in the Notes to the Consolidated Financial Statements, included in Part I, 
Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in 
substantial and complex litigation. 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.
Our sales and results of operations for our analytical reference standards and 
services segment depend on our customers' research and development efforts and 
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 
related companies, academic institutions, government laboratories and private 
foundations. Fluctuations in the research and development budgets of these 
researchers and their organizations could have a significant effect on the 
demand for our products. Our customers determine their research and 
development budgets based on several factors, including the need to develop 
new products, the availability of governmental and other funding, competition 
and the general availability of resources. As we continue to expand our 
international operations, we expect research and development spending levels 
in markets outside 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 and 
governmental budgetary limitations and mergers of pharmaceutical and 
biotechnology companies. Our business could be harmed by any significant 
decrease in life science and high technology research and development 
expenditures by our customers. In particular, a small portion of our sales has 
been to researchers whose funding is dependent on grants from government 
agencies such as the United States National Institute of Health, the National 
Science Foundation, the National Cancer Institute and similar agencies or 
organizations. Government funding of research and development is subject to 
the political process, which is often unpredictable. Other departments, such 
as Homeland Security or Defense, or general efforts to reduce the United 
States federal budget deficit could be viewed by the government as a higher 
priority. Any shift away from funding of life science and high technology 
research and development or delays surrounding the approval of governmental 
budget proposals may cause our customers to delay or forego purchases of our 
products and services, which could seriously damage our business.
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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 grants 
have been frozen for extended periods or have otherwise become unavailable to 
various institutions without notice. The timing of the receipt of grant funds 
may affect the timing of purchase decisions by our customers and, as a result, 
cause fluctuations in our sales and operating results.
Risks Related to our Operations
We depend on key personnel, the loss of any of which could negatively affect 
our business
.
We depend greatly on the collective services of Frank L. Jaksch Jr., Robert N. 
Fried and Kevin M. Farr, who are our Executive Chairman of the Board, Chief 
Executive Officer and Chief Financial Officer, respectively. We also depend 
greatly on other key employees, including key scientific and marketing 
personnel. In general, only highly qualified and trained scientists have the 
necessary skills to develop our products and provide our services. Only 
marketing personnel with specific experience and knowledge in health care are 
able to effectively market our products. In addition, some of our 
manufacturing, quality control, safety and compliance, information technology, 
sales and 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 and 
retain additional skilled personnel, which will require substantial additional 
funds. There can be no assurance that we will be able to find and attract 
additional qualified employees or retain any such personnel. Our inability to 
hire qualified personnel, the loss of services of our key personnel, or the 
loss of services of executive officers or key employees that may be hired in 
the future may have a material and adverse effect on our business.
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.
For example, our operating results may be harmed by the effect of the COVID-19 
pandemic on global economic conditions. 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. We have based our current and 
future expense levels largely on our investment plans and estimates of future 
events although certain of our expense levels are, to a large extent, fixed. 
Assuming our products reach the market, we may be unable to adjust spending in 
a timely manner to compensate for any unexpected revenue shortfall. 
Accordingly, any significant shortfall in revenues relative to our planned 
expenditures would have an immediate adverse effect on our business, results 
of operations and financial condition. Further, as a strategic response to 
changes in the competitive environment, we may from time to time make certain 
pricing, service or marketing decisions that could have a material and adverse 
effect on our business, results of operations and financial condition. Due to 
the foregoing factors, our revenues and operating results are and will remain 
difficult to forecast.
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We may need to increase the size of our organization, and we can provide no 
assurance that we will successfully expand operations or manage growth 
effectively.
Our significant increase in the scope and the scale of our product launches, 
including the hiring of additional personnel, has resulted in significantly 
higher operating expenses. As a result, we anticipate that our operating 
expenses will continue to increase. Expansion of our operations may also cause 
a significant demand on our management, finances and other resources. Our 
ability to manage the anticipated future growth, should it occur, will depend 
upon a significant expansion of our accounting and other internal management 
systems and the implementation and subsequent improvement of a variety of 
systems, procedures and controls. There can be no assurance that significant 
problems in these areas will not occur. Any failure to expand these areas and 
implement and improve such systems, procedures and controls in an efficient 
manner at a pace consistent with our business could have a material adverse 
effect 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 the 
expansion of our operations and the anticipated increase in our operating 
expenses, as well as the difficulty in forecasting revenue levels, we expect 
to continue to experience significant fluctuations in our results of 
operations.
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' 
and officers' liability insurance. Our current insurance program is consistent 
with both our past level of coverage and our risk management policies. 
However, we cannot 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 as prospective customers require that we maintain 
minimum levels of coverage for our products. Lack of coverage or coverage 
below these minimum required levels could cause these customers to materially 
change business terms or to cease doing business with us entirely.
We may bear financial risk if we underprice 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 underprice our 
contracts or otherwise overrun our cost estimates. Such underpricing or 
significant cost overruns could have a material adverse effect on our 
business, results of operations, financial condition and cash flows.
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 we will be successful in identifying attractive acquisition candidates or 
completing acquisitions on favorable terms. In addition, any future 
acquisitions will be accompanied by the risks commonly associated with 
acquisitions. These risks include potential exposure to unknown liabilities of 
acquired companies or to acquisition costs and expenses, the difficulty and 
expense of integrating the operations and personnel of the acquired companies, 
the potential disruption to the business of the combined company and potential 
diversion of our management's time and attention, the impairment of 
relationships with and the possible loss of key employees and clients as a 
result of the changes in management, the incurrence of amortization expenses 
and write-downs and dilution to the shareholders of the combined company if 
the acquisition is made for stock of the combined company. In addition, 
successful completion of an acquisition may depend on consents from third 
parties, including regulatory authorities and private parties, which consents 
are beyond our control. There can be no assurance that products, technologies 
or businesses of acquired companies will be effectively assimilated into the 
business or product offerings of the combined company or will have a positive 
effect on the combined company's revenues or earnings. Further, the combined 
company may incur significant expense to complete acquisitions and to support 
the acquired products and businesses. Any such acquisitions may be funded with 
cash, debt or equity, which could have the effect of diluting or otherwise 
adversely affecting the holdings or the rights of our existing stockholders.

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If we experience a significant disruption in our information technology 
systems or if we fail to implement new systems and software successfully, our 
business could be adversely affected.
We depend on information systems throughout our company to control our 
manufacturing processes, process orders, manage inventory, process and bill 
shipments and collect cash from our customers, respond to customer inquiries, 
contribute to our overall internal control processes, maintain records of our 
property, plant and equipment, and record and pay amounts due vendors and 
other creditors. Due to COVID-19, most of our employees have been working 
remotely from home and we have depended on communication tools and remote 
connections to our information technology systems to conduct business 
virtually. If we were to experience a prolonged disruption in our information 
systems that involve interactions amongst employees as well as with customers 
and suppliers, it could result in the loss of sales and customers and/or 
increased costs, which could 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 our 
products, 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, 
and there can be no assurance that we will be able to hire or retain an 
effective direct sales team. Similarly, qualified independent sales 
representatives both within and 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 such representatives. There can be no assurance that we 
will be able to enter into contracts with representatives on terms acceptable 
to us. Furthermore, there can be no 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 
perform marketing and distribution services, our product revenue could be 
lower and our costs higher than if we directly marketed our products. 
Furthermore, to the extent that we enter into co-promotion or other marketing 
and sales arrangements with other companies, any revenue received will depend 
on the skills and efforts of others, and we do not know whether these efforts 
will be successful. If we are unable to establish and maintain adequate sales, 
marketing and distribution capabilities, independently or with others, we will 
not be able to generate product revenue, and may not become profitable.
Our failure to establish and maintain effective internal control over 
financial reporting could result in material misstatements in our financial 
statements, our failure to meet our reporting obligations and cause investors 
to lose confidence in our reported financial information, which in turn could 
cause the trading price of our common stock to decline.
Maintaining effective internal control over financial reporting is necessary 
for us to produce reliable and timely financial statements and disclosures. If 
we identify material weaknesses in our internal controls and/or fail to 
establish and maintain effective controls and procedures and internal control 
over financial reporting it could result in material misstatements in our 
financial statements and/or a failure to meet our reporting and financial 
obligations, each of which could have a material adverse effect on our 
financial condition and the trading price of our common stock.
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We are subject to financial and operating covenants in our business financing 
agreement with Western Alliance Bank, as amended (Credit Agreement) and any 
failure to comply with such covenants, or obtain waivers in the event of 
non-compliance, could limit our borrowing availability under the Credit 
Agreement, resulting in our being unable to borrow under the Credit Agreement 
and materially adversely impact our liquidity. In addition, our operations may 
not provide sufficient cash to meet the repayment obligations of debt incurred 
under the Credit Agreement.
The Credit Agreement contains affirmative and restrictive covenants, including 
covenants regarding delivery of financial statements, maintenance of 
inventory, payment of taxes, maintenance of insurance, dispositions of 
property, business combinations or acquisitions and incurrence of additional 
indebtedness, among other customary covenants, in each case subject to limited 
exceptions.
There can be no assurance that we will be able to comply with the financial 
and other covenants in the Credit Agreement, and the effects of COVID-19 may 
make it more difficult for us to comply with such covenants. Our failure to 
comply with these covenants could cause us to be unable to borrow under the 
Credit Agreement and may constitute an event of default which, if not cured or 
waived, could result in the acceleration of the maturity of any indebtedness 
then outstanding under the Credit Agreement, which would require us to pay all 
amounts then outstanding. If we are unable to repay those amounts, Western 
Alliance Bank could proceed against the collateral granted to them to secure 
that debt, which would seriously harm our business. Such an event could 
materially adversely affect our financial condition and liquidity. 
Additionally, such events of non-compliance could impact the terms of any 
additional borrowings and/or any credit renewal terms. Any failure to comply 
with such covenants may be a disclosable event and may be perceived 
negatively. Such perception could adversely affect the market price for our 
common stock and our ability to obtain financing in the future.
Our business could be negatively impacted by cyber security threats, including 
without limitation a material interruption to our operations including our 
clinical trials, harm to our reputation, significant fines, penalties and 
liabilities, breach or triggering of data protection laws, privacy policies 
and data protection obligations, or a loss of customers or sales.
In the ordinary course of our business, we may collect, process, store and 
transmit proprietary, confidential and sensitive information, including 
personal information (including health information), intellectual property, 
trade secrets, and proprietary business information owned or controlled by 
ourselves or other parties. We use our data centers and our networks, and 
those of third parties, to store and access our proprietary business and other 
sensitive information. We and the third parties upon which we rely may face 
various cyber security threats, which are prevalent and continue to increase, 
including, without limitation, cyber security attacks to our information 
technology infrastructure and attempts by others to gain access to our 
proprietary or sensitive information, social-engineering attacks (including 
through phishing attacks), malicious code (such as viruses and worms), malware 
(including as a result of advanced persistent threat intrusions), 
denial-of-service attacks (such as credential stuffing), personnel misconduct 
or error, ransomware attacks, supply-chain attacks, software bugs, server 
malfunctions, software or hardware failures, loss of data or other information 
technology assets, adware, telecommunications failures, earthquakes, fires, 
floods, and other similar threats. We rely upon third parties service 
providers and technologies to operate critical business systems to process 
confidential and personal information in a variety of contexts, including, 
without limitation, third-party providers of cloud-based infrastructure, 
employee email, and other functions. Our ability to monitor these third-party 
providers information security practices is limited, and these third-parties 
may not have adequate information security measures in place. Ransomware 
attacks, including those from organized criminal threat actors, nation-states 
and nation-state supported actors, are becoming increasingly prevalent and can 
lead to significant interruptions, delays, or outages in our operations, 
disruption of clinical trials, loss of data (including data related to 
clinical trials), loss of income, significant extra expenses to restore data 
or systems, reputational loss and the diversion of funds. To alleviate the 
financial, operational and reputational impact of a ransomware attack it may 
be preferable to make extortion payments, but we may be unwilling or unable to 
do so (including, for example, if applicable laws or regulations prohibit such 
payments).
Similarly, supply-chain attacks have increased in frequency and severity, and 
we cannot guarantee that third-parties and infrastructure in our supply chain 
or our third-party partners' supply-chains have not been compromised or that 
they do not contain exploitable defects or bugs that could result in a breach 
of or disruption to our information technology systems (including our 
products/services) or the third-party information technology systems that 
support us and our services.
Due to COVID-19, there may be additional cyber security threats as most of our 
employees work from home, utilizing network connections outside of the Company 
premises. These information security risks have significantly increased in 
recent years in part due to the proliferation of new technologies and the 
increased sophistication and activities of organized crime, hackers, data and 
related privacy breaches, terrorists and other external parties, including 
foreign private parties and state and state-sponsored actors. Any of the 
previously identified or similar threats could cause a security incident or 
other interruption and could result in unauthorized, unlawful, or accidental 
acquisition, modification, destruction, loss, alteration, encryption, 
disclosure of, or access to data. A security incident or other interruption 
could disrupt our ability (and that of third parties upon whom we rely) to 
provide our products and services.
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Despite the implementation of preventative and detective security measures 
designed to protect against security incidents, there can be no assurance that 
these measures will be effective and our internal computer systems and those 
of our current and any future contractors, consultants, collaborators and 
third-party service providers, may be vulnerable to damage or interruption 
from a variety of sources.
We may be unable to detect vulnerabilities in our information technology 
systems (including our products) because such threats and techniques change 
frequently, are often sophisticated in nature, and may not be detected until 
after a security incident has occurred. Despite our efforts to identify and 
remediate vulnerabilities, if any, in our information technology systems 
(including our products), our efforts may not be successful. Further, we may 
experience delays in developing and deploying remedial measures designed to 
address any such identified vulnerabilities.
The procedures and controls we use to monitor these vulnerabilities and 
threats and to mitigate our exposure may not be sufficient to prevent all 
security incidents. These incidents could result in disrupted operations, 
including suspension of our clinical trial activities, lost opportunities, 
misstated financial data, liability for stolen assets or information, theft of 
our intellectual property, loss of data and other personally identifiable or 
sensitive information, increased costs arising from the implementation of 
additional security protective measures, litigation and reputational damage. 
We may expend significant resources, fundamentally change our business 
activities and practices, or modify our operations, including our clinical 
trial activities, or information technology in an effort to protect against 
security incidents and to mitigate, detect, and remediate actual and potential 
vulnerabilities.
An actual or perceived security incident suffered by us or by a third party 
upon whom we rely may result in: government enforcement actions that could 
include investigations, fines, penalties, audits and inspections; additional 
reporting requirements and/or oversight; temporary or permanent bans on all or 
some processing of personal data (which could impact our clinical trials); or 
orders to destroy or not use personal data; indemnification obligations; 
negative publicity; reputational harm; monetary fund diversions; interruptions 
in our operations (including availability of data); financial loss; and other 
similar harms. Further, individuals, clinical trial participants or other 
relevant stakeholders could sue us for our actual or perceived failure to 
comply with our security obligations, including, without limitation, in class 
action litigation. These proceedings could force us to spend money in defense 
or settlement, divert management's time and attention, increase our costs of 
doing business, adversely affect our reputation or otherwise adversely affect 
our business. Security incidents and vulnerabilities may cause some of our 
customers and users to stop using our services and our failure, or perceived 
failure, to meet expectations with regard to the security, integrity, 
availability and confidentiality of our network systems and sensitive data 
could damage our reputation and affect our ability to retain customers, 
attract new customers and grow our business. Moreover, security incidents can 
result in the diversion of funds and interruptions, delays, or outages in our 
operations and services, including due to ransomware attacks and denial-of-servi
ce attacks. Failures or significant downtime of our information technology or 
telecommunication systems or those used by our third-party service providers 
could cause significant interruptions in our operations and adversely impact 
the confidentiality, integrity and availability of sensitive or confidential 
information, including preventing us from conducting clinical trials, tests or 
research and development activities and preventing us from managing the 
administrative aspects of our business.
Additionally, some applicable federal, state and foreign laws may require 
companies to notify individuals of security breaches involving particular 
personally identifiable information, which could result from breaches 
experienced by us or by our vendors, contractors, or organizations with which 
we have relationships. Notifications and follow-up actions related to a 
security breach are costly, and the disclosures or the failure to comply with 
such requirements could lead to adverse consequences and could impact our 
reputation or cause us to incur significant costs, including legal expenses 
and remediation costs.
Any remedial costs or other liabilities related to security incidents may not 
be fully insured or indemnified by other means. Our contracts may not contain 
limitations of liability; however, even where they do, there can be no 
assurance that limitations of liability in our contracts are sufficient to 
protect us from liabilities, damages, or claims related to our data privacy 
and security obligations. Although we maintain cyber insurance, we cannot be 
sure that our insurance coverage will be adequate or sufficient of protect us 
from or to mitigate liabilities arising out of our privacy and security 
practices, that such coverage will continue to be available on commercially 
reasonable terms or at all, or that such coverage will pay future claims.
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Risks Related to Our Products
Unfavorable publicity or consumer perception of our products and any similar 
products distributed by other companies could have a material adverse effect 
on our business.
We believe the nutritional supplement market is highly dependent upon consumer 
perception regarding the safety, efficacy and quality of nutritional 
supplements generally, as well as of products distributed specifically by us. 
Consumer perception of our products can be significantly influenced by 
scientific research or findings, regulatory investigations, litigation, 
national media attention and other publicity regarding the consumption of 
nutritional supplements. We cannot assure you that future scientific research, 
findings, regulatory proceedings, litigation, media attention or other 
favorable research findings 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 earlier research reports, findings or publicity could have 
a material adverse effect on the demand for our products and consequently on 
our business, results of operations, financial condition and cash flows.
Our dependence upon consumer perceptions means that adverse scientific 
research reports, findings, regulatory proceedings, litigation, media 
attention or other 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 with illness, could have such a material adverse 
effect. Any such adverse public reports or other media attention could arise 
even if the adverse effects associated with such products resulted from 
consumers' failure to consume such products appropriately or as directed and 
the content of such public reports and other media 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 product 
liability claims if the use of our products is alleged to have resulted in 
injury. Our products consist of ingredients classified as dietary supplements, 
or natural health products, and, in most cases, are not subject to pre-market 
regulatory approval in the United States. Some of our products contain 
innovative ingredients that do not have long histories of human consumption. 
Previously unknown adverse reactions resulting from human consumption of these 
ingredients could occur. In addition, the products we sell are produced by 
third-party manufacturers. As a marketer of products manufactured by third 
parties, we also may be liable for various product liability claims for 
products we do not manufacture. We have, and may in the future, be subject to 
various product liability claims, including, among others, that our products 
include inadequate instructions for use or inadequate warnings concerning 
possible side effects and interactions with other substances. A product 
liability claim against us could result in increased costs and could adversely 
affect our reputation with our customers, which, in turn, could have a 
materially adverse effect on our business, results of operations, financial 
condition and cash flows.
We utilize ingredients and components for our products from foreign suppliers, 
and may be negatively affected by the risks associated with international 
trade and importation issues.
We utilize ingredients and components for a number of our products from 
suppliers outside of the United States. Accordingly, the acquisition of these 
ingredients is subject to the risks generally associated with importing raw 
materials, including, among other factors, delays in shipments, changes in 
economic and political conditions, quality assurance, health epidemics 
affecting the region of such suppliers, including COVID-19, nonconformity to 
specifications or laws and regulations, tariffs, trade and/or labor disputes 
and foreign currency fluctuations. While we have a supplier certification 
program and audit and inspect our suppliers' facilities as necessary both in 
the United States and internationally, we cannot assure you that raw materials 
received from suppliers outside of the United States will conform to all 
specifications, laws and regulations. There have in the past been quality and 
safety issues in our industry with certain items imported from overseas. We 
may incur additional expenses and experience shipment delays due to 
preventative measures adopted by the U.S. governments, our suppliers and our 
company.
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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 require 
additional development, clinical evaluation, regulatory approval, significant 
marketing efforts and substantial additional investment before they can 
provide us with any revenue. Despite our efforts, these products may not 
become commercially successful products for a number of reasons, including but 
not limited to:
.
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 not 
have 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 the 
intellectual property rights of others; and
.
we may be unable to obtain or defend patent rights for our products.
In addition, we have a supply agreement with Nestec Ltd. pursuant to which it 
is our exclusive customer for Niagen(R) for human use in the medical 
nutritional and functional food and beverage categories in certain 
territories. We may never achieve technical feasibility under the supply 
agreement with Nestec Ltd., and therefore our sales and profit expectations 
resulting from this agreement may be reduced.
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 
improve existing products and services that are offered to our customers. We 
are committed to attempting to keep pace with technological change, to stay 
abreast of technology changes and to look for partners that will develop new 
products and services for our customer base. We cannot assure prospective 
investors that we will be successful in finding partners or be able to 
continue to incorporate new developments in technology, to improve existing 
products and services, or to develop successful new products and services, nor 
can we be certain that newly developed products and services will perform 
satisfactorily or be widely accepted in the marketplace or that the costs 
involved in these efforts will not be substantial.
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 to rigorous quality standards to obtain and maintain regulatory 
approval of their products and the manufacturing processes that generate them. 
A failure to maintain, or, in some instances, upgrade our quality standards to 
meet our customers' needs, could cause damage to our reputation and 
potentially result in substantial sales losses.
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 
are alleged to have violated governmental regulations. A product recall could 
result in substantial and unexpected expenditures, which would reduce 
operating profit and cash flow. In addition, a product recall may require 
significant management attention. Product recalls may hurt the value of our 
brands and lead to decreased demand for our products. Product recalls also may 
lead to increased scrutiny by federal, state or international regulatory 
agencies of our operations and increased litigation and could have a material 
adverse effect on our business, results of operations, financial condition and 
cash flows.
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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 
remain dependent on the timing and volume of the customer's production, over 
which we have no control. The demand for our products depends on regulatory 
approvals 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 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 raw 
materials, involve several risks, including limited control over pricing, 
availability, health epidemics affecting the region of such suppliers 
(including the coronavirus), quality and delivery schedules. We cannot be 
certain that our current suppliers will continue to provide us with the 
quantities of these raw materials that we require or satisfy our anticipated 
specifications and quality requirements. Due to COVID-19, there may be delays 
in shipments from our suppliers. Any supply interruption in limited or sole 
sourced raw materials could materially harm our ability to manufacture our 
products until a new source of supply, if any, could be identified and 
qualified. We may be unable to find a sufficient alternative supply channel in 
a reasonable time or on commercially reasonable terms. Any performance failure 
on the part of our suppliers could delay the development and commercialization 
of our products, or interrupt production of then existing products that are 
already marketed, which would have a material adverse effect on our business. 
For example, W.R. Grace & Co.-Conn. (Grace) is the exclusive manufacturer to 
us for the supply of NR. There is no guarantee that we will be able to 
continue to contract with Grace for the supply of NR, or that such terms will 
be favorable to us.
Risks Related to our Intellectual Property
Our ability to protect our intellectual property and proprietary technology 
through patents and other means is uncertain and may be inadequate, which 
would 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, 
as well as a combination of copyright, trade secret and trademark laws and 
nondisclosure, confidentiality and other contractual restrictions to protect 
our proprietary technology, including our licensed technology. However, these 
legal means afford only limited protection and may not adequately protect our 
rights or permit us to gain or keep any competitive advantage. For example, 
our pending United States and foreign patent applications may not issue as 
patents in a form that will be advantageous to us or may issue and be 
subsequently successfully challenged by others and invalidated. In addition, 
our pending patent applications include claims to material aspects of our 
products and procedures that are not currently protected by issued patents. 
Both the patent application process and the process of managing patent 
disputes can be time consuming and expensive. Competitors may be able to 
design around our patents or develop products which provide outcomes which are 
comparable or even superior to ours. Steps that we have taken to protect our 
intellectual property and proprietary technology, including entering into 
confidentiality agreements and intellectual property assignment agreements 
with some of our officers, employees, consultants and advisors, may not 
provide us with meaningful protection for our trade secrets or other 
proprietary information in the event of unauthorized use or disclosure or 
other breaches of the agreements. Furthermore, the laws of foreign countries 
may not protect our intellectual property 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 
be expensive and time consuming and could divert our management's attention. 
We may not have sufficient resources to enforce our intellectual property 
rights or to defend our patents rights against a challenge. The failure to 
obtain patents and/or protect our intellectual property rights could have a 
material and adverse effect on our business, results of operations and 
financial condition.
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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, 
or whether 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 nor can we be certain we will prevail in an appeal. If one or more 
of those patents, patent applications, licenses and other intellectual 
property rights are invalidated, rejected or found unenforceable and we are 
unable to reverse that finding through an appeal, that could reduce or 
eliminate any competitive advantage we might otherwise have had.
We may become subject to claims of infringement or misappropriation of the 
intellectual property rights of others, which could prohibit us from 
developing our products, require us to obtain licenses from third parties or 
to develop non-infringing alternatives and subject us to substantial monetary 
damages.
Third parties could, in the future, assert infringement or misappropriation 
claims against us with respect to products we develop. Whether a product 
infringes a patent or misappropriates other intellectual property involves 
complex legal and factual issues, the determination of which is often 
uncertain. Therefore, we cannot be certain that we have not infringed the 
intellectual property rights of others. There may be third-party patents or 
patent applications with claims to materials, formulations, methods of 
manufacture or methods for use related to the use or manufacture of our 
products, and our potential competitors may assert that some aspect of our 
product infringes their patents. Because patent applications may take years to 
issue, there also may be applications now pending of which we are unaware that 
may later result in issued patents upon which our products could infringe. 
There also may be existing patents or pending patent applications of which we 
are unaware upon which our products may inadvertently infringe.
Any infringement or misappropriation claim could cause us to incur significant 
costs, place significant strain on our financial resources, divert 
management's attention 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 infringe them, we could be prohibited from manufacturing or 
selling any product that is found to infringe unless we could obtain licenses 
to use the technology covered 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 not be able to redesign our products to avoid 
infringement, which could materially impact our revenue. A court could also 
order us to pay compensatory damages for such infringement, plus prejudgment 
interest and could, in addition, treble the compensatory damages and award 
attorney fees. These damages could be substantial and could harm our 
reputation, business, financial condition and operating results. A court also 
could enter orders that temporarily, preliminarily or permanently enjoin us 
and our customers from making, using, or selling products, and could enter an 
order mandating that we undertake certain remedial activities. 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 be 
successful 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 ingredients and/or the products we are 
developing, allowing us to use intellectual property rights owned by or 
licensed to these third parties. We do not control the maintenance, 
prosecution, enforcement or strategy for many of these 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 any third-party 
licensor is unable to successfully maintain, prosecute or enforce the licensed 
patents and/or patent application rights related to our products, we may 
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.
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We are currently engaged in substantial and complex litigation with Elysium 
Health, Inc. and Elysium Health LLC (collectively, "Elysium"), the outcome of 
which could materially harm our business and financial results.
The litigation includes multiple complaints and counterclaims by us and 
Elysium in venues in California and 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 Note 10,
Commitments and Contingencies, Legal Proceedings
in the Notes to the Consolidated Financial Statements, included in Part I, 
Item 1 of this Quarterly Report on Form 10-Q.
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 over an extended period. The litigation may substantially disrupt 
our business and we cannot assure you that we will be able to resolve the 
litigation on terms favorable 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 and restitution 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. We cannot predict the outcome 
of our litigation with Elysium, which could have any of the results described 
above or other results that could materially adversely affect our business.
We may be subject to damages resulting from claims that we, our employees, or 
our independent contractors have wrongfully used or disclosed alleged trade 
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 our competitors. 
Additionally, consultants or other independent agents with which we may 
contract may be or have been in a contractual arrangement with one or more of 
our competitors. We may be subject to claims that these employees or 
independent contractors have used or disclosed such other party's trade 
secrets or other proprietary information. Litigation may be necessary to 
defend against these claims. Even if we are successful in defending against 
these claims, litigation could result in substantial costs and be a 
distraction to our management. If we fail to defend such claims, in addition 
to paying monetary damages, we may lose valuable intellectual property rights 
or personnel. A loss of key personnel or their work product could hamper or 
prevent our ability to market existing or new products, which could severely 
harm our business.
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 those 
regarding the manufacture of products, advertising and product label claims, 
the distribution of our products and environmental matters. Failure to comply 
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 the 
Department of Commerce, the FDA, the FTC, the Department of Transportation and 
the Department of Agriculture. These regulations govern a wide variety of 
product activities, from design and development to labeling, manufacturing, 
handling, sales and distribution of products. If we fail to comply with any of 
these regulations, we may be subject to fines or penalties, have to recall 
products and/or cease their manufacture and distribution, which would increase 
our costs 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 
sale of substances that are or could be classified as toxic or hazardous 
substances. Some risk of environmental damage is inherent in our operations 
and the products we manufacture, sell, or distribute. Any failure by us to 
comply with the applicable government regulations could also result in product 
recalls or impositions 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 all of these regulations, we may be subject to fines or 
penalties, have to recall products and/or cease their manufacture and 
distribution, which would increase our costs and reduce our sales.
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Government regulations of our customer's business are extensive and are 
constantly changing. Changes in these regulations can significantly affect 
customer 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 very expensive, 
time consuming, and uncertain. Changes in regulations or the enforcement 
practices of current regulations could have a negative impact on our customers 
and, in turn, our business. At this time, it is unknown how the FDA will 
interpret and to what extent it will enforce Good Manufacturing Practices, and 
other regulations that will likely affect many of our customers. These 
uncertainties may have a material impact on our results of operations, as lack 
of enforcement or an interpretation of the 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 need for 
the services we provide.
Governmental agencies throughout the world, including in the United States, 
strictly regulate the pharmaceutical, dietary supplement, food and cosmetic 
industries. Changes in regulation, such as a relaxation in regulatory 
requirements or the introduction of simplified drug approval procedures, or an 
increase in regulatory requirements 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, or if health insurers were to change their practices with respect to 
reimbursements for pharmaceutical products, our customers may spend less, or 
reduce their spending on research and development.
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 until 
such 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 not 
currently required to obtain regulatory approval to market our goods because, 
among other things, we do not (i) produce or market any clinical devices or 
other 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 
regulatory approval 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 the regulatory clearance process as and if implemented by the FDA. 
Satisfaction of regulatory requirements typically takes many years, is 
dependent upon the type, 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 market and sell is 
granted, this clearance may be limited to those particular states and 
conditions for which the good is demonstrated to be safe and effective, which 
would limit our ability to generate revenue. We cannot ensure that any good 
that we develop will meet all of the applicable regulatory requirements needed 
to receive marketing clearance. Failure to obtain regulatory approval will 
prevent commercialization of our goods where such clearance is necessary. 
There can be no assurance that we will obtain regulatory approval of our 
proposed goods that may require it.
Compliance with stringent and changing global privacy and data security laws 
and regulations could result in additional costs and liabilities to us or 
inhibit our ability to collect and, if applicable, process data globally, and 
the failure or perceived failure to comply with such laws and regulations 
could have a material adverse effect on our business, financial condition or 
results of operations.
We collect, receive, store, process, use, generate, transfer, disclose, make 
accessible, protect and share personal information and other sensitive 
information, including but not limited to proprietary and confidential 
business information, trade secrets, intellectual property, information we 
collect about patients in connection with clinical trials, and sensitive 
third-party information necessary to operate our business, for legal and 
marketing purposes. Accordingly, we are, or may become, subject to numerous 
federal, state, local, and foreign data privacy and security laws, 
regulations, guidance and industry standards as well as external and internal 
privacy and security policies, contracts and other obligations that apply to 
the processing of personal data by us and on our behalf. The legal framework 
for the collection, use, safeguarding, sharing, transfer and other processing 
of information worldwide is rapidly evolving and may remain unsettled for the 
foreseeable future.
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Outside the United States, an increasing number of laws, regulations, and 
industry standards apply to data privacy and security. For example, the 
European Union's General Data Protection Regulation (GDPR) and the United 
Kingdom's GDPR (UK GDPR) imposes strict obligations on the processing of 
personal data, including, without limitation, and personal health data. The 
GDPR and UK GDPR set out extensive compliance requirements, including 
providing detailed disclosures about how personal data is collected and 
processed, demonstrating that an appropriate legal basis is in place or 
otherwise exists to justify data processing activities; granting new rights 
for data subjects in regard to their personal data, as well as enhancing 
pre-existing rights (e.g., data subject access requests); requiring the 
appointment of a data protection officer in certain circumstances; mandating 
the appointment of representatives in the United Kingdom and/or the EEA in 
certain circumstances; introducing the obligation to notify data protection 
regulators or supervisory authorities (and in certain cases, affected 
individuals) of significant data breaches; imposing limitations on retention 
of personal data; maintaining a record of data processing; and complying with 
the principle of accountability and the obligation to demonstrate compliance 
through policies, procedures, training and audit. The processing of sensitive 
personal data, such as health information, impose heightened compliance 
burdens under the GDPR and the UK Data Protection Act and is a topic of active 
interest among foreign regulators. Moreover, the GDPR and the UK Data 
Protection Act increase our obligations with respect to clinical trials 
conducted in the EU and the UK by expanding the definition of personal data to 
include coded data and requiring changes to informed consent practices and 
more detailed notices for clinical trial participants and investigators.
Recent legal developments in Europe have created complexity and uncertainty 
regarding transfers of personal data from the European Economic Area, or EEA, 
to the United States. On July 16, 2020, in a case known as Schrems II, the 
Court of Justice of the European Union, or CJEU, invalidated the EU-US Privacy 
Shield Framework under which personal data could be transferred from the EEA 
to U.S. entities who had self-certified under the Privacy Shield scheme. While 
the CJEU upheld the adequacy of the Standard Contractual Clauses (a standard 
form of contract approved by the European Commission as an adequate personal 
data transfer mechanism, and potential alternative to the Privacy Shield), it 
made clear that reliance on them alone may not necessarily be sufficient in 
all circumstances. Use of the standard contractual clauses must now be 
assessed on a case-by-case basis taking into account the legal regime 
applicable in the destination country, in particular applicable surveillance 
laws and rights of individuals and additional measures and/or contractual 
provisions may need to be put in place. Additionally, new Standard Contractual 
Clauses that repealed the Standard Contractual Clauses adopted under the Data 
Protection Directive have recently been adopted on June 4, 2021 by the 
European Commission. We thus are still in the process of updating all our 
contracts entailing the transfer of personal data outside of the European 
Economic Area with this new Standard Contractual Clauses. As supervisory 
authorities issue further guidance on personal data export mechanisms, 
including on the new Standard Contractual Clauses, and/or start taking 
enforcement action, we could suffer additional costs, complaints and/or 
regulatory investigations or fines, and/or if we are otherwise unable to 
transfer personal data between and among countries and regions in which we 
conduct clinical trials, it could affect our business. While the President of 
the United States and the President of the European Commission announced on 
March 25, 2022 that they had reached an agreement in principle for a 
Trans-Atlantic Data Privacy Framework, which would allow personal data to flow 
freely and safely between the EU and participating U.S. companies, there are 
some uncertainties on whether such Trans-Atlantic Data Privacy Framework would 
be effectively adopted and if so, by when it would be applicable. The 
agreement in principle now needs to be translated into legally binding 
commitments, which include the adoption by the United States of a new set of 
rules and binding safeguards to limit access to data by U.S. intelligence 
authorities and procedures to ensure effective oversight of new privacy and 
civil liberties standards, as well as the implementation of a new two-tier 
redress system to investigate and resolve complaints by European citizens on 
access of data by U.S. Intelligence authorities. Subject to the effective 
implementation of such commitments by the United States, the European 
Commission would further launch the procedure to adopt an adequacy decision, 
which involves a proposal from the European Commission, an opinion of the 
European Data Protection Board, an approval from representatives of EU 
countries, and the adoption of the decision by the European Commission. 
Accordingly, the new Trans-Atlantic Data Privacy Framework may not be adopted 
in a near future and thus, the transfer of personal data from the EU to the 
United States still entail in-depth legal analysis and heavy paperwork 
requirements until then.
Relatedly, following the United Kingdom's withdrawal from the EEA and the EU, 
we also have to comply with the UK-specific requirements related to data 
protection, including with respect to transfer of personal data outside of the 
UK, which increases our regulatory compliance burden. The UK also recently 
updated its transfer mechanism and we will need to update all of our contracts 
entailing the transfer of personal data outside of the United Kingdom with 
this new UK-specific transfer tools.
If we cannot implement a valid compliance mechanism for cross-border data 
transfers, we may face increased exposure to regulatory actions, substantial 
fines, and injunctions against processing or transferring personal data from 
Europe or elsewhere. The inability to import personal data to the United 
States could significantly and negatively impact our business operations, 
including by limiting our ability to conduct clinical trial activities in 
Europe and elsewhere; limiting our ability to collaborate with parties that 
are subject to European and other data privacy and security laws; or requiring 
us to increase our personal data processing capabilities and infrastructure in 
Europe and/or elsewhere at significant expense.
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Additionally, in the United States, federal, state, and local governments have 
enacted numerous data privacy and security laws, including data breach 
notification laws, personal data privacy laws, and consumer protection laws. 
The California Consumer Privacy Act of 2018 (CCPA) imposes obligations on 
businesses to which it applies. These obligations include, but are not limited 
to, providing specific disclosures in privacy notices and affording California 
residents certain rights related to their personal data. The CCPA allows for 
statutory fines for noncompliance (up to $7,500 per violation). In addition, 
it is anticipated that the California Privacy Rights Act of 2020 (CPRA), 
effective January 1, 2023, will expand the CCPA. For example, the CPRA 
establishes a new California Privacy Protection Agency to implement and 
enforce the CPRA, which could increase the risk of an enforcement action. 
Other states have enacted data privacy laws. For example, Virginia passed the 
Consumer Data Protection Act, Colorado passed the Colorado Privacy Act and 
Utah passed the Utah Consumer Privacy Act all three of which differ from the 
CPRA and become effective in 2023. If we become subject to new data privacy 
laws, at the state level, the risk of enforcement action against us could 
increase because we may become subject to additional obligations, and the 
number of individuals or entities that can initiate actions against us may 
increase (including individuals, via a private right of action, and state 
actors). In addition, data privacy and security laws have been proposed at the 
federal, state, and local levels in recent years, which could further 
complicate compliance efforts.
Our obligations related to data privacy and security are quickly changing in 
an increasingly stringent fashion, creating some uncertainty as to the 
effective future legal framework. Additionally, these obligations may be 
subject to differing applications and interpretations, which may be 
inconsistent or in conflict among jurisdictions. Preparing for and complying 
with these obligations requires us to devote significant resources (including, 
without limitation, financial and time-related resources). These obligations 
may necessitate changes to our information technologies, systems, and 
practices and to those of any third parties that process personal data on our 
behalf. In addition, these obligations may require us to change our business 
model. Collectively, these laws may increase our compliance costs and 
potential liability. Although we endeavor to comply with our published 
policies, other documentation, and all applicable privacy and security laws, 
we may at times fail to do so or may be perceived to have failed to do so. 
Moreover, despite our efforts, our personnel or third parties upon whom we 
rely may fail to comply with such obligations, which could negatively impact 
our business operations and compliance posture. For example, any failure by a 
third-party processor to comply with applicable law, regulations, or 
contractual obligations could result in adverse effects, including inability 
to operate our business and proceedings against us by governmental entities or 
others. If we fail, or are perceived to have failed, to address or comply with 
obligations related to data privacy and security, we could face government 
enforcement actions that could include investigations, fines, penalties, 
audits and inspections; additional reporting requirements and/or oversight; 
temporary or permanent bans on all or some processing of personal data; orders 
to destroy or not use personal data; and imprisonment of company officials. 
Further, individuals or other relevant stakeholders could sue us for our 
actual or perceived failure to comply with our data privacy and security 
obligations, including, without limitation, in class action litigation. Any of 
these events could have a material adverse effect on our reputation, business, 
or financial condition, and could lead to a loss of actual or prospective 
customers, collaborators or partners; interrupt or stop clinical trials; 
result in an inability to process personal data or to operate in certain 
jurisdictions; limit our ability to develop or commercialize our products; or 
require us to revise or restructure our operations. Moreover, such suits, even 
if we are not found liable, could be expensive and time-consuming to defend 
and could result in adverse publicity that could harm our business or have 
other material adverse effects. Additionally, we expect that there will 
continue to be new proposed laws and regulations concerning data privacy and 
security, and we cannot yet determine the impact such future laws, regulations 
and standards may have on our business.
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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 arbitration, or other adverse non-judicial proceedings;
.
disputes with or our inability to collect from significant customers;
.
loss of any strategic relationship;
.
industry developments, including, without limitation, changes in healthcare 
policies or practices;
.
economic and other external factors, including effects of the COVID-19 pandemic;
.
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 operating 
performance of particular companies. These market fluctuations may also 
materially and adversely affect the market price of our common stock.
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 
to the 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. The 
payment of dividends on our capital stock will depend on our earnings, 
financial condition and other business and economic factors affecting us at 
such time as 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 will only occur if the common stock price appreciates.
Our ability to use our net operating loss (NOL) carryforwards and certain 
other tax attributes may be limited.
Our federal net operating losses (NOLs) generated in taxable years beginning 
on or prior to December 31, 2017 could expire unused. Under current law, 
federal NOLs incurred in taxable years beginning after December 31, 2017, may 
be carried forward indefinitely, but the deductibility of such federal NOLs in 
tax years beginning after December 31, 2020, is limited to 80% of taxable 
income. It is uncertain if and to what extent various states will conform to 
federal tax laws. 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's ability to use its pre-change NOL 
carryforwards and other pre-change tax attributes (such as research tax 
credits) to offset its post-change income or taxes may be limited. We may 
experience ownership changes in the future as a result of subsequent shifts in 
our stock ownership, some of which may 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. federal taxable 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 be periods during which the 
use of NOLs is suspended or otherwise limited, which could accelerate or 
permanently increase state taxes owed.
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We have a significant number of outstanding options and unvested restricted 
stock units. Future sales of these shares could adversely affect the market 
price of our common stock.
As of March 31, 2022, we had outstanding options for an aggregate of 
approximately 12.0 million shares of common stock at a weighted average 
exercise price of $4.32 per share and unvested restricted stock units of 
approximately 0.4 million shares. 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 will be in-the-money and the holders may exercise their 
options and sell a large number of shares. This could cause the market price 
of our common stock to decline.
Our bylaws, as amended (Bylaws) provide that the Court of Chancery of the 
State of Delaware is the exclusive forum for certain disputes between us and 
our stockholders, which could limit our stockholders' ability to obtain a 
favorable judicial forum for disputes with us or our directors, officers or 
employees.
Our Bylaws provide that the Court of Chancery of the State of Delaware will be 
the sole and exclusive forum for the following types of actions or proceedings 
under Delaware statutory or common law: (i) any derivative action or 
proceeding brought on our behalf, (ii) any action asserting a claim of breach 
of a fiduciary duty owed by any of our directors or officers to our company or 
our stockholders, (iii) any action asserting a claim against our company 
arising pursuant to any provision of the Delaware General Corporation Law or 
our amended and restated certificate of incorporation or Bylaws, or (iv) any 
action asserting a claim against our company governed by the internal affairs 
doctrine.
This choice of forum provision may limit a stockholder's ability to bring 
certain claims in a judicial forum that it finds favorable for disputes with 
us or any of our directors, officers, other employees or stockholders, which 
may discourage lawsuits with respect to such claims, although our stockholders 
will not be deemed to have waived our compliance with federal securities laws 
and the rules and regulations thereunder. While the Delaware courts have 
determined that such choice of forum provisions are facially valid and several 
state trial courts have enforced such provisions, there is no guarantee that 
courts of appeal will affirm the enforceability of such provisions and a 
stockholder may nevertheless seek to bring a claim in a venue other than that 
designated in the exclusive forum provision. If a court were to find this 
choice of forum provision to be inapplicable or unenforceable in an action, we 
may incur additional costs associated with resolving such action in other 
jurisdictions, which could adversely affect our business and financial 
condition.
General Risks
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. These 
fluctuations 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 particular company's securities, securities class action litigation has 
often been brought against that company. If the market price or volume of our 
shares suffers extreme fluctuations, then we may become involved in this type 
of litigation, which would be expensive and divert management's attention and 
resources from 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 
to the public markets. Projections may not be made in a timely manner or we 
might fail to reach expected performance levels and could materially affect 
the price 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.
Changes in tax laws or regulations that are applied adversely to us or our 
customers may have a material adverse effect on our business, cash flow, 
financial condition or results of operations.
New income, sales, use or other tax laws, statutes, rules, regulations or 
ordinances could be enacted at any time, which could adversely affect our 
business operations and financial performance. Further, existing tax laws, 
statutes, rules, regulations or ordinances could be interpreted, changed, 
modified or applied adversely to us. For example, the Biden administration and 
Congress have proposed various U.S. federal tax law changes, which if enacted 
could have a material impact on our business, cash flows, financial condition 
or results of operations. In addition, it is uncertain if and to what extent 
various states will conform to federal tax laws. Future tax reform legislation 
could have a material impact on the value of our deferred tax assets, could 
result in significant one-time charges, and could increase our future U.S. tax 
expense.
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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 a 
number of factors, including the fact that we are a small company that is 
relatively unknown to stock analysts, stock brokers, institutional investors 
and others 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 
risk averse 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 have 
become 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 an adverse 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, or that current trading levels will be sustained or not diminish.
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 preferences of 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 to our stockholders.
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Item 6. Exhibits

                                                                                 
Exhibit No.      Description of Exhibits                                         
                                                                                 
2.1              Agreement and Plan of Merger, dated as of                       
                 May 21, 2008, by and among Cody Resources,                      
                 Inc., CDI Acquisition, Inc. and ChromaDex,                      
                 Inc., as amended on June 10, 2008                               
                 (incorporated by reference to, and filed                        
                 as Exhibit 2.1 to the Registrant's Current                      
                 Report on Form 8-K (File No. 333-140056) filed                  
                 with the Commission on June 24, 2008) (1)                       
3.1              Amended and Restated Certificate                                
                 of Incorporation of the                                         
                 Registrant (incorporated by                                     
                 reference to, and filed as Exhibit                              
                 3.1 to the Registrant'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                                 
                 Amended and Restated Certificate of                             
                 Incorporation of the Registrant                                 
                 (incorporated by reference to, and                              
                 filed as Exhibit 3.1 to the                                     
                 Registrant's Current Report on Form 8-K                         
                 (File No. 000-53290) filed with                                 
                 the Commission on April 12, 2016)                               
3.3              Amended and Restated Bylaws of                                  
                 the Registrant (incorporated                                    
                 by reference to, and filed                                      
                 as Exhibit 3.3 to the                                           
                 Registrant's Annual Report                                      
                 on Form 10-K (File No.                                          
                 001-37752) filed with the                                       
                 Commission on March 15, 2022)                                   
4.1              Form of Stock Certificate representing                          
                 shares of the Registrant's                                      
                 Common Stock (incorporated by                                   
                 reference to, and filed as                                      
                 Exhibit 4.1 to the Registrant's                                 
                 Annual Report on Form 10-K (File                                
                 No. 000-53290) filed with the                                   
                 Commission on April 3, 2009)                                    
4.2              Investor's Rights Agreement, effective as                       
                 of December 31, 2005, by and between The                        
                 University of Mississippi Research                              
                 Foundation and the Registrant (incorporated                     
                 by reference to, and filed as Exhibit                           
                 4.1 to the Registrant's Current Report                          
                 on Form 8-K (File No. 333-140056) filed                         
                 with the Commission on June 24, 2008)                           
4.3              Tag-Along Agreement effective as of December 31, 2005, by       
                 and among the Registrant, Frank Louis Jaksch, Snr. & Maria      
                 Jaksch, Trustees of the Jaksch Family Trust, Margery Germain,   
                 Lauren Germain, Emily Germain, Lucie Germain, Frank Louis       
                 Jaksch, Jr., and the University of Mississippi Research         
                 Foundation (incorporated by reference to, and filed as Exhibit  
                 4.2 to the Registrant's Current Report on Form 8-K (File No.    
                 333-140056) filed with the Commission on June 24, 2008)         
4.4              Form of Stock Certificate representing                          
                 shares of the Registrant's Common                               
                 Stock effective as of January 1,                                
                 2016 (incorporated by reference to,                             
                 and filed as Exhibit 4.4 to the                                 
                 Registrant's Annual Report on Form                              
                 10-K (File No. 001-37752) filed with                            
                 the Commission on March 17, 2016)                               
4.5              Form of Stock Certificate representing                          
                 shares of the Registrant's Common                               
                 Stock effective as of December 10,                              
                 2018 (incorporated by reference                                 
                 to, and filed as Exhibit 4.5 to the                             
                 Registrant's Annual Report on Form                              
                 10-K (File No. 001-37752) filed with                            
                 the Commission on March 7, 2019)                                
4.6              Registration Rights Agreement,                                  
                 dated as of May 9, 2019, by and                                 
                 among the Registrant and the                                    
                 parties thereto (incorporated                                   
                 by reference to Exhibit 99.2                                    
                 to the Registrant's Current                                     
                 Report on Form 8-K filed with                                   
                 the SEC on May 10, 2019)                                        
4.7              Registration Rights Agreement,                                  
                 dated as of August 15, 2019, by                                 
                 and among the Registrant and the                                
                 parties thereto (incorporated                                   
                 by reference to Exhibit 99.1                                    
                 to the Registrant's Current                                     
                 Report on Form 8-K filed with                                   
                 the SEC on August 15, 2019)                                     
4.8              Registration Rights Agreement,                                  
                 dated as of April 27, 2020, by                                  
                 and among the Registrant and the                                
                 parties thereto (incorporated                                   
                 by reference to Exhibit 99.2                                    
                 to the Registrant's Current                                     
                 Report on Form 8-K filed with                                   
                 the SEC on April 29, 2020)                                      
4.9              Registration Rights Agreement,                                  
                 dated February 20, 2021, by                                     
                 and among the Company and the                                   
                 Purchaser (incorporated by                                      
                 reference to Exhibit 99.2                                       
                 to the Registrant's Current                                     
                 Report on Form 8-K filed with                                   
                 the SEC on February 22, 2021)                                   
10.1             Second Amendment to the Amended and Restated                    
                 Exclusive License Agreement, effective                          
                 as of January 1, 2022, between Dartmouth                        
                 College and ChromaDex, Inc. **V                                 
10.2             First Amendment to the Amended and Restated                     
                 Exclusive License Agreement, effective                          
                 as of December 29, 2020, between                                
                 Dartmouth College and ChromaDex, Inc. V                         
10.3             Side letter agreement to the Amended and                        
                 Restated Exclusive License Agreement,                           
                 effective as of March 13, 2019, between                         
                 Dartmouth College and ChromaDex, Inc. **V                       
10.4             Restated and Amended Exclusive                                  
                 License Agreement, effective as of                              
                 March 13, 2017, between Dartmouth                               
                 College and ChromaDex, Inc. **V                                 
10.5             First Amendment to the Joint Ownership                          
                 Management Agreement, effective March                           
                 9, 2022, between Queen's University                             
                 of Belfast and ChromaDex, Inc.**V                               
10.6             Joint Ownership Management Agreement,                           
                 effective October 9, 2015,                                      
                 between Queen's University of                                   
                 Belfast and ChromaDex, Inc.**V                                  

-------------------------------------------------------------------------------
Table of
Contents

                                                                                                          
Exhibit No.      Description of Exhibits                                                                  
10.7             Transition and Separation Agreement, effective July 8,                                   
                 2021, between Lisa Harrington and ChromaDex, Inc. V (2)                                  
31.1             Certification of the Chief Executive Officer pursuant to Rule                            
                 13a-14(A) of the Securities Exchange Act of 1934, as amendedV                            
31.2             Certification of the Chief Financial Officer pursuant to Rule                            
                 13a-14(A) of the Securities Exchange Act of 1934, as amendedV                            
32.1             Certification pursuant to 18 U.S.C. Section 1350 (as adopted                             
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)V                              
101.INS          Inline XBRL Instance Document- the instance document does not appear in the Interactive  
                 Data File because its XBRL tags are embedded within the Inline XBRL document             
101.SCH          Inline XBRL Taxonomy                                                                     
                 Extension Schema Document                                                                
101.CAL          Inline XBRL Taxonomy Extension                                                           
                 Calculation Linkbase Document                                                            
101.DEF          Inline XBRL Taxonomy Extension                                                           
                 Definition Linkbase Document                                                             
101.LAB          Inline XBRL Taxonomy Extension                                                           
                 Label Linkbase Document                                                                  
101.PRE          Inline XBRL Taxonomy Extension                                                           
                 Presentation Linkbase Document                                                           
104              104 Cover Page Interactive Data File (formatted                                          
                 as Inline XBRL and contained in Exhibit 101)                                             

v

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, among ChromaDex 
Corporation (formerly Cody Resources, Inc.), CDI Acquisition, Inc. and 
ChromaDex, Inc.
(2)    Schedules have been omitted pursuant to Item 601(a)(5) of Regulation 
S-K. ChromaDex Corporation undertakes to furnish supplemental copies of any of 
the omitted schedules upon request by the Securities and Exchange Commission; 
provided, however, that ChromaDex Corporation may request confidential 
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as 
amended, for any schedule so furnished.
**    Certain portions of this exhibit (indicated by asterisks) have been 
excluded pursuant to Item 601(b)(10) of Regulation S-K because they are both 
not material and are the type that the Registrant treats as private or 
confidential.
-------------------------------------------------------------------------------
Table of
Contents
                                   SIGNATURES                                   
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                                                                                                      
                        CHROMADEX CORPORATION                                                                         
                                                                                                                      
Date: May 12, 2022      /s/ KEVIN M. FARR                                                                             
                        Kevin M. Farr                                                                                 
                        Chief Financial Officer                                                                       
                                                                                                                      
                        (principal financial and accounting officer and duly authorized on behalf of the registrant)  

                                                                    Exhibit 10.1
 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],  
 HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT 
               THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.                


                                SECOND AMENDMENT                                
                                     TO THE                                     
                CHROMADEX, INC. - DARTMOUTH RESTATED AND AMENDED                
                          EXCLUSIVE LICENSE AGREEMENT                           
This Amendment (this "
Amendment
"), effective as of this 1st day of January, 2022 (the "
Effective Date
"), to the ChromaDex, Inc. - Dartmouth Restated and Amended Exclusive License 
Agreement, dated September 2019, as amended on December 29, 2020 ("
License Agreement
"), is made by and between:
(1)    TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research 
institution existing under the laws of the State of New Hampshire, and being 
located at Hanover, New Hampshire 03755, hereinafter called "
Dartmouth
", and
(2)    CHROMADEX, INC., a corporation of the State of California, with a 
principal place of business at 10900 Wilshire Blvd., Suite 600, Los Angeles, 
California 90024; hereinafter called "
Company
".
Unless otherwise defined herein, each of the capitalized terms used in this 
Amendment shall have the meaning ascribed to it in the License Agreement.
                                   RECITALS:                                    
WHEREAS, Company requested that Dartmouth join as a co-plaintiff in a patent 
infringement lawsuit to assert the Dartmouth Patent Rights brought by Company 
against Elysium Health, Inc. in the U.S. District Court for the District of 
Delaware (the "
Elysium Litigation
");
WHEREAS, pursuant to Section 8.01 of the License Agreement and the parties' 
September 15, 2018 letter confirming the terms of Dartmouth's consent to join 
as a co-plaintiff in the Elysium Litigation, Company agreed to pay for, and 
has been paying, all of Dartmouth's out-of-pocket costs, including reasonable 
attorney's fees for Dartmouth to retain its own counsel; any other expenses 
associated with the Elysium Litigation, and any damages resulting from the 
Elysium Litigation;
WHEREAS, on September 21, 2021, the district court in the Elysium Litigation 
granted Elysium's motion for summary judgment finding that two of the 
Dartmouth Patent Rights - U.S. Patent Nos.
[***]
and
[***]
- are invalid under 35 U.S.C. (s) 101;
WHEREAS, on November 2, 2021, Company filed in the Elysium Litigation a notice 
of appeal to the U.S. Court of Appeals for the Federal Circuit (the "
Elysium Appeal
");
WHEREAS, Company requested that Dartmouth join as a co-plaintiff in a patent 
infringement lawsuit to assert the Dartmouth Patent Rights brought by Company 
against Thorne Research, Inc. in the U.S. District Court for the Southern 
District of New York (the "
Thorne Litigation
");
WHEREAS, pursuant to Section 8.01 of the License Agreement and the parties' 
May 6, 2021 letter confirming the terms of Dartmouth's consent to join as a 
co-plaintiff in the Thorne Litigation, Company agreed to pay for, and has been 
paying, all of Dartmouth's out-of-pocket costs, including reasonable 
attorney's fees for Dartmouth to retain its own counsel; any other expenses 
associated with the Thorne Litigation, and any damages resulting from the 
Thorne Litigation;
WHEREAS, Thorne Research, Inc. has filed inter partes review petitions seeking 
review of two of the Dartmouth Patent Rights - U.S. Patent Nos.
[***]
and
[***]
- which have each been instituted by the Patent Trial and Appeal Board (the "
Thorne IPRs
");
                                       1                                        

            
268558105 v1
            

-------------------------------------------------------------------------------

WHEREAS, pursuant to Section 8.01 of the License Agreement, Company agreed to 
pay for, and has been paying, all of Dartmouth's out-of-pocket costs, 
including reasonable attorney's fees for Dartmouth to retain its own counsel; 
any other expenses associated with the Thorne IPRs, and any damages resulting 
from the Thorne IPRs;
WHEREAS, the Thorne Litigation is presently stayed pending the outcome of the 
Thorne IPRs;
NOW, THEREFORE, Dartmouth and Company hereby agree to amend the License 
Agreement, with effect from and after the Effective Date, as follows:
1.
Addition of Section 8.02
. Article VIIII (Infringement Matters) of the License Agreement is hereby 
amended with the addition of the following:
Section 8.02
Obligations to Appeal Decisions Detrimental to the Dartmouth Patent Rights
.
(a)    Company agrees to take all steps reasonably necessary to vindicate and 
protect the Dartmouth Patent Rights in any proceeding (including in the 
Elysium Litigation, the Thorne Litigation, and the Thorne IPRs), including 
pursuing all reasonable administrative or judicial appellate review of any 
decision adverse to the validity or enforceability of the Dartmouth Patent 
Rights. This obligation includes, at a minimum, prosecuting the Elysium Appeal 
in the U.S. Court of Appeals for the Federal Circuit, and defending the Thorne 
IPRs (unless the Elysium Appeal is lost and Dartmouth and Company agree, as 
set forth below, to forego further appeals). Dartmouth and Company agree to 
confer in good faith to discuss pursuing any additional appellate relief 
beyond the Elysium Appeal, including, without limitation, pursuing panel 
rehearing or rehearing en banc in the event of an adverse decision by the 
Court of Appeals for the Federal Circuit, and pursuing an appeal to the U.S. 
Supreme Court (individually and collectively "Appellate Strategy"). Dartmouth 
and Company agree that any Appellate Strategy shall include a good faith and 
reasonable assessment of whether the sought relief can be achieved by or 
before the expiration of the statute of limitations with respect to potentials 
claims under U.S. Patent No.
[***]
and U.S. Patent No.
[***]
.
(b)    If Company, in good faith, determines that further legal action or 
appeals to vindicate and protect the Dartmouth Patent Rights in any proceeding 
(including in the Elysium Litigation, Thorne Litigation, and Thorne IPRs), are 
unwarranted, inappropriate, or unlikely to prevail, the obligations set forth 
Section 8.02(a) may be terminated with, and only with, Dartmouth's written 
consent, which consent may not be unreasonably withheld.
(c)    In connection with any proceeding concerning the Dartmouth Patent 
Rights (including the Elysium Litigation, the Thorne Litigation, and the 
Thorne IPRs), Company agrees to pay for all of Dartmouth's out-of-pocket 
costs, including reasonable attorney's fees for Dartmouth to retain its own 
counsel; any other expenses associated with the proceeding; and any damages 
resulting from the proceeding and Company shall keep Dartmouth's counsel 
apprised of matters affecting the Dartmouth Patent Rights. In the event 
Dartmouth intends to engage counsel not already engaged as of November 2, 
2021, Dartmouth shall promptly provide notice of its desired counsel to 
Company in writing ("New Dartmouth Counsel"). Dartmouth shall be solely 
responsible for all expenses, attorneys fees, retainer amounts, and other 
costs generated by New Dartmouth Counsel. Payment of specified sums, including 
costs, fees, and expenses, shall be made promptly as they are billed. Company 
and Dartmouth shall cooperate meaningfully in the proceeding, including the 
opportunity to review and comment in advance on all filings and reports and 
the selection of experts, to have reasonable advance notice and the 
opportunity to participate in witness and expert meetings and depositions; and 
to have reasonable advance notice and an opportunity to participate in all 
planning and strategy sessions. Dartmouth must also have the opportunity to 
approve any statement made about Dartmouth in the proceeding (in pleadings, 
motion papers, arguments, etc.) or otherwise made in public about the 
proceeding.
                                       2                                        

            
268558105 v1
            

-------------------------------------------------------------------------------

2.
Additions to Section 5.01
. Section 5.01 (Payments) of the License Agreement is hereby amended with the 
addition of the following subsections:
(e)    All unpaid earned royalties from Company's 2021 second (2nd) Calendar 
Quarter shall be calculated at
[***]
based on the value of Net Sales of the Licensed Products, and all unpaid 
royalties from Company's 2021 third (3rd) and fourth (4th) Calendar Quarters 
shall be calculated at
[***]
based on the value of Net Sales of the Licensed Products (collectively, the 
"2021 Unpaid Earned Royalty".) One-half of the 2021 Unpaid Earned Royalty 
shall be paid to Dartmouth on or before July 1, 2022, and the second half of 
the 2021 Unpaid Earned Royalty shall be paid to Dartmouth on or before October 
1, 2022.
(f)    As of the Effective Date, the earned royalty rate of section 5.01(a) 
shall be
[***].
(g)    If the Elysium Appeal and/or the Thorne IPRs and/or the Thorne 
Litigation result(s) in a final, non-appealable judgment that both U.S. Patent 
No.
[***]
and U.S. Patent No.
[***]
are invalid and/or unenforceable, then the earned royalty rate of section 
5.01(a) shall thereafter be
[***]
, and any unpaid earned royalties shall be paid to Dartmouth within
[***]
(
[***]
) days of the date on which such judgment becomes final and non-appealable. 
All other obligations under the License Agreement shall remain in effect.
3.
Amendment and Waiver
. This Amendment shall not be modified, supplemented, amended, or terminated 
in any manner whatsoever, except by a written instrument signed by the party 
against which such modification, supplement, amendment, or termination is 
sought to be enforced.
4.
Precedence and Interpretation
. In the event of any conflict between the provisions of this Amendment and 
any other terms of the License Agreement, including any other exhibit, 
schedule or other attachment or any online terms incorporated into the License 
Agreement, the terms of this Amendment will prevail, control and govern. From 
and after the execution of this Amendment, all references in the License 
Agreement to "this Agreement," "hereof," "herein," and similar words or 
phrases shall mean and refer to the License Agreement as amended, including 
this Amendment. In this Amendment, the words "include," "includes" and 
"including" will be deemed to be followed by the phrase "without limitation," 
and the term "or" is used in its inclusive sense ("and/or"). The section 
headings in this Amendment are intended for convenience of reference only and 
will not be deemed to affect in any manner the meaning or intent of this 
Amendment or any provision hereof.
5.
Effect of the Amendment
. Each party acknowledges and agrees that this Amendment constitutes a valid 
amendment of the License Agreement and that any additional procedures required 
by the License Agreement to amend the License Agreement are either satisfied 
by this Amendment or waived by each party. Except as expressly modified by 
this Amendment, all other terms and conditions of the License Agreement shall 
remain in full force and effect. This Amendment, together with the License 
Agreement, contains the entire agreement of the parties with respect to the 
subject matter hereof, and all prior or contemporaneous understandings or 
agreements between the parties with respect to such subject matter are hereby 
superseded in their entireties.

                                       3                                        

            
268558105 v1
            

-------------------------------------------------------------------------------

IN WITNESS WHEREOF, each of Dartmouth and Company has caused this Amendment to 
be executed by its respective duly authorized officer as of the date below 
their respective signatures.
TRUSTEES OF DARTMOUTH COLLEGE    CHROMADEX, INC.
By:
___/s/ Kim Rosenfield

By:
/s/ Bill Carter
Name:
Kim Rosenfield
Name:
Bill Carter
Title:
Director, Technology Transfer
Title:
SVP Bus. Affairs
Date:
02/28/22
Date:
2/28/22




                                       4                                        

            
268558105 v1
            

                                                                    Exhibit 10.2
                                   AMENDMENT                                    
                                     TO THE                                     
                CHROMADEX, INC. - DARTMOUTH RESTATED AND AMENDED                
                          EXCLUSIVE LICENSE AGREEMENT                           
This Amendment (this "
Amendment
"), dated as of this
29th
day of December, 2020 with effect from and after March 13, 2017 (the "
Amendment Effective Date
"), to the ChromaDex, Inc. - Dartmouth Restated and Amended Exclusive License 
Agreement, dated September 2019 ("
License Agreement
"), is made by and between:
    (1)    TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research 
   institution existing under the laws of the State of New Hampshire, and being 
    located at Hanover, New Hampshire 03755, hereinafter called "Dartmouth", and
       (2)    CHROMADEX, INC., a corporation of the State of California, with a 
   principal place of business at 10900 Wilshire Blvd., Suite 600, Los Angeles, 
                                 California 90024; hereinafter called "Company".
Unless otherwise defined herein, each of the capitalized terms used in this 
Amendment shall have the meaning ascribed to it in the License Agreement.
                                   RECITALS:                                    
WHEREAS, Company and its Affiliate Healthspan Research, LLC, a Delaware 
limited liability company ("
Healthspan
"), are both wholly-owned subsidiaries of ChromaDex Corporation, a Delaware 
corporation, and members of the same corporate group of companies;
WHEREAS, Company and Healthspan are exclusive licensees under the License 
Agreement, which gives them the right to sublicense and to sue for damages;

WHEREAS, Company and Healthspan are under common control and share the same 
management and board of directors;
WHEREAS, because they are under common control, Company and Healthspan do not 
act adversely to one another and, in particular, would not grant a sublicense 
under the License Agreement without the consent of the other;
WHEREAS, the License Agreement grants an exclusive license under the patent 
rights jointly to Company and Healthspan only for so long as they remain under 
common control;
WHEREAS, Company and Healthspan understand, and have always understood, their 
exclusive rights under the License Agreement to require that they act in 
unison with respect to the Dartmouth Patent Rights and not adversely to the 
other;
WHEREAS, Company and Healthspan understand, and have always understood, their 
rights under the License Agreement to preclude either Company or Healthspan 
from granting a sublicense to the Dartmouth Patent Rights without the consent 
of the other;
WHEREAS, the License Agreement provides an exclusionary right that is jointly 
held by Company and Healthspan and such exclusionary right is reflected in 
multiple places in the License Agreement, including (a) in the exclusive 
license to Company and its Affiliates (including Healthspan) in Section 2.01 
of the License Agreement; (b) the requirement, in Section 1.05 of the License 
Agreement, that Healthspan be entitled to an exclusive license only for so 
long as it is under common control with Company; and (c) the requirement, in 
Section 8.01 of the License Agreement, that the right to exclude be exercised 
by Company and Healthspan;
                                     - 1 -                                      

            
268560733 v1
            

-------------------------------------------------------------------------------

WHEREAS, Dartmouth, the licensor, understands, and has always understood, that 
it was granting an exclusive license to Company and Healthspan, including the 
rights to sublicense and to sue for damages, because, and only for so long as, 
they were under common control;
WHEREAS, Dartmouth understood, and has always understood, that Company and 
Healthspan would not act adversely to each other with respect to Dartmouth 
Patent Rights and that the purpose of the License Agreement was to permit 
Company and Healthspan to sue infringers of Dartmouth Patent Rights for 
damages; and
WHEREAS, Elysium Health, Inc. has contended that the sublicensing provision of 
the License Agreement acts to deny the parties the benefits of an exclusive 
license, including the right of Company and Healthspan to sue an infringer for 
damages;
NOW, THEREFORE, to remove any doubt, Dartmouth and Company hereby agree to 
amend the License Agreement, with effect from and after March 13, 2017, as 
follows:
1.
Amendments to Section 2.02
. Section 2.02 (Sublicenses) of the License Agreement is hereby deleted in its 
entirety and replaced with the following:
(a)
Subject to the restrictions set forth in Section 2.02(b), Company and its 
Affiliates shall have the right to grant sublicenses to third parties under 
Dartmouth Patent Rights to make, have made, use and sell the Licensed Products 
with the consent of Dartmouth, which consent shall not be unreasonably 
withheld, except that such sublicenses shall be in writing and expressly 
subject to the terms of this Agreement. Such consent is given to Opko Health, 
Inc. as of the Effective Date of the 2012 Agreement. Company and its 
Affiliates agree to be responsible for the performance hereunder by its 
sublicensees. Dartmouth shall have the right to review such sublicenses to 
assure conformity with this Section. Upon termination of this Agreement, any 
such sublicenses will revert directly to Dartmouth.
(b)
Notwithstanding the foregoing, (i) Company shall not grant a sublicense to a 
third party under Dartmouth Patent Rights without the prior written consent of 
each of its Affiliates; and (ii) an Affiliate of Company shall not grant a 
sublicense to a third party under Dartmouth Patent Rights without the prior 
written consent of Company and all of its other Affiliates. Any purported 
sublicense in violation of this Section 2.02(b) shall be null and void.
2.
Amendment and Waiver
. This Amendment shall not be modified, supplemented, amended, or terminated 
in any manner whatsoever, except by a written instrument signed by the party 
against which such modification, supplement, amendment, or termination is 
sought to be enforced.
3.
Precedence and Interpretation
. In the event of any conflict between the provisions of this Amendment and 
any other terms of the License Agreement, including any other exhibit, 
schedule or other attachment or any online terms incorporated into the License 
Agreement, the terms of this Amendment will prevail, control and govern. From 
and after the execution of this Amendment, all references in the License 
Agreement to "this Agreement," "hereof," "herein," and similar words or 
phrases shall mean and refer to the License Agreement as amended, including 
this Amendment. In this Amendment, the words "include," "includes" and 
"including" will be deemed to be followed by the phrase "without limitation," 
and the term "or" is used in its inclusive sense ("and/or"). The section 
headings in this Amendment are intended for convenience of reference only and 
will not be deemed to affect in any manner the meaning or intent of this 
Amendment or any provision hereof.
4.
Effect of the Amendment
. Each party acknowledges and agrees that this Amendment constitutes a valid 
amendment of the License Agreement and that any additional procedures required 
by the License Agreement to amend the License Agreement are either satisfied 
by this Amendment or waived by each party. Except as expressly modified by 
this Amendment, all other terms and conditions of the License Agreement shall 
remain in full force and effect. This Amendment, together with the License 
Agreement, contains the entire agreement of the parties with respect to the 
subject matter hereof, and all prior or contemporaneous understandings or 
agreements between the parties with respect to such subject matter are hereby 
superseded in their entireties.
                                     - 2 -                                      

            
268560733 v1
            

-------------------------------------------------------------------------------

IN WITNESS WHEREOF, each of Dartmouth and Company has caused this Amendment to 
be executed by its respective duly authorized officer as of the Amendment 
Effective Date.
TRUSTEES OF DARTMOUTH COLLEGE    CHROMADEX, INC.
By:
/s/
Kim Rosenfield
By:
/s/ Lisa Harrington
Name:
Kim Rosenfield
Name:
Lisa Harrington
Title:
Director, Technology Transfer
Title:
General Counsel




                                     - 3 -                                      

            
268560733 v1
            

                                                                    Exhibit 10.3



 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],  
    HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE      
                  COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.                  

September 3, 2019

Ms. Nila Bhakuni
Director
Technology Transfer Office
Dartmouth College
11 Rope Ferry Road, HB 6210
Hanover, New Hampshire 03755


Chromadex
-
Dartmouth Side Letter Agreement
:

Dear Ms. Bhakuni:

This side letter agreement ("Letter Agreement") is being entered into 
concurrently with the Restated and Amended Exclusive License Agreement, 
effective March 13, 2017 ("Restated and Amended Agreement").

ChromaDex, Inc. ("CDX") requested that the Trustees of Dartmouth College 
("Dartmouth") enter into the Restated and Amended Agreement to the July 13, 
2012 CDX Dartmouth Exclusive License Agreement ("2012 Agreement") to make 
clear that its affiliate Healthspan Research, LLC ("Healthspan") is an 
authorized licensee under the 2012 Agreement and has been since the date that 
CDX acquired Healthspan. This Letter Agreement and the Restated and Amended 
License Agreement arise from that request.

The Restated and Amended Agreement makes explicit the agreement reflected by 
CDX's and Dartmouth's course of conduct. When Healthspan became an affiliate 
of CDX on March 12, 2017, CDX treated Healthspan as if it were a licensed 
"Subsidiary" under the 2012 Agreement and paid royalties to Dartmouth on 
Healthspan's sales of TRUNIAGEN. The first of those sales occurred on March 
13, 2017. In its first quarter 2017 royalty report to Dartmouth, which 
Dartmouth received on or about May 15, 2017, CDX reported Healthspan's March 
13-31, 2017 Net Sales of TRUNIAGEN and paid the royalties due thereon. CDX has 
continued to this date to report Healthspan's Net Sales of TRUNIAGEN and to 
pay the royalties due thereon to Dartmouth. In tum, Dartmouth has accepted 
those royalty payments based on Healthspan's sales of TRUNIAGEN as payments 
made pursuant to the 2012 Agreement, thereby agreeing that Healthspan was an 
authorized licensee under the 2012 Agreement. The Restated and Amended 
Agreement conforms the text of the 2012 Agreement to CDX's and Dartmouth's 
course of conduct under the 2012 Agreement, and in particular to CDX's and 
Dartmouth's treatment of Healthspan as a licensee under the 2012 Agreement and 
their treatment of Healthspan's sales of TRUNIAGEN as sales of Licensed 
Products. The Restated and Amended Agreement does so by
replacing
the term "Subsidiary" with the term "Affiliate" in recognition of the actual 
corporate relationship of CDX and Healthspan.


            
268560874 v2
            

-------------------------------------------------------------------------------
September 3, 2019
Page
2


Prior to entering this Letter Agreement and the Restated and Amended 
Agreement, CDX (together with Healthspan) and Dartmouth, through their 
respective counsel, have had the opportunity to investigate the parties' 
respective rights in U.S. Patents
[***]
and
[***]
(the "Licensed Patents''), including the
rights
in the Licensed Patents that Dartmouth has licensed to CDX (together with its 
Affiliate Healthspan), the rights in Dr. Brenner's inventions, and the rights 
in the Licensed Patents that Dr. Brenner has assigned to Dartmouth. In 
particular, both parties have had access to Dr. Brenner and both have relied 
on their own counsel. As a result, neither CDX (together with Healthspan) nor 
Dartmouth relies on the other party with respect to these issues. Therefore, 
in view of the above, Dartmouth hereby releases CDX (together with 
Healthspan), and CDX (together with Healthspan) hereby releases Dartmouth, 
from any and all claims relating to the ownership rights in the Licensed 
Patents.



                                           
CHROMADEX, INC.                            
                                           
By:   /s/ Mark Friedman                    
Date:       9/5/2019                       
Name:       Mark Friedman                  
Title:      General Counsel & Secretarial  




                                
TRUSTEES OF DARTMOUTH COLLEGE   
By:   /s/Sandhya L. Iyer        
Date:       September 13, 2019  
Name:       Sandhya L. Iyer     
Title:      General Counsel     



           
11096328v.l


            
268560874 v2
            

                                                                    Exhibit 10.4

 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],  
 HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT 
               THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.                
                                CHROMADEX, INC.                                 
                                       -                                        
           DARTMOUTH RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENT           
                        This Agreement, effective the 13                        
                                       th                                       
                           day of March 2017 between                            
           TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research 
   institution existing under the laws of the State of New Hampshire, and being 
                     located at Hanover, New Hampshire 03755, hereinafter called
                                                                      Dartmouth,
and
    CHROMADEX, INC., a corporation of the State of California, with a principal 
 place of business at 10005 Muirlands Blvd., Suite G, Irvine, California 92618; 
                                                              hereinafter called
                                                                        Company.
    WHEREAS, Dartmouth and Company entered into an exclusive license agreement, 
  effective July 13, 2012, under which Dartmouth granted Company certain rights 
                      and licenses relating to [***] (the "2012 Agreement"); and
 WHEREAS, Dartmouth and Company wish to amend and restate the terms of the 2012 
 Agreement under the terms and conditions hereinafter set forth, and to replace 
 the 2012 Agreement with this restated and amended Agreement (this "Agreement");
                                                                                
   NOW THEREFORE, in consideration of the premises and the faithful performance 
                                of the covenants herein contained, IT IS AGREED:
                                   ARTICLE I.                                   
                                  Definitions                                   
                                                                    Section 1.01
                                                         Dartmouth Patent Rights
   . "Dartmouth Patent Rights" shall mean United States Patent No. [***] issued 
  [***], United States Patent No. [***], issued [***], and United States Patent 
       No. [***], issued [***] and any United States or Foreign Patents issuing 
  therefrom, and any continuations, continuations-in-part, divisions, reissues, 
      reexaminations or extensions thereof. Dartmouth shall be the assignee and 
                              owner of all such Patents and Patent Applications.
                                                                    Section 1.02
                                                               Licensed Products
 . "Licensed Products" shall mean any products or processes covered by or made, 
       in whole or in part in a given territory, by the use of Dartmouth Patent 
                                                                         Rights.
Section 1.03
Field
. The "Field"
of this Agreement shall mean the following fields:
     Field 1: dietary supplements, sports performance enhancing products, foods 
            with health claims, such as energy bar, skin care/cosmetic products;
Field 2: food or drink products requiring FDA approval;
                 Field 3: consumer foods, such as margarine, yogurt, and cereal;
                                                               Field 4: research


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Section 1.04
Territory.
The "Territory" shall mean the world.
                                                                    Section 1.05
                                                                      Affiliate.
    "Affiliate" shall mean any entity that is bound in writing to the terms set 
                                        forth in this Agreement and is listed on
                                                                      Schedule 1
         , as may be amended from time to time, and that directly or indirectly 
     controls, is controlled by, or is under common control with Company, where 
    "control" means (i) beneficial ownership of at least fifty percent (50%) of 
     the voting securities of a corporation or other business organization with 
 voting securities or (ii) a fifty percent (50%) or greater interest in the net 
      assets or profits of a partnership or other business organization without 
 voting securities. An entity is an Affiliate only during such time as it meets 
                                                the criteria of this definition.
                                                                    Section 1.06
                                                                      Agreement.
                                   "Agreement" shall mean this License Agreement
                                                                    Section 1.07
                                                                       Net Sales
     . "Net Sales" shall mean the gross billing price Company or its Affiliates 
   charge to their customers for Licensed Products, less sales, use, occupation 
     and excise taxes, and transportation, discounts, returns and allowances in 
                                                                lieu of returns.

                                                                    Section 1.08
                                                                  Effective Date
    . "Effective Date" shall mean the date first written above and shall be the 
                                               Effective Date of this Agreement.
                                                                    Section 1.09
                                                                    License Year
   . The "First License Year" shall mean the period commencing on the Effective 
      Date and ending December 31, 2012. The second and all subsequent "License 
         Years" shall commence on January 1 and end on December 31 of each year.
                                                                    Section 1.10
                                                                Calendar Quarter
      . "Calendar Quarter"' shall mean the periods ending on March 31, June 30, 
                                      September 30 and December 31 of each year.
                                  ARTICLE II.                                   
                                     Grant                                      
                                                                    Section 2.01
                                                                   License Grant
                      . Dartmouth hereby grants to Company and its Affiliates an
                                                                      exclusive,
 royalty-bearing license under Dartmouth Patent Rights to make, have made, use, 
     and/or sell Licensed Products in the Field in the Territory subject to any 
     rights which may be required to be granted to the Government of the United 
     States of America pursuant to 35 U.S.C. (s)(s)200-211. Notwithstanding the 
  foregoing, Dartmouth expressly reserves a non-transferable royalty-free right 
      to use the Dartmouth Patent Rights in the Field by its faculty, staff and 
 researchers, for educational and research purposes only. Company agrees during 
        the period of exclusivity of this license in the United States that any 
   Licensed Product produced for sale in the United States will be manufactured 
 substantially in the United States to the extent it is commercially reasonable.
                                                                                
                                                                    Section 2.02
                                                                    Sublicenses.
  Company and its Affiliates shall have the right to grant sublicenses to third 
     parties under Dartmouth Patent Rights to make, have made, use and sell the 
    Licensed Products with the consent of Dartmouth, which consent shall not be 
    unreasonably withheld, except that such sublicenses shall be in writing and 
     expressly subject to the terms of this Agreement. Such consent is given to 
  Opko Health, Inc. as of the Effective Date of the 2012 Agreement. Company and 
    its Affiliates agree to be responsible for the performance hereunder by its 
     sublicensees. Dartmouth shall have the right to review such sublicenses to 
   assure conformity with this Section. Upon termination of this Agreement, any 
                             such sublicenses will revert directly to Dartmouth.


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                                                                    Section 2.03
                                                                         Patents
       . Upon execution of the Agreement, Company shall reimburse Dartmouth for 
   expenses Dartmouth has incurred for the preparation, filing, prosecution and 
         maintenance of Dartmouth Patent Rights as of the Effective Date and in 
                                              accordance with the amounts below:
a)    US Patent No. [***] - $[***]
      b)    US Patent Application Serial No. [***] - Company will reimburse for 
                                                                future expenses.
c)    US Patent No. [***] - $[***]
d)
US Patent Application Serial No. [***] - Company will reimburse for future 
expenses.
e)
Australian Patent Application Serial No. [***] - Company will pay
$[***] Annuity due by August 1 and future expenses
                                                                              f)
 Canadian Patent Application Serial No. [***] - Company will pay $[***] Annuity 
                                             due by August 1 and future expenses
        Dartmouth shall control all future preparation, filing, prosecution and 
    maintenance of Dartmouth Patent Rights. Dartmouth shall invoice and Company 
     shall reimburse Dartmouth for all future expenses in connection with these 
      activities. Late payments shall be subject to an interest charge of [***] 
   percent ([***]%) per month. If Company chooses to discontinue prosecution or 
      maintenance of any United States Patent or Patent Application, which is a 
       subject of Dartmouth Patent Rights, it will so inform Dartmouth within a 
   reasonable time before implementation of such decision. Dartmouth then shall 
   have the right to prosecute or maintain such Patent or Patent Application on 
     its own and at its own expense, in which case the license to Company under 
         such Patent or Patent Application will terminate. Company shall notify 
        Dartmouth by at least three (3) months before a National Phase deadline 
        whether it will support the filing of patent applications in particular 
           foreign territories. If Company decides not to support the filing or 
      maintaining foreign applications, Dartmouth reserves the right to file or 
 maintain such applications on its own, in which case the license to Company in 
                                        the particular territory will terminate.
                                  ARTICLE Ill.                                  
                      Confidentiality and Representations                       
                                                                    Section 3.01
                                                          Mutual Confidentiality
       . Company and its Affiliates and Dartmouth realize that some information 
 received by Company or its Affiliates from Dartmouth, or received by Dartmouth 
         from the Company or its Affiliates pursuant to this Agreement shall be 
   confidential (the entity receiving such confidential information referred to 
             hereunder as "Recipient", and the disclosing entity referred to as 
          "Discloser".) It is therefore agreed that any information received by 
                  Recipient from the other, and clearly designated in writing as
                                                                  "CONFIDENTIAL"
    at the time of transfer, shall not be disclosed by a Recipient to any third 
       party and shall not be used by a Recipient for purposes other than those 
    contemplated by this Agreement for a period of [***] ([***]) years from the 
                                termination of the Agreement, unless or until --





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                                                                             (a)
  said information shall become known to third parties not under any obligation 
 of confidentiality to the Discloser, or shall become publicly known through no 
                                                      fault of the Recipient, or
                                                                             (b)
        said information was already in the Recipient's possession prior to the 
      disclosure of said information to the Recipient, except in cases when the 
     information has been covered by a preexisting Confidentiality Agreement, or
                                                                                
                                                                             (c)
   said information shall be subsequently disclosed to the Recipient by a third 
          party not under any obligation of confidentiality to the Discloser, or
                                                                             (d)
    said information is approved for disclosure by prior written consent of the 
                                                                   Discloser, or
                                                                             (e)
    said information is required to be disclosed by court order or governmental 
      law or regulation, provided that the Recipient gives the Discloser prompt 
 notice of any such requirement and cooperates with the Discloser in attempting 
                                                       to limit such disclosure.
                                                                    Section 3.02
                                                               Corporate Action.
  Dartmouth and Company each represent and warrant to the other party that they 
   have full power and authority to enter into this Agreement and carry out the 
  transactions contemplated hereby, and that all necessary corporate action had 
                                                 been duly taken in this regard.
                                  ARTICLE IV.                                   
                                 Due Diligence                                  
                                                                    Section 4.01
                                                                      Milestones
      . Company has represented to Dartmouth, to induce Dartmouth to issue this 
    license, that it will commit itself to a diligent program of exploiting the 
         Licensed Products so that public utilization will result therefrom. As 
    evidence thereof, Company shall adhere to the following milestones timeline 
                                from the Effective Date and associated payments:




















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[***]    [***]   [***]    [***]  
         [***]   [***]    $[***] 
                                 
[***]                            
 [***]   [***]   $[***] 
   $     [***]   $[***] 
 [***]                  
  $[     [***]   $[***] 
 ***]                   
[***]    [***]   [***]    $[***] 
 [***]   [***]   $[***] 
         [***]   [***]    $[***] 
[***]                            
   $     [***]   $[***] 
 [***]                  
   $     [***]   $[***] 
 [***]                  
           $     [***]    $[***] 
[***]    [***]                   
   $     [***]   $[***] 
 [***]                  


    It is acknowledged that if the above milestones are not accomplished by the 
      dates specified in this Section 4.01, the licenses shall terminate unless 
  payments in the above amounts are made to Dartmouth within [***] ([***]) days 
                         of the specified dates in accordance with Section 9.02.
                                                                      ARTICLE V.
                                                   Payments, Records and Reports
Section 5.01
Payments.
For the rights and privileges granted under this license,
Company shall pay to Dartmouth
                                                                             (a)
    an earned royalty of [***]% based on the value of Net Sales of the Licensed 
          Products. If Licensed Product is combined with another product and/or 
  ingredient and sold by Company in such a combination ("Combination Product"), 
      then Net Sales of the Licensed Product for the earned royalty calculation 
     shall be Net Sales of the Combination Product multiplied by A divided by B 
  (A/B), where A is the sale price of the Licensed Product when sold separately 
                         and B is the sale price of the Combination Product; and
                                                                             (b)
    a non-refundable, non-creditable, one-time license access fee of $[***] due 
                                           upon execution of this Agreement; and
                                                                             (c)
 annual license maintenance fee of $[***] due upon each anniversary of the 2012 
     Agreement (July 13, 2012) and creditable towards preceding annum's royalty 
                                               payments per Section 5.01(a); and
                                                                             (d)
      [***] percent ([***]%) of any consideration received from an infringement 
     settlement less litigation expenditures, as described in Section 8.01, and 
     from each sublicense on the sale of Licensed Products (e.g., license issue 
 fees, license maintenance fees. lump sum payments in lieu of royalty payments, 
 stocks, and earned royalty, etc.) received from each sublicensee of Company or 
                                   its Affiliates for the grant of a sublicense.
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Section 5.02
Reports
. Company shall render to Dartmouth:
                                                                             (a)
     within [***] ([***]) days after the end of each Calendar Quarter a written 
    account of all quantities of Licensed Products subject to royalty hereunder 
       sold by Company, any Affiliate, and any sublicensee during such Calendar 
 Quarter, the calculation of royalty thereon, and sufficient data for Dartmouth 
   to verify the calculation, including gross sales and allowable deductions to 
     derive to Net Sales figures, and shall simultaneously pay in United States 
 dollars to Dartmouth the royalty due with respect to such sales. Conversion of 
 foreign currency to U.S. dollars shall be made at the conversion rate existing 
   in the United States on the date of royalty payments by Company. Such report 
         shall be certified as correct by an officer of Company. If no Licensed 
           Products subject to royalty hereunder have been sold by Company, its 
      Affiliates and its sublicensees during any such quarter, Company shall so 
 report in writing to Dartmouth within [***] ([***]) days after the end of said 
  quarter. If royalties for any License Year do not equal or exceed the minimum 
    royalties established in Section 4.02, Company shall include the balance of 
  the minimum royalty with the payment for the Calendar Quarter ending December 
      31. Late payments shall be subject to an interest charge of [***] percent 
                                                             ([***]%) per month.
                                                                             (b)
  within [***] ([***]) days after the close of each License Year written annual 
         reports which shall include but not limited to: reports of progress on 
   research and development, regulatory approvals, manufacturing, sublicensing, 
   marketing and sales during preceding twelve (12) months as well as plans for 
         coming year. Company shall also provide any reasonable additional data 
                           Dartmouth requires to evaluate Company's performance.
                                                                             (c)
    within [***] ([***]) days of occurrence report of the date of first sale of 
                                              Licensed Products in each country.
                                                                    Section 5.03
                                                               Books of Accounts
  . Company, its Affiliates and sublicensees shall keep full, true and accurate 
    books of accounts and other records containing all particulars which may be 
  necessary for the purpose of ascertaining and verifying the royalties payable 
      to Dartmouth by Company hereunder. Upon Dartmouth's request, Company, its 
   Affiliates and sublicensees shall permit an independent Certified Accountant 
          selected by Dartmouth (except one to whom Company has some reasonable 
 objection), to periodically have access during ordinary business hours to such 
     records of Company, its Affiliates and sublicensees as may be necessary to 
   determine, for any quarter ending not more than [***] ([***]) years prior to 
    the date of such request, the correctness of any report and/or payment made 
           under this Agreement. In the event that any such inspection shows an 
   underreporting and underpayment in excess of [***] percent ([***] %) for any 
  twelve (12) month period, then Company shall pay the cost of such examination.
                                                                                
                                  ARTICLE VI.                                   
                Technical Assistance and Commercial Development                 
                                                                    Section 6.01
                                                           Technical Assistance.
   Throughout the term of the Agreement, Dartmouth agrees to permit Company and 
  its designees to consult with its employees and agents regarding developments 
         and enhancements made subsequent to the Effective Date relating to the 
           Licensed Products, at such times and places as may be mutually agreed

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  upon; provided that Company agrees to make suitable arrangements with, and to 
            compensate the Dartmouth employees and agents for such consultation.
                                                                    Section 6.02
                                                          Commercial Development
        . During the term of this Agreement, Company agrees to use commercially 
  reasonable efforts to effectively manufacture or have manufactured and market 
      Licensed Products. Such efforts will include sublicensing, development of 
                   promotional literature, mailings, and journal advertisements.
                                                                    Section 6.03
                                                                            Name
 . Company shall not use and shall not permit to be used by any other person or 
   entity, including its Affiliates and sublicensees, the name of Dartmouth nor 
           any adaptation thereof, or the name of Dartmouth's employees, in any 
 advertising, promotional or sales literature, or for any other purpose without 
  prior written permission of Dartmouth, such permission not to be unreasonably 
  withheld, except that Company, its Affiliates and sublicensees may state that 
    it is licensed by Dartmouth under Dartmouth Patent Rights and that Company, 
         its Affiliates and sublicensees may refer to publications by Dartmouth 
                          personnel which relate to the Dartmouth Patent Rights.
                                  ARTICLE VII.                                  
                             Indemnity, Insurance,                              
                                  Disclaimers                                   
                                                                    Section 7.01
                                                                      Indemnity.
        Company shall defend and indemnify and hold Dartmouth and its trustees, 
           officers, agents and employees (the "lndemnitees") harmless from any 
 judgements and other liabilities based upon claims or causes of action against 
        Dartmouth or its employees which arise out of alleged negligence in the 
          development, manufacture or sale of Licensed Products by Company, its 
     Affiliates, and sublicensees, or from the use by the end users of Licensed 
    Products, except to the extent that such judgements or liabilities arise in 
  whole or in part from the gross negligence or willful misconduct of Dartmouth 
     or its employees, provided that Dartmouth promptly notifies Company of any 
  such claim coming to its attention and that it cooperates with Company in the 
        defense of such claim. If any such claims or causes of action are made, 
      Dartmouth shall be defended by counsel to Company, subject to Dartmouth's 
     approval, which shall not be unreasonably withheld. Dartmouth reserves the 
                  right to be represented by its own counsel at its own expense.
                                                                    Section 7.02
                                                                       Insurance
      . At such time as any product, process, service relating to, or developed 
 pursuant to, this Agreement is being manufactured, commercially distributed or 
 sold (other than for the purpose of obtaining regulatory approvals) by Company 
  or by a sublicensee, Affiliate or agent of Company, Company shall at its sole 
         cost and expense, procure and maintain comprehensive general liability 
      insurance in amounts not less than $2,000,000 per incident and naming the 
       lndemnitees as additional insureds. Such comprehensive general liability 
     insurance shall provide (i) product liability coverage and (ii) broad form 
        contractual liability coverage for Company's indemnification under this 
          Agreement. If Company elects to self-insure all or part of the limits 
    described above (including deductibles or retentions which are in excess of 
   $250,000 annual aggregate) such self-insurance program must be acceptable to 
        Dartmouth and Dartmouth Risk Manager. Such insurance will be considered 
   primary as to any other valid and collectible insurance, but only as to acts 
 of the named insured. The minimum amounts of insurance coverage required shall 
                                 not be construed to create a limit of Company's
liability with respect to its indemnification under this Agreement.
   Company shall provide Dartmouth with written evidence of such insurance upon 
   request of Dartmouth. Company shall provide Dartmouth with written notice at 
    least [***] ([***]) days prior to the cancellation, non-renewal or material 
     change in such insurance; if Company does not obtain replacement insurance 
                                 providing comparable coverage within such [***]
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   [***] day period, Dartmouth shall have the right to terminate this Agreement 
    effective at the end of such [***] ([***]) day period without notice or any 
                                                     additional waiting periods.
   Company shall maintain such comprehensive general liability insurance beyond 
 the expiration or termination of this Agreement during (i) the period that any 
      product, process, or service, relating to, or developed pursuant to, this 
   Agreement is being manufactured, commercially distributed or sold by Company 
      or by a sublicensee, Affiliate, or agent of Company and (ii) a reasonable 
    period after the period referred to in (i) above which in no event shall be 
                                                  less than [***] ([***]) years.
Section 7.03
Disclaimer.
Nothing contained in this Agreement shall be construed
as:
(a)
a warranty or representation by Dartmouth as to the validity or scope of any
Patent Rights;
                                                                             (b)
  a warranty or representation that any Licensed Products manufactured, used or 
 sold will be free from infringement of patents, copyrights, or rights of third 
      parties, except that Dartmouth represents that it has no knowledge of any 
                 existing issued patents or copyrights which might be infringed;
                                                                             (c)
  except as provided in Section 7.01, an agreement to defend against actions or 
                               suits of any nature brought by any third parties.
             DARTMOUTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS              
                                     TO THE                                     
    MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF LICENSED PRODUCTS    
                                 ARTICLE VIII.                                  
                              lnfringement Matters                              
                                                                    Section 8.01
                                                   Infringement by Third Parties
   . Company shall give Dartmouth prompt notice of any incident of infringement 
          of Dartmouth Patent Rights coming to its attention. The parties shall 
  thereupon confer together as to what steps are to be taken to stop or prevent 
    such infringement. Company and its Affiliates shall be entitled to commence 
   proceedings in their own names against the infringer, in which event Company 
         shall be responsible for all legal costs incurred, without recourse to 
           Dartmouth, however Dartmouth agrees to appear as a party in any such 
       proceedings if requested by Company and such request is not unreasonably 
 burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of 
  pocket costs spent in connection with said request. Financial recoveries from 
         any such litigation will first be applied to reimburse Company and its 
  Affiliates for their litigation expenditures and 30% of additional recoveries 
    by Company and Affiliates will be paid to Dartmouth, but only to the extent 
 that Dartmouth as a party to the litigation has not recovered those damages in 
     the litigation. If Company chooses not to commence litigation within [***] 
      ([***]) days from the date the parties confer regarding the infringement, 
        Dartmouth may commence proceedings against the infringer, in which case 
        Dartmouth shall be responsible for any legal costs incurred and will be 
   entitled to retain any damages recovered. In any action to enforce Dartmouth 
     Patent Rights, either party, at the request and expense of the other party 
 shall cooperate to the fullest extent reasonably possible. Neither Company nor 
    its Affiliates may settle any infringement action in any way detrimental to 
         Dartmouth Patent Rights without the expressed prior written consent of 
                                                                      Dartmouth.



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                                  ARTICLE IX.                                   
                            Duration and Termination                            
                                                                    Section 9.01
                                                                            Term
 . This Agreement shall become effective upon the date first written above, and 
      unless sooner terminated in accordance with any of the provisions herein, 
 shall remain in full force during the life of the last to expire patents under 
   Dartmouth Patent Rights contemplated by this agreement in the last to expire 
  territory. If mutually desired. the parties may negotiate for an extension of 
     this License. Upon the termination of the Agreement Company shall have the 
      right to sell the remainder of the Licensed Product on hand, provided the 
                sales will be subject to the royalty payments of this Agreement.
                                                                    Section 9.02
                                                            Termination - Breach
 . In the event that either party defaults or breaches any of the provisions of 
         this Agreement, the other party shall have the right to terminate this 
 Agreement by giving written notice to the defaulting party, provided, however, 
   that if the said defaulting party cures said default within thirty (30) days 
 after said notice shall have been given, this Agreement shall continue in full 
   force and effect. The failure on the part of either of the parties hereto to 
  exercise or enforce any right conferred upon it hereunder shall not be deemed 
            to be a waiver of any such right nor operate to bar the exercise or 
                            enforcement thereof at any time or times thereafter.
                                                                    Section 9.03
                                                             Termination at Will
 . Company shall have the right to terminate this Agreement by giving three (3) 
         months advance written notice to Dartmouth to that effect and paying a 
 termination fee of $[***]. Upon termination, a final report shall be submitted 
    and royalty and other payments due under Article V, as well as unreimbursed 
      patent expenses per Section 2.03 due Dartmouth become immediately payable.
      Upon receipt of the termination notice, Dartmouth should be free to start 
                  negotiations with a third party for the rights granted herein.
                                                                    Section 9.04
                                                                      Insolvency
   . In the event that Company shall become insolvent, shall make an assignment 
     for the benefit of creditors, or shall file a petition for bankruptcy, the 
                                                      Agreement shall terminate.
                                                                    Section 9.05
                                             Prior Obligations and Survivability
  . Termination of this Agreement for any reason shall not release either party 
    from any obligation theretofore accrued. Sections 3.01, 5.01 - 5.03, 7.01 - 
      7.03, 9.03. 10.01 - 10.09 shall survive the termination of this Agreement.
                                                                      ARTICLE X.
                                                                   Miscellaneous
                                                                   Section 10.01
                                                                   Governing Law
        . This Agreement shall be construed, governed, interpreted and enforced 
                                 according to the laws of the State of New York.
                                                                   Section 10.02
                                                                         Notices
      . Any notice or communication required or permitted to be given by either 
    party hereunder, shall be deemed sufficiently given, if mailed by certified 
   mail, return receipt requested, and addressed to the party to whom notice is 
                                                               given as follows:





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If to Company, to:


Frank Jaksch, CEO
ChromaDex, Inc. 10005
Muirlands Blvd Suite G Irvine, CA 92618




If to Dartmouth, to:



Nila Bhakuni, Director
Technology Transfer Office
Dartmouth College
11 Rope Ferry Road
Hanover, NH 03755

                                                                  Section 10.03.
                                                                     Assignment.
      Neither party shall assign or transfer this Agreement without the express 
         prior written consent of the other. For purposes of this Agreement, an 
   assignment or transfer of this Agreement by Company shall be deemed to occur 
      in connection with (a) an express assignment or transfer or (b) a general 
   assignment for the benefit of creditors or in connection with any bankruptcy 
     or other debtor relief law. This section will not be deemed to prohibit an 
          assignment or transfer of this Agreement in connection to a merger or 
    consolidation to which Company is a party (regardless of whether Company is 
     the surviving corporation) or to any other transaction pursuant to which a 
    change would occur in the "ultimate parent entity" of Company, applying the 
        rules in effect from time to time under the Hart-Scott-Rodino Antitrust 
                                           Improvements Act of 1976, as amended.
                                                                   Section 10.04
                                                               Entire Agreement.
   This Agreement represents the entire Agreement between the parties as of the 
  effective date hereof, and may only be subsequently altered or modified by an 
 instrument in writing. This Agreement cancels and supersedes any and all prior 
     oral or written agreements between the parties which relate to the subject 
                         matter of this Agreement, including the 2012 Agreement.

                                                                   Section 10.05
                                                      Mediation and Arbitration.
 Both parties agree that they shall attempt to resolve any dispute arising from 
         this Agreement through mediation. Both parties agree that at least one 
       employee, capable of negotiating an agreement on behalf of his employer, 
     shall, within three weeks of receipt of written notification of a dispute, 
      meet with at least one employee of the other party who is also capable of 
     negotiating an agreement on behalf of his employer. If no agreement can be 
  reached, both parties agree to meet again within a four-week period after the 
       initial meeting to negotiate in good faith to resolve the dispute. If no 
      agreement can be reached after this second meeting, both parties agree to 
      submit the dispute to binding arbitration under the Rules of the American 
                             Arbitration Association before a single arbitrator.


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                                                                   Section 10.06
                                                                          Waiver
   . A failure by one of the parties to this Agreement to assert its rights for 
   or upon any breach or default of this Agreement shall not be deemed a waiver 
     of such rights nor shall any such waiver be implied from acceptance of any 
 payment. No such failure or waiver in writing by any one of the parties hereto 
 with respect to any rights, shall extend to or affect any subsequent breach or 
                                            impair any right consequent thereon.
                                                                   Section 10.07
                                                                   Severability.
     The parties agree that it is the intention of neither party to violate any 
     public policy, statutory or common laws, and governmental or supranational 
     regulations; that if any sentence, paragraph, clause or combination of the 
  same is in violation of any applicable law or regulation, or is unenforceable 
         or void for any reason whatsoever, such sentence, paragraph, clause or 
         combinations of the same shall be inoperative and the remainder of the 
                                Agreement shall remain binding upon the parties.
                                                                   Section 10.08
                                                                         Marking
     . Upon Dartmouth's direction and consultation, Company agrees to mark, and 
 ensure that Affiliates and sub-licensees shall mark the Licensed Products with 
                                  all applicable trademarks, and patent numbers.
                                                                   Section 10.09
                                                                        Headings
            . The headings of the paragraphs of this Agreement are inserted for 
                        convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate originals, by their respective officers hereunto duly authorize, the 
day and year herein written.
                                   CHROMADEX,                                   
By:
/s/ Mark Friedman
Date:    9/5/2019
Name: Mark Friedman
Title:     General Counsel

                         TRUSTEES OF DARTMOUTH COLLEGE                          

By:
/s/ Sandhya L. Iyer
Date:    September 10, 2019
Name: Sandhya L. Iyer
Title:     General Counsel




                                       11                                       
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                            SCHEDULE I - AFFILIATES                             

.
Healthspan Research, LLC


























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7
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                                                                    Exhibit 10.5
 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],  
 HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT 
               THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.                

              AMENDMENT TO / JOINT OWNERSHIP MANAGEMENT AGREEMENT               
THIS AMENDMENT is entered into this 10
th
day of March 2022 (the "Effective Date of the Amendment"), by and between 
ChromaDex, Inc. (hereinafter referred to as "CHROMADEX") and The Queen's 
University of Belfast (hereinafter referred to as the "COMPANY").
WHEREAS, CHROMADEX and COMPANY (collectively "the Parties") entered into a 
Joint Ownership Management Agreement made effective as of October 9, 2015 
attached hereto as Schedule 1 (the "Agreement"); and
WHEREAS, the Parties have determined that it is in their mutual interest to 
amend the Agreement in accordance with the terms of this Amendment;
NOW THEREFORE, in consideration of mutual premises and mutual agreements 
herein contained, the Parties hereto agree to amend the Agreement as follows:

1.
Schedule 2 shall be amended and replaced with the below:
                          "Schedule 2: Schedule of IP                           
                                     [***]                                      

2.
Except as specifically changed, altered, amended or restructured by this 
Amendment, all terms and provisions of the Agreement, as amended shall remain 
unchanged and unaffected and in full force and effect.
3.
Delivery of an executed counterpart of a signature page to this Amendment by 
email shall be effective as delivery of a manually executed counterpart of 
this Amendment. The Parties shall have the right to insert the name of the 
people executing this Agreement and any amendments to the Agreement using an 
electronic signature (an "Electronic Signature"), and an Electronic Signature 
shall be binding on such Party as if this Agreement and any amendments had 
been originally executed by an ink signature
IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to 
the Agreement as of the date first written above.
Chromadex, Inc.    The Queen's University Of Belfast
By:
/s/ Andrew Shao
By:
/s/ Dermot Tierney

Name:
Andrew Shao
Name:
Dermot Tierney
Title:
SVP Global Scientific & Regulatory Affairs
Title:
Head of IP & Commercialization

Date:
3/10/2022
Date:
3/10/2022
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                                                                    Exhibit 10.6


 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],  
 HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT 
               THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.                
                      JOINT OWNERSHIP MANAGEMENT AGREEMENT                      

This Joint Ownership Management Agreement ("Agreement") is made effective the 
09 October 2015 ("Effective Date") by and between
(1)    THE QUEEN'S UNIVERSITY OF BELFAST, University Road.. Belfast BT7 1NN 
("QUB"); and
(2)    CHROMADEX. 10005 Muirlands Boulevard, Suite G. Irvine, CA 92618, USA 
(the "COMPANY").
(each a "Party" and collectively the "Parties")
WHEREAS
(a)    The Company and QUB (through the principal investigator, Dr Marie 
Migaud) have collaborated and are continuing to collaborate on research 
projects described in Schedule 1 leading to the inventions and patent 
applications described in Schedule 2 (Schedule of IP)
(b)    The Company and QUB have agreed that all jointly owned intellectual 
Property arising from these collaborative research projects will be governed 
by this agreement.
(c)    The Company has provided material for use in this research (the 
*Material-) described in Schedule 3
(d)    QUB is willing to allow the Company to be the Lead Party subject to the 
provisions of this Agreement,
NOW IT IS HEREBY AGREED
as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
In this Agreement the following expressions have the meaning set opposite:
"
Costs
"    shall mean any external costs, fees and expenses which are seasonably 
incurred by the Parties in respect of (a) the registration of any document 
with any Patent Office or other institution, and the payment of any Duty or 
other tax or charge in connection with such documents. (b) seeking and 
maintaining patents and/or other intellectual property protection in respect 
to the Patent Rights, including without limitation (i) the defence of any 
claims of opposition or for revocation of any intellectual property in respect 
of the Patent Rights, and (ii) the bringing of claims against other persons 
for infringement of OUB's and the Company's rights in the Patent Rights. (c) 
the negotiation arid execution of agreements with
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licensees and others in respect of the development or commercialisation of the 
Patent Rights and the administration of such agreements, including without 
limitation any costs incurred in dealing with claims or proceedings associated 
with such agreements; and (d) travel and other expenses incurred in carrying 
out any obligations under this Agreement;
"
Gross Revenue
"    shall mean the actual sums received by the Parties from time to time in 
respect of the commercialisation of the Patent Rights;
"
Intellectual Property
"    shall mean patents, rights to inventions utility models, copyright, 
trademarks. service marks, trade, business and domain names, rights in trade 
dress or get-up, rights in goodwill or to sue for passing off, unfair 
competition rights. rights in designs, rights in computer software. database 
rights. topography rights. moral rights, rights in confidential information 
(including know-how and trade secrets) and any other intellectual property 
rights in each case whether registered or unregistered and including all 
applications for. arid renewals or extensions of, such rights, and all similar 
or equivalent rights or forms of protection in any part of the world,
"
Lead Party
"    shall mean the Party that has the authority and sole responsibility for 
the prosecution and maintenance of the Patent Rights and shall be responsible 
for leading the commercialisation of the Patent Rights.
"
Licensed Product
"    shall mean a product which is manufactured. sold or supplied by the 
Company or any of its sub-licensees (including any of its affiliates) and 
which (a) is within any claim of the Patent Rights which has not expired or 
been held invalid or unenforceable by a court of competent jurisdiction or (b) 
incorporates, or its development or manufacture, makes use of, any of the 
intellectual Property listed in Schedule 2;
"
Net Revenue
"    shall mean the Gross Revenue less the Costs and any (a) trade, quantity 
and cash discounts actually provided to third parties in connection with 
arms-length transactions (b) credits, allowances or refunds, not to exceed the 
original invoice amount, for actual claims, damaged goods rejections or 
returns, (c) actual freight and insurance costs incurred in transporting to 
such customers. and (d) excise, sale, use. value added or other taxes. other 
than income taxes paid by the Company in respect to the commercialization of 
the Patent Rights;
"
Patent Rights
"    shall mean the Patents and all applications and granted patents or other 
similar forms of protection anywhere in the world claiming priority with or 
from such Patents including utility models, certificates of invention and all 
divisionals, continuations. continuations-in-part, reissues, renewals, 
extensions, additions, supplementary protection certificates or equivalent to 
any such patent applications and patents, as defined in Schedule 2 which may 
be updated from time to time in accordance with Clause 10.3, and
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"
QUE Background IP
"    shall mean the Intellectual Property listed under Schedule 1 of the 
Exclusive Patent Licence dated between CUB and the Company
2.
PATENTS AND EXPENSES
2.1
QUB and the Company agree that the Company shall be the Lead Party. The 
Company shall ensure that their patent agents send a copy of all correspondence 
relating to the Patent Rights to QUB
2.2
It is agreed that the Patent Rights shall be jointly and equally owned by CUB 
and the Company
2.3
The Parties acknowledge that the Company has discharged the initial filing 
costs of the Patents under reference [***] and [***]
2.4
The Company agrees to pay the Costs associated with the Patent Rights from the 
date of this Agreement
3.
USE OF PATENT RIGHTS BY THE PARTIES
3.1
Each Party will retain the right to use and practice the Patent Rights for 
non-commercial, academic research and educational purposes, including the 
right to use for collaborative research projects
3.2
The retained rights referred to in clause 3 1 above shall be transferable, 
upon written agreement by the Company. which shall not unreasonably be 
withheld, to other academic institutions in the event that the Inventors 
become employed by such institutions, provided that such other institutions' 
right to use and practice the Patent Rights shall be subject to the same 
limitations as those of the Parties, and provided that the Parties to this 
Agreement retain the rights referred to in clause 3 1 notwithstanding any 
transfer of such rights to another academic institution
3.3
In the event that the either party does not wish to maintain the Patent Rights 
(the "Declining Party") they shall notify the other party In writing at least
[***]
(
[***]
) days in advance of their intention to waive their ownership of the Patent 
Rights under this Agreement, the other party may take over the share of the 
Declining Party free of charge, and thereafter shall be entitled to maintain 
or abandon the Patent Rights on their own behalf and at their own expense
4.
LICENCE GRANT, COMMERCIALISATION, AND ROYALTIES
4.1
QUB hereby grants the Company an exclusive worldwide license, with the right 
to sub-license (subject to the terms below), to use and practice the Patent 
Rights for the purposes of commercialisation The Company shall use alt 
reasonable endeavours to commercialise the Patent Rights QUB is prohibited 
from commercialising or granting any licenses to the Patent Rights without the 
Company's prior written consent
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4.2
The Company agrees to pay QUB the following royalties quarterly, based on the 
calendar quarter
(a)
[***] of all Net Revenue for [***] ("Research Amounts");
(b)
[***] of all Net Revenue for [***];
(c)
[***] of all Net Revenue for [***] ("Bulk Amounts"); and
(d)
[***] of all Net Revenue arising from [***].
QUB will be solely responsible for distributing its share of the Net Revenue 
within its organisaton.
4.3
In the event it becomes necessary for the Company or a sub-licensee to license 
on a royalty-bearing basis any Qua Background IP relating to manufacturing 
methods for [***] ([***]) arid derivatives to make, use or sell the Licensed 
Product, then the Company or sub-licensee shall not be required to pay QUB the 
royalty rate required under 4 2(b) and 4 2(c) in addition to the royalty rate 
required under the licence of QUB Background IP
4.4
The Company may grant sub-licences, subject to the following conditions
(a)
The Company shall impose binding obligations on the sub-licensee which are 
equivalent to the obligations of the Company under this Agreement and 
limitations and exclusions of liability which are equivalent to those set out 
in this Agreement.
(b)
the Company shall ensure that the sub-licence terminates automatically on the 
termination of this Agreement for any reason.
(c)
within [***] days after the grant of any sub-licence, the Company provide QUB 
with a true copy of teat sub-licence, and
(d)
the Company shall be responsible for any breach of the sub-licence by the 
sub-licensee, as if that breach had been that of Company under this Agreement, 
and will indemnify QUB against any and all losses, damages costs, claims and 
expenses which are awarded against or suffered by QUA as a result (whether 
direct or indirect) of any such breach by the sub-licensee.
4.5
Except for the licences expressly granted to the Company in by this Clause 4. 
QUA reserves all its rights to the jointly owned Intellectual Property Rights 
listed in Schedule 2
4.6
The Company will pay QUA royalties and other fees. charges and costs in 
cleared funds and to the bank account nominated in writing by Qua from time to 
time
4.7
The Company will reimburse to QUA all reasonable expenses incurred by the 
Principal Investigator and all reasonable expenses incurred by QUA in 
providing the Company any training it may require related to the use of the 
Intellectual Property listed in Schedule 2
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4.8
Ali amounts due under this Agreement will be paid by the Company to QUA in 
full. without any set-off. counterclaim deduction or withholding except 
insofar as the Company is required to deduct the same to comply with 
applicable laws. The Parties will cooperate and take all steps reasonably and 
lawfully available to them. at the expense of the Company, to avoid deducting 
such taxes and to obtain double taxation relief. If the Company is required to 
make any such deduction it will provide QUA with such certificates or other 
documents as it can reasonably obtain to enable QUB to obtain appropriate 
relief from double taxation of the payment
4.9
If the Company is prohibited from making any payment due to QUA under this 
Agreement by a governmental authority in any country, the Company will use its 
best endeavours to secure from the proper authority in the relevant country 
permission to make that payment and will make it within [***] days after 
receiving such permission. if that permission is not received within [***] 
days after the Company making a request for that permission, at the option of 
QUA the Company will deposit the payment due either in a bank account 
designated by QUA or the Company will make that payment to a person, having 
offices or a place of business in the relevant country, designated by QUB
4.10
Upon termination of this Agreement; without prejudice to any other right or 
remedy available to either Party, the Company will pay QUA (in accordance with 
this Clause 4) all unpaid royalties, fees. charges and expenses accrued up to 
the date of termination.
4.11
The royalties and fees. charges and costs payable under this Agreement are 
exclusive of VAT which the Company will pay in addition to those royalties: 
fees, charges and costs
4.12
No royalties, fees, charges or costs payable under this Agreement are 
refundable to the Company by QUB.
4.13
If the Company fails to pay any amount due to QUB by the due date for payment 
then without prejudice to any other right or remedy available to QUB
(a)
The Company will pay interest on that amount, on demand, at the rate of [***] 
([***]) per annum above the Bank of England's base lending rate from time to 
time. from the due date for payment until the payment is made in full whether 
before or after judgment; arid
(b)
QUB may convert the licence granted in Clause 4 1 into a non-exclusive 
licence. if payment remains uncured for a period of [***] ([***]) days after 
written notice of such non-payment is provided by QUB to the Company
5.
CONFIDENTIAL INFORMATION
5.1
The Parties agree to use any information from the other Party deemed to be 
confidential information ("Confidential Information") solely for the purpose 
of this Agreement
5.2
The Parties agree to treat all Confidential Information received from the 
other Party in confidence, and to divulge it only to those employees who 
require access to it in the performance of this Agreement and have accepted 
the same obligations of confidentiality and non-use.
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5.3
Obligations under this clause 5 shall not apply to information that
(a)
is or becomes generally available to the public otherwise than by reason of a 
breach by the recipient Party of any provision of this Clause 5;
(b)
can be shown by the recipient Party to be in the recipient Party's possession 
prior to receipt under this Agreement;
(c)
is subsequently disclosed to the recipient Party without obligations of 
confidence by a third Party owing no such obligations to the disclosing Party 
in respect thereof,
(d)
can be shown by written records to have been developed by the recipient Party 
without benefit of any disclosure under this Agreement,
(e)
the recipient Party is specifically required to disclose to an order of any 
Court of competent jurisdiction, but only after the disclosing Party is given 
prompt written notice and an opportunity to seek a protective order or to 
agree such disclosure
6.
REPORTS AND RECORDS
6.1
The Company shall keep complete and accurate accounts of all Costs and Gross 
Revenue
6.2
Within
[***]
(
[***]
) days each year following the Effective Date of this Agreement the Company 
shalt send a written account of the Gross Revenue, the Costs, the Net Revenue 
and the royalty due to QUB Such report shall be sent even it no Gross Revenue 
has been received The value of revenue to be transferred between the parties 
snail then be calculated and transferred within
[***]
(
[***]
) days
6.3
At the same time as any payment of royalties is due to QUB, the Company will 
send to QUB a statement in writing recording the calculation of those 
royalties and setting out, in respect of each territory or region in which any 
of the Licensed Products are supplied.
(a)
[***];
(b)
[***];
(c)
[***];
(d)
[***]; and
(e)
[***].
6.4
The Company will, until the expiry of at least [***] years after any royalties 
are payable to CUB under this Agreement, keep at its normal place of business, 
detailed and up to date records and accounts showing the quantity, description 
and price value of the Licensed Products supplied by it, and the amount of 
sublicensing revenues received by it in respect of the Licensed Products on

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a country by country basis, and sufficient to ascertain the amounts payable to 
QUB under this Agreement.
6.5
The Company will make those records and accounts available, on reasonable 
notice. for inspection during business hours by an independent chartered 
accountant nominated by QUB for the purpose of verifying the accuracy of any 
statement or report given by the Company to QUB The accountant may take copies 
of or extracts from those records and accounts but will be required to keep 
confidential all information learnt during the inspection, and to disclose to 
QUB only those details which are be necessary to verify the Company's 
compliance with this Agreement The Company will ensure that QUB has the same 
rights as those set out in this Clause 4.15 in respect of any person which is 
sub-licensed under the Patents Rights
6.6
If any inspection reveals a shortfall in excess of [***] for any [***] ([***]) 
period in the amounts paid to QUB under this Agreement, the Company will 
immediately make up that shortfall and reimburse to DUB the accountant's 
charges in respect of the inspection
7.
TERM
This Agreement shall come into full force from the Effective Date and shall 
remain in effect for the life of the last issued patent under the Patent 
Rights, unless otherwise terminated in accordance with the terms of this 
Agreement
8.
TERMINATION
8.1
Either Party (the "Initiating Party") may terminate this Agreement with 
immediate effect by notice in writing to the other Party ( the Breaching 
Party") on the occurrence of any of the following events in relation to the 
Breaching Party
(a)
a material breach by the Breaching Party of any of its obligations under this 
Agreement which (if the breach is capable of remedy) the Breaching Party has 
failed to remedy within
[***]
(
[***]
) days after receipt of notice in writing from the Initiating Party 
identifying the breach and requiring it to be remedied; and
(b)
the passing by the Breaching Party of a resolution for its winding-up or the 
making by a court of competent jurisdiction of an order for the winding-up or 
the dissolution of the Breaching Party
8.2
Expiry or termination of this Agreement by either Party for any reason shall 
not affect the rights and obligations of the parties accrued prior to expiry 
or termination and shall not affect rights or obligations. which expressly or 
by implication are intended to continue or come into force on or after such 
expiry or termination
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9.
INDEMNITY AND LIABILITY
9.1
The Company shall indemnify, hold harmless and defend DUB its, officers, 
employees and agents and their respective successors, heirs and assigns 
against any liability, damage, loss or expense (including attorneys fees and 
expenses of litigation) incurred by or imposed upon DUB in connection with any 
claims, suits, actions, demands or judgments by or in favour of any third 
Party arising from, or in connection with the flits Agreement Notwithstanding 
the foregoing, there is no indemnity obligation to the DUB to the extent that 
any claims result from the negligence of DUB
9.2
Neither Party accepts any responsibility for any use which may be made by the 
other Party of the Patent Rights
9.3
The aggregate liability of each Party to the other for all and any breaches of 
this Agreement any negligence or arising in any other way out of the subject 
matter of this Agreement ("Liability Event") will not exceed the aggregate 
Gross Revenue (which for the avoidance of any doubt, in respect to QUB, will 
include any royalties received by QUB pursuant to clause 4.2) received by the 
breaching party in the twelve months preceding any Liability Event.
9.4
Subject to Clause 9.5, the liability of either Party to the other for any 
breach of this Agreement, any negligence or arising in any other way out of 
the subject matter of this Agreement will not extend to any indirect and/or 
consequential damages or losses, or any loss of profits, loss of revenue. loss 
of data, loss of contracts or opportunity, whether direct or indirect, even if 
the Party bringing the claim has advised the other of the possibility of those 
losses or if they were within the other Party's contemplation
9.5
Nothing in this Agreement limits or excludes either Party's liability for:
(a)
death or personal injury, or
(b)
any fraud or for any sort of liability that, by law, cannot be limited or 
excluded.
10.
MISCELLANEOUS
10.1
Governing Law
The validity, construction and performance of this Agreement shall be governed 
by the laws of Northern Ireland and the parties submit to the exclusive 
jurisdiction of the courts of Northern Ireland in respect of any dispute that 
may arise in connection with this Agreement.
10.2
Notices, Payments and Other Communications
Any notice or payment under this Agreement shall be sufficiently given if sent 
in writing by first class, certified or registered mail, return receipt 
requested addressed as follows:
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If a notice or payment Is made to the Company
FAO Mr Tom Varvaro
Email: [***]
Address: [***]
If a notice
or
payment is made to QUB
FAO Mr Brian McCaul
Email: [***]
Address: [***]
Any such notice or any document shall be deemed to be received by the 
addressee two working days following the date of despatch of the notice or 
other document by post or, where the notice or other document is sent by 
telex, facsimile or other electronic media, simultaneously with the 
transmission provided that a confirmatory copy of such notice is sent by one 
of the methods referred above. To prove the giving of a notice or other 
document it shall sufficient to show that it (and any confirmation copy 
required pursuant to this clause 10.2) was despatched.
10.3
Entire Agreement and Changes
This Agreement embodies the entire understanding between the Parties relating 
to the subject matter hereof and supersedes all prior understandings and 
agreements, whether written or oral. This Agreement may not be varied except 
by a written document signed by duly authorised representatives of each Party.

10.4
Assignment
The Parties agree not to assign or transfer any interest in this Agreement, 
nor assign any claims for money due or to become due during this Agreement, 
without prior written approval of the other Parties, which shall not be 
unreasonably withheld
10.5
Surviving Provisions
The provisions of Article 1. 2.2, 4, 5, 6, arid 9 shall survive termination of 
this Agreement.
AGREED by and on behalf of both parties through their authorized signatories
For and on behalf of the Company.    For and on behalf of QUB:
Signature
/s/ Troy Phonemas
Signature
/s/ B. McCaul
Name
Troy Phonemas
Name
B. McCaul
Title
COO
Title
Director
Date
10/9/2015
Date

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              Schedule 1: List of Collaborative Research Projects               
                                     [***]                                      



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                           Schedule 2: Schedule of IP                           
                                     [***]                                      


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                  Schedule 3: Materials supplied by ChromaDex                   
                                     [***]                                      

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                                                                    Exhibit 10.7
                             ChromaDex Corporation                              
July 8, 2021
Lisa Hatton Harrington
Newport Coast, CA 92657
Re:     Transition and Separation Agreement
Dear Lisa:
This letter sets forth the substance of the transition and separation 
agreement (the "
Agreement
") that ChromaDex Corporation (the "
Company
") is offering to you to aid in your employment transition.
1.
Separation
. Your last day of work with the Company and your employment separation date 
(the "
Separation Date
") will be August 2, 2021, unless your employment terminates sooner pursuant 
to Section 3(c) below. If termination of employment occurs earlier, the actual 
date of termination shall become the Separation Date for purposes of this 
Agreement.
2.
Accrued Wages
. On the Separation Date, the Company will pay you all accrued salary earned 
through the Separation Date, subject to standard payroll deductions and 
withholdings. You are entitled to this payment by law. Since the Company has a 
nonaccrual PTO policy, you do not have any accrued vacation or other paid time 
off and thus will not be paid out for any accrued vacation or other paid time 
off.
3.
Transition Period.
                                                                              a.
                                                                         Duties.
                                      Between now and the Separation Date (the "
                                                               Transition Period
                                                                             "),
you will remain in your current role and will focus on transitioning out of 
all of your current work assignments and projects. You will be allowed a 
reasonable amount of time to pursue outside professional opportunities and to 
conduct job search efforts, subject to your satisfying and performing all 
transition and other tasks as requested of you by the Company's Chief 
Executive Officer. It is understood that you will be on vacation from July 16, 
2021 through July 25, 2021 and that you will be out for a medical procedure 
from July 28, 2021 through July 30, 2021. You may perform your Transition 
Period duties remotely from your home during the Transition Period or may come 
into the Company office, as requested or approved by the Company's Chief 
Executive Officer (the
"CEO"
). You agree to perform your Transition Period services in good faith and to 
the best of your abilities. During the Transition Period, you must continue to 
comply with all of the Company's policies and procedures and with all of your 
statutory and contractual obligations to the Company, including, without 
limitation, your obligations under your Employee Confidential Information and 
Invention Assignment Agreement (a copy of which is attached hereto as
Exhibit A
), which you acknowledge and agree are contractual commitments that remain 
binding upon you, both during and after the Transition Period.
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                                                                              b.
                                                          Compensation/Benefits.
                                  During the Transition Period, your base salary
will remain the same, and you will continue to be eligible for the Company's 
standard benefits, subject to the terms and conditions applicable to such 
plans and programs. During the Transition Period, your Company stock options 
will continue to vest under the existing terms and conditions set forth in the 
governing plan documents and option agreement.
                                                                              c.
                                                                    Termination.
                        Nothing in this Agreement alters your employment at-will
status. Accordingly, during the Transition Period you may resign your 
employment with or without advance notice and for any reason, and the Company 
may terminate your employment with or without advance notice and with or 
without Cause (as defined in that certain Executive Employment Agreement 
between you and the Company dated as of November 13, 2020 (the "
Prior Agreement
"). If, prior to August 2, 2021, the Company terminates your employment 
without Cause or you resign from your employment, either with or without Good 
Reason (as defined in the Prior Agreement), then you will remain eligible for 
the Severance Benefits (as defined below),
provided that
you have satisfied the Severance Preconditions (as set forth below). If prior 
to August 2, 2021, the Company terminates your employment with Cause, or your 
employment terminates due to your death or Disability (as defined in the Prior 
Agreement) then you will no longer be eligible for participation in any 
Company benefit plans, and you will not be entitled to the Severance Benefits.

4.
Severance Benefits.
If you timely sign this Agreement, allow it to become effective, comply with 
your obligations under this Agreement (including without limitation 
satisfactorily transitioning your duties during the Transition Period, and, on 
or after the Separation Date, timely sign and return the Separation Date 
Release attached hereto as
Exhibit B
, and allow it to become effective (collectively, the "
Severance Preconditions
"), then the Company will provide you with the following severance benefits 
(the "
Severance Benefits
"):
                                                                              a.
                                                              Severance Payment.
                                                                The Company will
                                                pay you, as severance, your base
salary in effect as of the Separation Date for the period beginning on the 
Separation Date until August 2, 2022 (the "
Severance Payment
"). The Severance Payment will be paid to you, subject to standard payroll 
deductions and withholdings, in equal installments on the Company's regular 
payroll schedule beginning after the Effective Date of the Separation Date 
Release.
                                                                              b.
                                                                 Pro-Rata Bonus.
    You will be eligible to receive a pro rata Performance Bonus (as defined in 
      the Prior Agreement) based upon the number of months you were employed in 
     fiscal year 2021 and the achievement of Company and individual performance 
    goals for such year, as determined by the Company's Board of Directors, the 
      Compensation Committee thereof or the CEO, in their sole discretion (the "
                                                                  Pro Rata Bonus
      "). The Pro Rata Bonus, if any, will be paid, subject to standard payroll 
   deductions and withholdings, on the date when such other bonuses are paid to 
          similarly situated executives for the fiscal year, provided that this 
  Agreement and the Separation Date Release have both become effective by their 
                                                                          terms.
                                                                              c.
                                                        Health Insurance; COBRA.
                                       Your participation in the Company's group
health insurance plan will end on the last day of the month in which the 
Separation Date occurs. As an additional severance benefit under this 
Agreement, provided that you satisfy the Severance
253055600 v2
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Page 3
Preconditions set forth above and timely elect continued coverage under COBRA, 
or state continuation coverage (as applicable), under the Company's group 
health plans following such termination, the Company will pay your COBRA 
premiums to continue your coverage (including coverage for your eligible 
dependents, if applicable) ("
COBRA Premiums
") through the period starting on the first of the month immediately following 
the Separation Date and ending twelve (12) months after the Separation 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 you become 
eligible for group health insurance coverage through a new employer or you 
cease to be eligible for COBRA continuation coverage for any reason, including 
plan termination. In the event you become covered under another employer's 
group health plan or otherwise cease to be eligible for COBRA during the COBRA 
Premium Period, you agree to immediately notify the Company of such event. 
Nothing in this Agreement shall deprive you of your rights under COBRA 
(including the right to a COBRA premium subsidy under the American Rescue Plan 
Act of 2021, if applicable) or ERISA for benefits under plans and policies 
arising under your employment by the Company.
                                                                              d.
                                             Stock Options; Equity Acceleration.
                                                   Under the terms of your stock
option agreement and the applicable plan documents, vesting of your stock 
options will cease as of the Separation Date. Your right to exercise any 
vested shares, and all other rights and obligations with respect to your stock 
options(s), will be as set forth in your stock option agreement, grant notice 
and applicable plan documents.
Notwithstanding anything to the contrary set forth in the Company's equity 
incentive plan, any prior equity incentive plans or any grant or award 
agreement, any Company equity awards granted to you that vest solely subject 
to your continued services with the Company shall accelerate vesting on the 
Separation Date in accordance with their applicable vesting schedules as if 
you had provided an additional twelve (12) months of continued services as of 
the Separation Date ("
Equity Acceleration Benefit
"). With the exception of the Equity Acceleration Benefit, vesting of your 
equity awards will cease on the Separation Date and your unvested equity 
awards shall terminate. In addition, you shall have two (2) years following 
the Separation Date to exercise any vested options or stock appreciation 
rights, but no later than ten (10) years from the date of grant or the date 
when the options or stock appreciation rights would otherwise terminate under 
the Company's equity incentive plan other than as a result of termination of 
employment.
5.
No Other Compensation or Benefits.
You acknowledge that, except as expressly provided in this Agreement, you have 
not earned and will not receive from the Company any additional compensation 
(including base salary, bonus, incentive compensation, or equity), severance, 
or benefits before or after the Separation Date, with the exception of any 
vested right you may have under the express terms of a written ERISA-qualified 
benefit plan (e.g., 401(k) account) or any vested options. You further 
acknowledge and agree that the Severance Benefits provided to you in this 
Agreement satisfy any and all obligations of the Company and its respective 
affiliated, related, parent and subsidiary entities to provide you with 
severance benefits or similar amounts in connection with your termination of 
employment, and that this Agreement hereby supersedes and extinguishes any 
severance benefits you are or could be eligible to receive under any 
agreement, plan, or policy, including without limitation, under the Prior 
Agreement.
253055600 v2
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Page 4
6.
Expense Reimbursements.
You agree that, within thirty (30) days after the Separation Date, you will 
submit your final documented expense reimbursement statement reflecting all 
business expenses you incurred through the Separation Date, if any, for which 
you seek reimbursement. The Company will reimburse you for these expenses 
pursuant to its regular business practice.
7.
Return of Company Property
. Within five (5) days after the Separation Date, you agree to return to the 
Company all Company documents (and all copies thereof) and other Company 
property which you have in your possession or control, including, but not 
limited to, Company files, notes, drawings, records, plans, forecasts, 
reports, studies, analyses, proposals, agreements, financial information, 
research and development information, sales and marketing information, 
customer lists, prospect information, pipeline reports, sales reports, 
operational and personnel information, specifications, code, software, 
databases, computer-recorded information, tangible property and equipment 
(including, but not limited to, computers, facsimile machines, mobile 
telephones, servers), credit cards, entry cards, identification badges and 
keys; and any materials of any kind which contain or embody any proprietary or 
confidential information of the Company (and all reproductions thereof in 
whole or in part). You agree that you will make a diligent search to locate 
any such documents, property and information by the close of business on the 
Separation Date. If you have used any personally owned computer, server, or 
e-mail system to receive, store, review, prepare or transmit any Company 
confidential or proprietary data, materials or information, within five (5) 
days after the Separation Date, you shall provide the Company with a 
computer-useable copy of such information and then permanently delete and 
expunge such Company confidential or proprietary information from those 
systems; and you agree to provide the Company access to your system as 
requested to verify that the necessary copying and/or deletion is done.

Your timely compliance with this paragraph is a condition to your receipt of 
the Severance Benefits provided under this Agreement.
8.
Confidentiality
. The provisions of this Agreement will be held in strictest confidence by you 
and will not be publicized or disclosed by you in any manner whatsoever;
provided, however,
that: (a) you may disclose this Agreement in confidence to your immediate 
family and to your attorneys, accountants, tax preparers and financial 
advisors; and (b) you may disclose this Agreement insofar as such disclosure 
may be necessary to enforce its terms or as otherwise required by law. In 
particular, and without limitation, you agree not to disclose the terms of 
this Agreement to any current or former Company employee or independent 
contractor.
9.
Mutual Non-Disparagement.
You agree not to disparage the Company, its officers, directors, employees, 
shareholders, parents, subsidiaries, affiliates, and agents, in any manner 
likely to be harmful to its or their business, business reputation, or 
personal reputation; provided that you may respond accurately and fully to any 
question, inquiry, or request for information if required by legal process or 
in connection with a government investigation. In addition, nothing in this 
provision or this Agreement is intended to prohibit or restrain you in any 
manner from making disclosures that are protected under the whistleblower 
provisions of federal or state law or regulation or under other applicable law 
or regulation, nor prevent you from disclosing information about unlawful acts 
in the workplace, including, but not limited to, sexual harassment. The 
Company agrees to instruct its current executive officers and members of the

253055600 v2
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Page 5
Company's Board of Directors (the "
Non-Disparagement Parties
") not to disparage you in any manner likely to be harmful to your business 
reputation or personal reputation; provided that the Non-Disparagement Parties 
may respond accurately and fully to any question, inquiry or request for 
information when required or permitted by legal process. You understand that 
the obligations under this Section extend only to the Company's current 
executive officers, members of its Board of Directors and only for so long as 
they are employees or Directors of the Company.
10.
No Voluntary Adverse Action
.
You agree that you will not voluntarily (except in response to legal 
compulsion or as permitted under the Protected Activities section below) 
assist any person in bringing or pursuing any proposed or pending litigation, 
arbitration, administrative claim or other formal proceeding against the 
Company, its parent or subsidiary entities, affiliates, officers, directors, 
employees or agents.
11.
Cooperation.
You agree to cooperate fully with the Company in connection with its actual or 
contemplated defense, prosecution, or investigation of any claims or demands 
by or against third parties, or other matters arising from events, acts, or 
failures to act that occurred during the period of your employment by the 
Company. Such cooperation includes, without limitation, making yourself 
available to the Company upon reasonable notice, without subpoena, to provide 
complete, truthful and accurate information in witness interviews, 
depositions, and trial testimony. The Company will reimburse you for 
reasonable out-of-pocket expenses you incur in connection with any such 
cooperation (excluding foregone wages) and will make reasonable efforts to 
accommodate your scheduling needs.
12.
No Admissions.
You understand and agree that the promises and payments in consideration of 
this Agreement shall not be construed to be an admission of any liability or 
obligation by the Company to you or to any other person, and that the Company 
makes no such admission.
13.
Release of Claims.
In exchange for the consideration provided to you under this Agreement to 
which you would not otherwise be entitled, you hereby generally and completely 
release the Company, and its affiliated, related, parent and subsidiary 
entities, and its and their current and former directors, officers, employees, 
shareholders, partners, agents, attorneys, predecessors, successors, insurers, 
affiliates, and assigns from any and all claims, liabilities, demands, causes 
of action, and obligations, both known and unknown, that arise out of or are 
in any way related to events, acts, conduct, or omissions occurring at any 
time prior to and including the date you sign this Agreement. This general 
release includes, but is not limited to: (a) all claims arising out of or in 
any way related to your employment with the Company or the termination of that 
employment; (b) all claims related to your compensation or benefits from the 
Company, including salary, bonuses, commissions, vacation pay, expense 
reimbursements, severance pay, fringe benefits, stock, stock options, or any 
other ownership, equity, or profits interests in the Company; (c) all claims 
for breach of contract, wrongful termination, and breach of the implied 
covenant of good faith and fair dealing; (d) all tort claims, including claims 
for fraud, defamation, emotional distress, and discharge in violation of 
public policy; and (e) all federal, state, and local statutory claims, 
including claims for discrimination, harassment, retaliation, attorneys' fees, 
or other claims arising under the federal Civil Rights Act of 1964 (as
253055600 v2
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Page 6
amended), the federal Americans with Disabilities Act of 1990, the California 
Labor Code (as amended), the California Family Rights Act, and the Age 
Discrimination in Employment Act ("
ADEA
").
Notwithstanding the foregoing, you are not releasing the Company hereby from 
any rights you have under this Agreement or any obligation to indemnify you 
pursuant to the Articles and Bylaws of the Company, any valid fully executed 
indemnification agreement with the Company, applicable law, or applicable 
directors and officers liability insurance. Also, excluded from this Agreement 
are any claims that cannot be waived by law, including without limitation 
claims under the California Fair Employment and Housing Act, to the extent 
such claims are not waivable as a matter of law with this release.
14.
ADEA Waiver.
You acknowledge that you are knowingly and voluntarily waiving and releasing 
any rights you have under the ADEA, and that the consideration given for the 
waiver and releases you have given in this Agreement is in addition to 
anything of value to which you were already entitled. You further acknowledge 
that you have been advised, as required by the ADEA, that: (a) your waiver and 
release does not apply to any rights or claims that arise after the date you 
sign this Agreement; (b) you should consult with an attorney prior to signing 
this Agreement (although you may choose voluntarily not to do so); (c) you 
have twentyone (21) days to consider this Agreement (although you may choose 
voluntarily to sign it sooner); (d) you have seven (7) days following the date 
you sign this Agreement to revoke this Agreement (in a written revocation sent 
to the Company); and (e) this Agreement will not be effective until the date 
upon which the revocation period has expired, which will be the eighth day 
after you sign this Agreement provided that you do not revoke it (the "
Effective Date
").
15.
Section 1542 Waiver.
In giving the release herein, which includes claims which may be unknown to 
you at present, you acknowledge that you have read and understand Section 1542 
of the California Civil Code, which reads as follows:
    "A general release does not extend to claims that the creditor or releasing 
     party does not know or suspect to exist in his or her favor at the time of 
  executing the release and that, if known by him or her, would have materially 
              affected his or her settlement with the debtor or released party."
You hereby expressly waive and relinquish all rights and benefits under that 
section and any law of any other jurisdiction of similar effect with respect 
to your release of claims herein, including but not limited to your release of 
unknown claims.
16.
Protected Rights.
You understand that nothing in this Agreement limits your ability to file a 
charge or complaint with the Equal Employment Opportunity Commission, the 
Department of Labor, the National Labor Relations Board, the Occupational 
Safety and Health Administration, the California Department of Fair Employment 
and Housing, the Securities and Exchange Commission or any other federal, 
state or local governmental agency or commission ("
Government Agencies
"). You further understand this Agreement does not limit your ability to 
communicate with any Government Agencies or otherwise participate in any 
investigation or proceeding that may be conducted by any Government Agency, 
including providing documents or other information, without notice to the 
Company. While this Agreement does not limit your
253055600 v2
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Page 7
right to receive an award for information provided to the Securities and 
Exchange Commission, you understand and agree that, to maximum extent 
permitted by law, you are otherwise waiving any and all rights you may have to 
individual relief based on any claims that you have released and any rights 
you have waived by signing this Agreement.
17.
Representations.
You hereby represent that you have been paid all compensation owed and for all 
hours worked through the date you sign this Agreement, have received all the 
leave and leave benefits and protections for which you are eligible pursuant 
to the Family and Medical Leave Act, the California Family Rights Act, or 
otherwise, and have not suffered any on-the-job injury for which you have not 
already filed a workers' compensation claim.
18.
Miscellaneous.
This Agreement, including its Exhibits, constitutes the complete, final and 
exclusive embodiment of the entire agreement between you and the Company with 
regard to its subject matter. It is entered into without reliance on any 
promise or representation, written or oral, other than those expressly 
contained herein, and it supersedes any other such promises, warranties or 
representations. This Agreement may not be modified or amended except in a 
writing signed by both you and a duly authorized officer of the Company. This 
Agreement will bind the heirs, personal representatives, successors and 
assigns of both you and the Company, and inure to the benefit of both you and 
the Company, their heirs, successors and assigns. If any provision of this 
Agreement is determined to be invalid or unenforceable, in whole or in part, 
this determination will not affect any other provision of this Agreement and 
the provision in question will be modified by the court so as to be rendered 
enforceable to the fullest extent permitted by law, consistent with the intent 
of the parties. This Agreement will be deemed to have been entered into and 
will be construed and enforced in accordance with the laws of the State of 
California without regard to conflict of laws principles. Any ambiguity in 
this Agreement shall not be construed against either party as the drafter. Any 
waiver of a breach of this Agreement shall be in writing and shall not be 
deemed to be a waiver of any successive breach. This Agreement may be executed 
in counterparts and facsimile signatures will suffice as original signatures.
If this Agreement is acceptable to you, please sign below and return the 
original to me. You have twenty-one (21) calendar days to decide whether you 
would like to accept this Agreement, and the Company's offer contained herein 
will automatically expire if you do not sign and return it within this 
timeframe.

253055600 v2
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Page 8
We wish you the best in your future endeavors.
Sincerely,
By:
/s/ Robert Fried
Robert Fried
Chief Executive Officer
I
HAVE READ
,
UNDERSTAND AND AGREE FULLY TO THE FOREGOING
A
GREEMENT
:

                                                                             By:
                                                             /s/ Lisa Harrington
Lisa Hatton Harrington
Date:
July 8, 2021
253055600 v2

                                                                    EXHIBIT 31.1
                  Certification of the Chief Executive Officer                  
                                  Pursuant to                                   
  Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as   
                                    amended,                                    
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
I, Robert N. Fried, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q 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 the 
statements 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 
the financial 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 in 
Exchange 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)) 
for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others within 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 under our 
supervision, to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external 
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 the 
effectiveness 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 most recent fiscal 
quarter (the registrant's fourth fiscal quarter in the case of an annual 
report) that has materially affected, or is reasonably likely to materially 
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, to 
the 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 are reasonably 
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 internal control 
over financial reporting.

                                              
                                              
Date: May 12, 2022   /s/ ROBERT N. FRIED      
                     Robert N. Fried          
                     Chief Executive Officer  




                                                                    EXHIBIT 31.2
                  Certification of the Chief Financial Officer                  
                                  Pursuant to                                   
  Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as   
                                    amended,                                    
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
I, Kevin M. Farr, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q 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 the 
statements 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 
the financial 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 in 
Exchange 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)) 
for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others within 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 under our 
supervision, to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external 
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 the 
effectiveness 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 most recent fiscal 
quarter (the registrant's fourth fiscal quarter in the case of an annual 
report) that has materially affected, or is reasonably likely to materially 
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, to 
the 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 are reasonably 
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 internal control 
over financial reporting.

                                              
                                              
Date: May 12, 2022   /s/ KEVIN M. FARR        
                     Kevin M. Farr            
                     Chief Financial Officer  




                                                                    EXHIBIT 32.1
                Certification 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 Quarterly Report of ChromaDex Corporation (the 
"Company") on Form 10-Q for the quarter ended March 31, 2022 as filed with the 
Securities and Exchange Commission on the date hereof (the "Report"), we, 
Robert N. Fried, Chief Executive Officer of the Company, and Kevin M. Farr, 
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. (s) 
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 
that, to our knowledge:
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of 
the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material 
respects, the financial condition and results of operations of the Company.


                                              
                                              
Date: May 12, 2022   /s/ ROBERT N. FRIED      
                     Robert N. Fried          
                     Chief Executive Officer  
                                              
                     /s/ KEVIN M. FARR        
                     Kevin M. Farr            
                     Chief Financial Officer  

The foregoing certification is being furnished solely pursuant to 18 U.S.C. 
Section 1350 and is not being filed as part of the Report or as a separate 
disclosure document.

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