10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2013

Commission File Number: 000-53290

CHROMADEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-2940963 (I.R.S. Employer Identification No.)
10005 Muirlands Blvd. Suite G, Irvine, California (Address of Principal Executive Offices)	92618 (Zip Code)

Registrant's telephone number, including area code: (949) 419-0288

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 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.  Yes [X]    No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes [X]    No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[   ]	Accelerated filer	[   ]
Non-accelerated filer	[   ]	Smaller reporting company	[X]

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]    No [X]

Number of shares of common stock of the registrant: 99,072,166 outstanding as of May 9, 2013.

CHROMADEX CORPORATION

2013 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

			Page
PART I  –	FINANCIAL INFORMATION (UNAUDITED)
	ITEM 1.  FINANCIAL STATEMENTS:		1
		CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 30, 2013 AND DECEMBER 29, 2012 (UNAUDITED)	1
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 30, 2013 AND MARCH 31, 2012 (UNAUDITED)	2
		CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY FOR THE THREE MONTHS ENDED MARCH 30, 2013 (UNAUDITED)	3
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 30, 2013 AND MARCH 31, 2012 (UNAUDITED)	4
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5
	ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		15
	ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		20
	ITEM 4.  CONTROLS AND PROCEDURES		20
PART II  –	OTHER INFORMATION
	ITEM 1.  LEGAL PROCEEDINGS		21
	ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		21
	ITEM 3.  DEFAULTS UPON SENIOR SECURITIES		21
	ITEM 4.  MINE SAFETY DISCLOSURES		21
	ITEM 5.  OTHER INFORMATION		21
	ITEM 6.  EXHIBITS		22
		SIGNATURES

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PART I – FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS

ChromaDex Corporation and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

March 30, 2013 and December 29, 2012

	March 30, 2013			December 29, 2012
Assets
Current Assets
Cash	$	966,576		$	520,000
Trade receivables, less allowance for doubtful accounts and returns March 30, 2013 $18,000; December 29, 2012 $450,000		986,370			1,940,539
Non-trade receivable		500,000			-
Note receivable, current		1,210,407			-
Inventories		1,573,452			5,205,304
Prepaid expenses and other assets		453,198			261,297
Total current assets		5,690,003			7,927,140
Leasehold Improvements and Equipment, net		980,792			936,426
Other Noncurrent Assets
Deposits		35,424			34,773
Note receivable, less current		1,161,162			-
Long-term equity investment		2,678,832			-
Intangible assets, net		171,218			136,182
Total other noncurrent assets		4,046,636			170,955
Total assets	$	10,717,431		$	9,034,521
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	2,376,208		$	3,428,233
Accrued expenses		789,408			876,158
Current maturities of capital lease obligations		98,841			77,259
Customer deposits and other		314,468			310,267
Deferred rent, current		66,772			71,042
Total current liabilities		3,645,697			4,762,959
Capital lease obligations, less current maturities		218,952			148,374
Deferred rent, less current		118,508			129,859
Stockholders' Equity
Common stock, $.001 par value; authorized 150,000,000 shares; issued and outstanding March 30, 2013 96,007,883 and December 29, 2012 92,140,062 shares		96,008			92,140
Additional paid-in capital		34,886,353			33,617,801
Accumulated deficit		(28,248,087	)		(29,716,612	)
Total stockholders' equity		6,734,274			3,993,329
Total liabilities and stockholders' equity	$	10,717,431		$	9,034,521

See Notes to Consolidated Financial Statements.

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ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

For the Three Month Periods Ended March 30, 2013 and March 31, 2012

	March 30, 2013			March 31, 2012
Sales	$	2,334,566		$	1,785,006
Cost of sales		1,661,726			2,389,220
Gross profit (loss)		672,840			(604,214	)
Operating expenses:
Sales and marketing		729,424			1,858,662
General and administrative		1,359,901			1,961,912
Gain on sale of assets (Note 3)		(2,891,917	)		-
Operating expenses		(802,592	)		3,820,574
Operating income (loss)		1,475,432			(4,424,788	)
Nonoperating income (expense):
Interest income		884			1,199
Interest expense		(7,791	)		(8,264	)
Nonoperating expenses		(6,907	)		(7,065	)
Net income (loss)	$	1,468,525		$	(4,431,853	)
Basic net income (loss) per common share	$	0.02		$	(0.05	)
Diluted net income (loss) per common share	$	0.01		$	(0.05	)
Basic weighted average common shares outstanding		94,626,120			84,706,196
Diluted weighted average common shares outstanding		97,924,457			84,706,196

See Notes to Consolidated Financial Statements.

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ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statement of Stockholders' Equity (Unaudited)

Three Months Ended March 30, 2013

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity
Balance, December 29, 2012		92,140,062	$	92,140	$	33,617,801	$	(29,716,612	)	$	3,993,329
Exercise of stock options		13,538		14		6,755		-			6,769
Exercise of warrants		3,414,283		3,414		713,585		-			716,999
Share-based compensation		440,000		440		548,212		-			548,652
Net income		-		-		-		1,468,525			1,468,525
Balance, March 30, 2013		96,007,883	$	96,008	$	34,886,353	$	(28,248,087	)	$	6,734,274

See Notes to Consolidated Financial Statements.

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ChromaDex Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Three Month Periods Ended March 30, 2013 and March 31, 2012

	March 30, 2013			March 31, 2012
Cash Flows From Operating Activities
Net income (loss)	$	1,468,525		$	(4,431,853	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation of leasehold improvements and equipment		79,184			85,422
Amortization of intangibles		4,964			3,391
Share-based compensation expense		351,590			65,987
Gain on sale of assets		(2,891,917	)		-
Loss from disposal of equipment		-			1,879
Interest added to note receivable		(680	)		-
Changes in operating assets and liabilities:
Trade receivables		971,153			(676,991	)
Inventories		164,322			(1,145,295	)
Prepaid expenses and other assets		(86,181	)		519,481
Accounts payable		(683,152	)		816,215
Accrued expenses		(72,190	)		101,229
Customer deposits and other		4,201			20,109
Deferred rent		(15,621	)		(15,811	)
Net cash used in operating activities		(705,802	)		(4,656,237	)
Cash Flows From Investing Activities
Purchases of leasehold improvements and equipment		(7,428	)		(4,714	)
Purchase of intangible assets		(40,000	)		(2,000	)
Proceeds from sale of assets		500,000			-
Net cash provided by (used in) investing activities		452,572			(6,714	)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net of issuance costs		-			10,070,238
Proceeds from exercise of stock options		6,769			-
Proceeds from exercise of warrants		716,999			-
Principal payments on capital leases		(23,962	)		(22,260	)
Net cash provided by financing activities		699,806			10,047,978
Net increase in cash		446,576			5,385,027
Cash Beginning of Period		520,000			420,152
Cash Ending of Period	$	966,576		$	5,805,179
Supplemental Disclosures of Cash Flow Information
Cash payments for interest	$	7,791		$	8,264
Supplemental Schedule of Noncash Investing Activity
Capital lease obligation incurred for the purchase of equipment	$	116,122		$	50,786
Supplemental Schedule of Noncash Share-based Compensation
Stock awards issued for services prior to the period	$	14,560		$	-
Changes in stock and warrant awards issued for future services	$	182,502		$	-
Supplemental Schedule of Noncash Activities Related to
Sale of BluScience Consumer Product Line
Assets transferred	$	3,526,677		$	-
Liabilities transferred	$	368,873		$	-
Consideration received, net of $500,000 cash proceeds	$	5,549,721		$	-

See Notes to Consolidated Financial Statements.

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Note 1. Interim Financial Statements

The accompanying financial statements of ChromaDex Corporation (the “Company”) and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc. and Spherix Consulting, Inc. include all adjustments, consisting of normal recurring adjustments and accruals, that, in the opinion of the management of the Company, are necessary for a fair presentation of our financial position as of March 30, 2013 and results of operations and cash flows for the three months ended March 30, 2013 and March 31, 2012. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 29, 2012 appearing in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2013. Operating results for the three months ended March 30, 2013 are not necessarily indicative of the results to be achieved for the full year ending on December 28, 2013.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

The balance sheet at December 29, 2012 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

Note 2. Nature of Business and Significant Accounting Policies

Nature of business:  The Company is a natural products company that provides proprietary, science-based solutions and ingredients to the dietary supplement, food and beverage, animal health, cosmetic and pharmaceutical industries. The Company supplies ingredients, phytochemical reference standards and related phytochemical products and services. On December 3, 2012, the Company acquired Spherix Consulting, Inc. (“Spherix”), which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks.  The Company provides these products and services at various terms.

Basis of presentation:  The financial statements and accompanying notes 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. The Company's fiscal year ends on the Saturday closest to December 31, and the Company’s normal fiscal quarters end on the Saturday 13 weeks after the last fiscal year end or fiscal quarter end.  Every fifth or sixth fiscal year, the inclusion of an extra week occurs due to the Company’s floating year-end date.  The fiscal year 2014 will include 53 weeks instead of the normal 52 weeks.

Trade accounts receivable:  Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on monthly and quarterly reviews of all outstanding amounts.  Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.  The allowances for doubtful accounts for the periods ended March 30, 2013 and December 29, 2012 were $18,000 and $450,000, respectively.  Of the allowance amount of $450,000 for the period ended December 29, 2012, $433,000 represents a hold on the receivables placed by a retailer that carried our BluScience retail consumer line.  The hold was placed by the retailer as an offset in the event of future returns of our products and the hold was treated as a reduction of revenue. On March 28, 2013, we sold the BluScience retail consumer line to NeutriSci International Inc. (“NeutriSci”) and the related trade accounts receivable including the allowance have been transferred to NeutriSci. Trade accounts receivable are written off when deemed uncollectible.  Recoveries of trade accounts receivable previously written off are recorded when received.

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Inventories:  Inventories are comprised of raw materials, work-in-process and finished goods.  They are stated at the lower of cost, determined by the first-in, first-out method (FIFO) method, or market.  The inventory on the balance sheet is recorded net of valuation allowances of $217,000 and $366,000 for the periods ended March 30, 2013 and December 29, 2012, respectively.  Labor and overhead has been added to inventory that was manufactured or characterized by the Company.  On March 28, 2013, the Company sold the BluScience retail consumer line to NeutriSci and related dietary supplements inventory have been transferred to NeutriSci.  The amounts of major classes of inventory as of March 30, 2013 and December 29, 2012 are as follows:

	March 30, 2013		December 29, 2012
Reference standards	$	1,598,277	$	1,614,755
Bulk ingredients		192,175		432,230
Dietary supplements – raw materials		-		401,809
Dietary supplements – work in process		-		465,253
Dietary supplements – finished goods		-		2,657,257
		1,790,452		5,571,304
Less valuation allowance		217,000		366,000
	$	1,573,452	$	5,205,304

Earnings per share: Potentially dilutive common shares consist of the incremental common shares issuable upon the exercise of common stock options and warrants for all periods.   For the three-month period ended March 31, 2012, the basic and diluted shares reported are equal because the common share equivalents are anti-dilutive due to the net loss. Below is a tabulation of the potentially dilutive securities that were “in the money” for the three- month periods ended March 30, 2013 and March 31, 2012.

	Three Months Ended
	March 30, 2013		March 31, 2012
Basic weighted average common shares outstanding		94,626,120		84,706,196
Warrants and options in the money, net		3,298,337		6,583,163
Weighted average common shares outstanding assuming dilution		97,924,457		91,289,359

Total warrants and options that were not “in the money” at March 30, 2013 and March 31, 2012 were 12,338,106 and 18,579,518, respectively.

Note 3.  Gain on sale of assets

On March 28, 2013, we entered into an asset purchase and sale agreement with NeutriSci and consummated the sale of BluScience consumer product line to NeutriSci.  The total sale transaction value is estimated at approximately $6.0 million and consists of following: (a) a $250,000 cash payment, which NeutriSci paid as a deposit in February 2013; (b) an additional $250,000 cash payment, which was paid at the closing of the sale;  (c) an additional cash payment of $500,000 due no later than 60 days after the closing of the sale; (d) $2,500,000 senior convertible secured note (convertible into 625,000 shares Series I Preferred Stock as described below) payable in quarterly installments of $416,667 beginning August 15, 2013; and (e) 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of the NeutriSci shares at a deemed price for each Class A common share of $1.00 per share.  The transaction documents contain certain equity blockers that preclude our ownership in NeutriSci in excess of 9.99% and 19% without obtaining a waiver from NeutriSci.  We will continue to generate revenue through a royalty on 6% of future net sales of BluScience products as well as a supply agreement with NeutriSci for our patented pTeroPure pterostilbene. The Company does not yet have enough information to make a determination if the equity method accounting will apply to the equity investment in NeutriSci. For the period ended March 30, 2013 the Company held this investment for only 3 days and, as such, the amount of any impact if the Company determines that the equity method should be applied on the financials for the period ended March 30, 2013, is immaterial.

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The cash payment of $500,000 that is due no later than 60 days after the closing of the sale is reflected as non-trade receivable in our consolidated balance sheet as of March 30, 2013.  The 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci is reflected as long-term equity investment in our consolidated balance sheet as of March 30, 2013.

The gain on sale of assets is recognized since the consideration we received from the sale is more than the carrying amount of transferred assets and liabilities.  Below are details on assets and liabilities transferred and the consideration we received:

	March 28, 2013
Assets transferred
Trade receivables, less allowance for returns	$	(16,984	)
Inventories		3,467,530
Prepaid expenses and other assets		76,131
Total assets transferred		3,526,677
Liabilities transferred
Accounts payable		368,873
Total liabilities transferred		368,873
Total net assets transferred	$	3,157,804
Consideration received
Cash	$	500,000
Non-trade receivable		500,000
Note receivable (See Note 4)		2,370,889
Long-term equity investment		2,678,832
Total consideration received	$	6,049,721
Difference recognized as gain on sale	$	2,891,917

Note 4.  Note Receivable

On March 28, 2013, we entered into an asset purchase and sale agreement with NeutriSci and consummated the sale of BluScience consumer product line to NeutriSci.  As part of the sale transaction, NeutriSci issued to us a  $2,500,000 senior convertible secured note, which will be payable by NeutriSci in 6 installments of $416,667 on following dates: August 15, 2013, November 15, 2013, February 15, 2014, May 15, 2014, August 15, 2014 and November 15, 2014.  This note was discounted based on interest rates of 5.25% ~ 5.50% for a discount of $129,111 and the note was recorded at a discounted value of $2,370,889, which approximates fair value.  As of March 30, 2013, the book value of the note was $2,371,569 with a recognized interest receivable of $680. As of March 30, 2013, the current portion of note receivable with payments due in one year or less was $1,210,407 and the long-term portion of note receivable with payments due in more than one year was $1,161,162.

In the event of default, the note can be convertible into Series I Preferred Shares of NeutriSci at the option of ChromaDex.  Each Series I Preferred Share can be convertible into 4 Class A common shares of NeutriSci.  The conversion price will be (a) $4.00 per Series I Preferred Share prior to a Public Offering (as defined in the note); or (b) the closing price of Series I Preferred Share or four times the closing price of Class A common share on a stock exchange immediately prior to the conversion date.

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Note 5.  Leasehold Improvements and Equipment

Leasehold improvements and equipment consisted of the following:

	March 30, 2013		December 29, 2012
Laboratory equipment	$	2,563,238	$	2,439,688
Leasehold improvements		403,971		403,971
Computer equipment		363,739		363,739
Furniture and fixtures		18,313		18,313
Office equipment		7,877		7,877
Construction in progress		106,080		106,080
		3,463,218		3,339,668
Less accumulated depreciation		2,482,426		2,403,242
	$	980,792	$	936,426

Note 6.  Employee Share-Based Compensation

Stock Option Plans

At the discretion of the Company’s compensation committee (the “Compensation Committee”), and with the approval of the Company’s board of directors (the “Board of Directors”), the Company may grant options to purchase the Company’s common stock to certain individuals from time to time. Management and the Compensation Committee determine the terms of awards which include the exercise price, vesting conditions and expiration dates at the time of grant. Expiration dates for stock options are not to exceed 10 years from their date of issuance. The Company, under its Second Amended and Restated 2007 Equity Incentive Plan, is authorized to issue stock options that total no more than 20% of the shares of common stock issued and outstanding, as determined on a fully diluted basis.  Beginning in 2007, stock options were no longer issuable under the Company’s 2000 Non-Qualified Incentive Stock Plan.  The remaining amount available for issuance under the Second Amended and Restated 2007 Equity Incentive Plan totaled 6,232,513 at March 30, 2013. The stock option awards generally vest ratably over a four-year period following grant date after a passage of time.  However, some stock option awards are performance based and vest based on the achievement of certain criteria established by the Compensation Committee, subject to approval by the Board of Directors.

The fair value of the Company’s stock options was estimated at the date of grant using the Black-Scholes based option valuation model.  The table below outlines the weighted average assumptions for options granted to employees during the three months ended March 30, 2013.

Three Months Ended March 30, 2013
Volatility		32.64	%
Expected dividends		0.00	%
Expected term	6.1 years
Risk-free rate		1.13	%

The Company calculated expected volatility from the volatility of publicly held companies in similar industries, as the historical volatility of the Company’s common stock does not cover the period equal to the expected life of the options.  The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock.  The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining term.  The expected term of the options represents the estimated period of time until exercise and is based on historical experience of awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior.  The estimation process for the fair value of performance based stock options was the same as for service period based options.

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1) Service Period Based Stock Options

The majority of options granted by the Company are comprised of service based options granted to employees.  These options vest ratably over a definedperiod following grant date after a passage of a service period.

The following table summarizes service period based stock options activity at March 30, 2013 and changes duringthe three months then ended:

				Weighted Average
						Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 29, 2012		12,202,558		$	1.08
Options Granted		230,000			0.63
Options Exercised		(13,538	)		0.50
Options Expired		(75,000	)		0.50
Options Forfeited		(112,530	)		1.37
Outstanding at March 30, 2013		12,231,490		$	1.08		8.09	$	217,915
Exercisable at March 30, 2013		5,096,949		$	1.26		6.41	$	113,085

The aggregate intrinsic values in the tableabove are before income taxes, based on the Company’s closing stock price of $0.71 on the last day of business for the period ended March 30, 2013.  The weighted average fair value of options granted during the three months ended March 30, 2013 and March 31, 2012 was $0.22 and $0.31 respectively.  The aggregate intrinsic value for options exercised during the three months ended March 30, 2013 was $2,437.  There were no options exercised during the three months ended March 31, 2012.

2) Performance Based Stock Options

The Company also grants stock option awards that are performance based and vest based on the achievement of certain criteria established from time to time by the Compensation Committee.  If these performance criteria are not met, the compensation expenses are not recognized and the expenses that have been recognized will be reversed.

The following table summarizes performance based stock options activity at March 30, 2013 and changes during the three months then ended:

				Weighted Average
						Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 29, 2012		145,834		$	1.59
Options Granted		200,000			0.63
Options Exercised		-			-
Options Expired		-			-
Options Forfeited		(45,834	)		1.59
Outstanding at March 30, 2013		300,000		$	0.95		9.25	$	16,000
Exercisable at March 30, 2013		45,834		$	1.59		8.10	$	-

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The aggregate intrinsic value in the tableabove are before income taxes, based on the Company’s closing stock price of $0.71 on the last day of business for the period ended March 30, 2013.  The weighted average fair value of options granted during the three months ended March 30, 2013 was $0.22.  We did not grant any performance based stock options during the three months ended March 31, 2012.

As of March 30, 2013, there was $2,201,293 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans for employee stock options. That cost is expected to be recognized over a weighted average period of 2.39 years as of March 30, 2013.  The realized tax benefit from stock options for the three months ended March 30, 2013, and March 31, 2012 was $0, based on the Company’s full valuation allowance against its deferred tax assets.

Restricted Stock

Restricted stock awards granted by the Company to employees have vesting conditions that are unique to each award.

The following table summarizes activity of restricted stock awards granted to employees at March 30, 2013 and changes during the three months then ended:

			Weighted Average
			Award-Date
	Shares		Fair Value
Unvested shares at December 29, 2012		500,000	$	0.69
Granted		-		-
Vested		-		-
Forfeited		-		-
Unvested shares at March 30, 2013		500,000	$	0.69
Expected to Vest as of March 30, 2013		500,000	$	0.69

As of March 30, 2013, the Company did not have any unrecognized compensation expense related to restricted stock awards to employees.

For employee share-based compensation, the Company recognized share-based compensation expense of $286,534 in general and administrative expenses in the statement of operations for the three months ended March 30, 2013.  The Company recognized income of $296,135 in share-based compensation for the comparable period in 2012.  The income amount is a result of certain expenses that were reversed due to the forfeiture of certain stock options and restricted stock.

Note 7.  Non-Employee Share-Based Compensation

Stock Option Plans

At the discretion of management, working with the Compensation Committee, and with approval of the Board of Directors, the Company may grant options to purchase the Company’s common stock to certain individuals from time to time who are not employees of the Company.  These options are granted under the Second Amended and Restated 2007 Equity Incentive Plan of the Company and are granted on the same terms as those being issued to employees.  Stock options granted to non-employees are accounted for using the fair value approach.  The fair value of non-employee option grants are estimated using the Black-Scholes option-pricing model and are re-measured over the vesting term until earned.  The estimated fair value is expensed over the applicable service period.

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The following table summarizes activity of stock options granted to non-employees at March 30, 2013 and changes during the three months then ended:

			Weighted Average
					Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Outstanding at December 29, 2012		1,097,300	$	1.23
Options Granted		-		-
Options Exercised		-		-
Options Forfeited		-		-
Outstanding at March 30, 2013		1,097,300	$	1.23		5.01	$	59,200
Exercisable at March 30, 2013		1,096,675	$	1.23		5.01	$	59,069

The aggregate intrinsic values in the table above are before income taxes, based on the Company’s closing stock price of $0.71 on the last day of business for the period ended March 30, 2013.

As of March 30, 2013, there was $219 of total unrecognized compensation expense related to unvested share-based compensation arrangements granted to non-employees. That cost is expected to be recognized over a weighted average period of 1.4 months as of March 30, 2013.

Stock Awards

From time to time, the Company awards shares of its common stock to non-employees for services provided or to be provided.  If the fair value of services received is more reliably measurable than the fair value of the stock awarded, the fair value of the services received is used to measure the award.  In contrast, if the fair value of the stock issued is more reliably measurable, than the fair value of services received, the award is measured based on the fair value of the stock awarded.  Since these stock awards are fully vested and non-forfeitable, upon issuance the measurement date for the award is usually reached on the date of the award.  The measured fair value of the award is amortized over the period the service is provided.

During the three months ended March 30, 2013, the Company awarded an aggregate of 440,000 shares of the Company’s common stock to non-employees.  The fair values of the awards were based on the trading price of the Company’s stock on the date of issuance. The expense the Company recognized for stock awards was $62,178 for the three months ended March 30, 2013.  As of March 30, 2013, there was $204,746 of total unrecognized compensation expense related to stock awarded to the non-employees.  During the three months ended March 31, 2012, the Company awarded an aggregate of 189,557 shares and recognized a total expense of $126,916.

Warrant Awards

During the three months ended March 30, 2013, the Company recognized an expense of $2,760 for the warrants that were previously awarded during the year ended December 29, 2012.  The Company did not award any new warrants during the three months ended March 30, 2013.  As of March 30, 2013, there was $1,334 of total unrecognized compensation expense related to warrants awarded to the non-employee.

For non-employee share-based compensation, the Company recognized share-based compensation expense of $65,056 in general and administrative expenses in the statement of operations for the three months ended March 30, 2013. The Company recognized $362,122 in share-based compensation expense for the three months ended March 31, 2012.

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Note 8.  Warrants

During the three months ended March 30, 2013, 3,414,283 warrants with an exercise price of $0.21 per share were exercised and the Company received proceeds of $716,999 from exercise of these warrants.  These warrants were issued during the year ended January 1, 2011 pursuant to a subscription agreement entered into by the holders of such warrants and the Company on April 22, 2010.

In addition, during the three months ended March 30, 2013, 781,236 warrants issued during the year 2008 with an exercise price of $3.00 per share expired.

At March 30, 2013, the following warrants were outstanding and exercisable:

Warrants granted in connection with :	Weighted Average Exercise Prices		Number Outstanding And Exercisable At March 30, 2013		Weighted Average Remaining Contractual Life
2008 Private placement equity offering	$	3.00		937,114	2.1 months
2010 Private placement equity offering	$	0.21		4,389,281	1.7 months
2012 Placement agent commission	$	0.85		285,000	16.1 months
2012 Non-employee award	$	0.75		250,000	16.3 months
	$	0.71		5,861,395	3.1 months

Note 9.  Business Segmentation

Since the year ended December 29, 2012, the Company has generated considerable revenue from its recently acquired subsidiary, Spherix, which provides scientific and regulatory consulting.  As a result, the Company began segregating its financial results for Spherix, and has following three reportable segments.

· Core standards, contract services and ingredients segment includes supply of phytochemical reference standards, which are small quantities of plant-based compounds typically used to research an array of potential attributes, and reference materials, related contract services, and proprietary ingredients.

· Retail dietary supplement products segment which consist of the supply of the BluScience line of dietary supplement products containing our proprietary ingredients to various retail distribution channels.

· Scientific and regulatory consulting segment which consist of providing scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks.

The “Other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are no intersegment sales that require elimination.  The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment.

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	Core Standards, Contract Services			Retail Dietary			Scientific and Regulatory
Three months ended March 30, 2013	and Ingredients segment			Supplement Products segment			Consulting segment			Other			Total
Gross Sales	$	2,177,355		$	557,111		$	245,786		$	-		$	2,980,252
Discounts and returns		(25,842	)		(617,396	)		(2,448	)		-			(645,686	)
Net sales		2,151,513			(60,285	)		243,338			-			2,334,566
Cost of sales		1,513,983			955			146,788			-			1,661,726
Gross profit (loss)		637,530			(61,240	)		96,550			-			672,840
Operating expenses:
Sales and marketing		596,777			131,159			1,488			-			729,424
General and administrative		-			-			-			1,359,901			1,359,901
Gain on sale of assets		-			(2,891,917	)		-			-			(2,891,917	)
Operating expenses		596,777			(2,760,758	)		1,488			1,359,901			(802,592	)
Operating income (loss)	$	40,753		$	2,699,518		$	95,062		$	(1,359,901	)	$	1,475,432

	Core Standards, Contract Services			Retail Dietary			Scientific and Regulatory
Three months ended March 31, 2012	and Ingredients segment			Supplement Products segment			Consulting segment		Other			Total
Gross Sales	$	1,871,718		$	2,179,426		$	-	$	-		$	4,051,144
Promotions, discounts and returns		(16,970	)		(2,249,168	)		-		-			(2,266,138	)
Net sales		1,854,748			(69,742	)		-		-			1,785,006
Cost of sales		1,346,622			1,042,598			-		-			2,389,220
Gross profit (loss)		508,126			(1,112,340	)		-		-			(604,214	)
Operating expenses:
Sales and marketing		474,944			1,383,718			-		-			1,858,662
General and administrative		-			-			-		1,961,912			1,961,912
Operating expenses		474,944			1,383,718			-		1,961,912			3,820,574
Operating income (loss)	$	33,182		$	(2,496,058	)	$	-	$	(1,961,912	)		(4,424,788	)

	Core Standards, Contract Services		Retail Dietary		Scientific and Regulatory
At March 30, 2013	and Ingredients segment		Supplement Products segment		Consulting segment		Other		Total
Total assets	$	3,218,208	$	-	$	201,898	$	7,297,325	$	10,717,431

	Core Standards, Contract Services		Retail Dietary		Scientific and Regulatory
At December 29, 2012	and Ingredients segment		Supplement Products segment		Consulting segment		Other		Total
Total assets	$	3,542,355	$	4,331,866	$	72,573	$	1,087,727	$	9,034,521

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Note 10.  Management’s Plans for Continuing Operations

The Company has earned a net profit of $1,468,525 for the three-month period ended March 30, 2013.  This profit for the three-month period ended March 30, 2013 is mainly due to gain of $2,891,917 on sale of BluScience consumer product line to NeutriSci.

Without the gain on sale of BluScience consumer product line, the Company incurred an operating loss of $1,416,485 for the three-month period ended March 30, 2013.  One of the factors that contributed to this loss is share-based compensation expense.  Our share-based compensation expense totaled $351,590 for the three months ended March 30, 2013.  In addition to the stock options granted to employees, the Company has been awarding shares of its common stock to non-employees as compensation of the services provided.  We also incurred an operating loss of $192,399 from BluScience operations, without the gain on sale of BluScience consumer production line.  Increase in trade accounts receivable allowance for possible future returns was the main reason for the loss from BluScience operations as the increase in allowance was treated as a reduction of revenue.  Another factor that contributed to the loss is the investment in additional personnel and marketing expenses to implement its business plan to expand the line of proprietary ingredients.  This has resulted in higher selling, marketing and patent related expenses compared to prior years.  Management has also implemented additional strategic operational structure changes, which it believes, will allow the Company to achieve profitability with future growth without incurring significant additional overhead costs.   Management’s anticipation of future growth is largely related to the demand of the line of proprietary ingredients offered by the Company.

By curtailing certain expenditures, management believes it will be able to support operations of the Company with its current cash and cash from operations through December, 2013.  In addition, from the sale of BluScience consumer product line, the Company expects to receive additional $1,333,334 from NeutriSci prior to December, 2013.  Also, as of March 30, 2013, the Company has 4,389,281 warrants outstanding with an exercise price of $0.21 per share.  Assuming the full exercise of the outstanding warrants for cash, the Company would receive additional proceeds of $921,749.   There can be no assurance that the holders of these warrants will exercise any of the outstanding warrants for cash, and the Company will not receive any proceeds from any of the outstanding warrants until they are exercised.

If the Company determines that it shall require additional financing to further enable it to achieve its long-term strategic objectives, there can be no assurance that such financing will be available on terms favorable to it or at all.  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.

Note 11.  Income Taxes

At March 30, 2013 and December 29, 2012, the Company maintained a full valuation allowance against the entire net deferred income tax balance after considering relevant factors, including recent operating results, the likelihood of the utilization of net operating loss tax carry forwards, and the ability to generate future taxable income.  The Company expects to maintain a full valuation allowance on its entire net deferred tax assets in 2013, resulting in an effective tax rate of zero for the three months ended March 30, 2013.

Note 12.  Subsequent Events

From March 31, 2013 through May 9, 2013, 2,314,283 of the warrants with an exercise price of $0.21 per share have been exercised and the Company received proceeds of $485,999 from the exercise of the warrants.  These warrants were issued during the year ended January 1, 2011, pursuant to the Subscription Agreement entered into by the Company on April 22, 2010.

From March 31, 2013 through May 9, 2013, 250,000 of the stock options with an exercise price of $0.50 per share have been exercised and the Company received proceeds of $125,000.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

This Quarterly Report on Form 10−Q (the “Form 10−Q”) contains “forward-looking statements,” as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect the Company’s current expectations of the future results of its operations, performance and achievements. Forward-looking statements are covered under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company has tried, wherever possible, to identify these statements by using words such as “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends” and similar expressions. These statements reflect management’s current beliefs and are based on information now available to it. Accordingly, these statements are subject to certain risks, uncertainties and contingencies that could cause the Company’s actual results, performance or achievements in 2013 and beyond to differ materially from those expressed in, or implied by, such statements. Such statements, include, but are not limited to, statements contained in this Form 10-Q relating to our business, financial performance, business strategy, recently announced transactions and capital outlook.   Important factors that could cause actual results to differ materially from those in the forward- looking statements include: a continued decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the ability to protect our intellectual property rights; the impact of any litigation or infringement actions brought against us; competition from other providers and products; risks in product development; the inability to raise capital to fund continuing operations; changes in government regulation; the ability to complete customer transactions, and other factors  relating to our industry, our operations and results of operations and any businesses that may be acquired by us. Should one or more of these or other risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Additional risks, uncertainties, and other factors are set forth under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ending December 29, 2012 and filed with the Commission on March 29, 2013 and in future reports the Company files with the Commission. Readers of this Form 10−Q should not place undue reliance on any forward-looking statements. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.

You should read the following discussion and analysis of the financial condition and results of operations of the Company together with the financial statements and the related notes presented in Item 1 of this Form 10-Q.

Overview

We supply phytochemical reference standards, which are small quantities of plant-based compounds typically used to research an array of potential attributes, and reference materials, related contract services, and proprietary ingredients.  We perform chemistry-based analytical services at our laboratory in Boulder, Colorado, typically in support of quality control or quality assurance activities within the dietary supplement industry. We recently acquired Spherix Consulting, Inc., which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks.  In 2011, we launched the BluScience retail dietary supplement products containing one of the proprietary ingredients, pTeroPure, which we also sell as an ingredient for incorporation into the products of other companies.  However, on March 28, 2013, we entered into an asset purchase and sale agreement with NeutriSci and consummated the sale of BluScience consumer product line to NeutriSci.

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The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.  The preparation of these financial statements requires our management to make 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.

By curtailing certain expenditures, we anticipate that our current cash and cash generated from operations and the cash payments received and to be received from the sale of BluScience consumer product line (see Liquidity and Capital Resources below in Item 2 of this Quarterly Report on Form 10-Q) will be sufficient to meet our projected operating plans through the end of December, 2013. Also, as of March 30, 2013, the Company has 4,389,281 warrants outstanding with an exercise price of $0.21 per share.  Assuming the full exercise of the outstanding warrants for cash, the Company would receive additional proceeds of $921,749.   There can be no assurance that the holders of these warrants will exercise any of the outstanding warrants for cash, and the Company will not receive any proceeds from any of the outstanding warrants until they are exercised.  We may, however, seek additional capital prior to the end of December, 2013, both to meet our projected operating plans through and after December, 2013 and/or to fund our longer term strategic objectives.

Additional capital may come from public and/or private stock or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. 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 our common stock. 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. If we are unable to establish small to medium scale production capabilities through our own plant or though collaboration with third parties on acceptable terms, we may be unable to fulfill our customers’ requirements. This may cause a loss of future revenue streams as well as require us to seek third party vendors to provide these services. These vendors may not be available, or may charge fees that prevent us from pricing our products competitively within our markets.

We have licensed to OPKO Health, Inc. (“OPKO”), a multi-national biopharmaceutical and diagnostics company, certain new product offerings and health care technologies for distribution and business development throughout Latin America.  The initial product to be commercialized is our proprietary product pterostilbene.  We believe that partnering with OPKO provides a unique opportunity to enter the Latin American market and we see this market as potentially offering the Company significant long-term economic prospects.

Some of our operations are subject to regulation by various state and federal agencies.  In addition, we expect a significant increase in the regulation of our target markets. Dietary supplements are subject to FDA, FTC and U.S. Department of Agriculture (“USDA”) regulations relating to composition, labeling and advertising claims. These regulations may in some cases, particularly with respect to those applicable to new ingredients, require a notification that must be submitted to the FDA along with evidence of safety. There are similar regulations related to food additives.

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Results of Operations

We generated net sales of $2,334,566 for the three-month period ended March 30, 2013 as compared to $1,785,006 for the three-month period ended March 31, 2012. We earned a net profit of $1,468,525 for the three-month period ended March 30, 2013 as compared with a net loss of $4,431,853 incurred for the three-month period ended March 31, 2012. This equated to a $0.02 income per basic share and a $0.01 income per diluted share for the three-month period ended March 30, 2013 as compared with a $0.05 loss per basic and diluted share for the three-month period ended March 31, 2012.

Over the next two years, we plan to continue to increase research and development efforts for our line of proprietary ingredients, subject to available financial resources.  However, we presently do not have the necessary resources (financial and otherwise) to do so.   We also intend to continue to expand our service capacity through hiring and to implement accreditation and certification programs related to quality initiatives. In addition, we plan to expand our chemical library program and to either establish a Good Manufacturing Practice (“GMP”) compliant pilot plant to support small to medium scale production of target compounds or collaborate with a company that has these capabilities. There can be no assurance, however, that we will actually implement any of these plans.

Net Sales

Net sales consist of gross sales less promotions, discounts and returns.Net sales increased by 31% to $2,334,566 for the three-month period ended March 30, 2013 as compared to $1,785,006 for the three-month period ended March 31, 2012.  The core standards, contract services and ingredients segment generated net sales of $2,151,513 for the three-month period ended March 30, 2013.  This is an increase of 16%, compared to $1,854,748 for three-month period ended March 31, 2012.  This increase was largely due to increased sales of contract services, our proprietary ingredients and other bulk dietary supplement grade raw materials.  The retail dietary supplement products segment generated negative net sales of $60,285 for the three month period ended March 30, 2013.  The gross sales for this segment was $557,111, however, sales deductions for promotions and returns, including additional trade accounts receivable allowance for possible future returns totaled $617,396.  For the three month period ended March 31, 2012, the retail dietary supplement products segment generated negative net sales of $69,742. The gross sales for this period was $2,179,426, however, sales deductions for promotions and discounts related to the launch of BluScience products totaled $2,249,168.  The scientific and regulatory consulting segment generated net sales of $243,338 for the three-month period ended March 30, 2013.  We did not have the scientific and regulatory consulting segment for the comparable period in 2012.

Cost of Sales

Cost of sales include raw materials, labor, overhead, and delivery costs. Cost of sales for the three-month period ended March 30, 2013 was $1,661,726 as compared with $2,389,220 for the three-month period ended March 31, 2012. As a percentage of net sales, this represented a 63% decrease for the three-month period ended March 30, 2013 compared to the three-month period ended March 31, 2012.  The cost of sales as a percentage of net sales for the core standards, contract services and ingredients segment for the three-month period ended March 30, 2013 was 70% compared to 73% for the three months ended March 31, 2012.  This percentage decrease in cost of sales is largely due to increased sales of analytical testing and contract services.  Fixed labor costs make up the majority of costs for analytical testing and contract services and these fixed labor costs did not increase in proportion to sales.  Despite the negative sales, the cost of sales for the retail dietary supplement products segment for the three-month periods ended March 30, 2013 and March 31, 2012 were $955 and $1,042,598 respectively.  The cost of sales for the three-month period ended March 31, 2012 was greater as there were promotions and discounted sales related to the launch of BluScience products.  The cost of sales as a percentage of net sales for the scientific and regulatory consulting segment for the three-month period ended March 30, 2013 was 60%.  We did not have the scientific and regulatory consulting segment for the comparable period in 2012.

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Gross Profit (Loss)

Gross profit (loss) is net sales less the cost of sales and is affected by a number of factors including product mix, competitive pricing and costs of products and services. Our gross profit increased to $672,840 for the three-month period ended March 30, 2013 from gross loss of $604,214 for the three-month period ended March 31, 2012.  For the core standards, contract services and ingredients segment, our gross profit increased 25% to $637,530 for the three-month period ended March 30, 2013 from $508,126 for the three-month period ended March 31, 2012.  The increased sale of analytical testing and contract services was the primary reason for the increase in gross profit.  For retail dietary supplement products segment, we had a gross loss of $61,240 for the three-month period ended March 30, 2013 and a gross loss of $1,112,340 for the three-month period ended March 31, 2012.  The gross loss for the three-month period ended March 31, 2012 was due to the sales promotions and sales discounts we offered in relation to the launch of BluScience products.  For the scientific and regulatory consulting segment, we had a gross profit of $96,550 for the three-month period ended March 30, 2013.  We did not have the scientific and regulatory consulting segment for the comparable period in 2012.

Operating Expenses-Sales and Marketing

Sales and Marketing Expenses consist of salaries, advertising and marketing expenses. Sales and marketing expenses for the three-month period ended March 30, 2013 was $729,424 as compared to $1,858,662 for the three-month period ended March 31, 2012. For the core standards, contract services and ingredients segment, sales and marketing expenses for the three-month period ended March 30, 2013 increased to $596,777 as compared to $474,944 for the three-month period ended March 31, 2012.  This increase was primarily due to an increase in sales staff and increased marketing efforts for our line of proprietary ingredients.  For the retail dietary supplement products segment, sales and marketing expenses for the three-month period ended March 30, 2013 decreased to $131,159 as compared to $1,383,718 for the three-month period ended March 31, 2012.  During the three-month period ended March 31, 2012, we conducted a national advertising campaign through television and radio media in support of the launch of BluScience products.  We did not conduct such an advertising campaign during the three-month period ended March 30, 2013.  For the scientific and regulatory consulting segment, sales and marketing expenses for the three- month period ended March 30, 2013 was $1,488.  We did not have the scientific and regulatory consulting segment for the comparable period in 2012.

Operating Expenses-General and Administrative

General and Administrative Expenses consist of research and development, general company administration, IT, accounting and executive management. General and administrative expenses for the three-month period ended March 30, 2013 decreased to $1,359,901 as compared to $1,961,912 for the three-month period ended March 31, 2012.  One of the factors that contributed to this decrease was departures of certain officers who were with the Company during the three-month period ended March 31, 2012.  The Company did not hire new officers to fill the vacated positions.  There was also a severance payment of approximately $310,000 to one officer for the three-month period ended March 31, 2012.  Another factor that contributed to the decrease in general and administrative expenses is a decrease in investor relations expenses.  Our investor relations expenses decreased to $54,953 for the three month period ended March 30, 2013, as compared to $318,541 for the three month period ended March 31, 2012.

Non-operating income- Interest Income

Interest income consists of interest earned on money market accounts and note receivable. Interest income for the three-month period ended March 30, 2013 was $884 as compared to $1,199 for the three-month period ended March 31, 2012.

Non-operating Expenses- Interest Expense

Interest expense consists of interest on capital leases. Interest expense for the three-month period ended March 30, 2013 was $7,791 as compared to $8,264 for the three-month period ended March 31, 2012.

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Depreciation and Amortization

Depreciation expense for the three-month period ended March 30, 2013, was approximately $79,184 as compared to $85,422 for the three-month period ended March 31, 2012. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.  Amortization expense of intangible assets for the three-month period ended March 30, 2013, was approximately $4,964 as compared to $3,391 for the three-month period ended March 31, 2012.  We amortize intangible assets using a straight-line method over 10 years.

Liquidity and Capital Resources

From inception and through March 30, 2013, we have incurred aggregate losses of approximately $28 million. These losses are primarily due to expenses associated with the development and expansion of our operations. These operations have been financed through capital contributions and the issuance of common stock and warrants through private placements and through our registered direct offering.

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 sales 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 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 further delay or terminate product or service expansion plans. Any inability to raise additional financing would have a material adverse effect on us.

On March 28, 2013, we entered into an asset purchase and sale agreement with NeutriSci International Inc. and consummated the sale of BluScience consumer product line to NeutriSci.  The total sale transaction value is estimated at approximately $6.0 million and consists of following: (a) a $250,000 cash payment, which NeutriSci paid as a deposit in February 2013; (b) an additional $250,000 cash payment, which was paid at the closing of the sale;  (c) an additional cash payment of $500,000 due no later than 60 days after the closing of the sale; (d) $2,500,000 senior convertible secured note (convertible into 625,000 shares Series I Preferred Stock as described below) payable in quarterly installments of $416,667 beginning August 15, 2013; and (e) 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of the NeutriSci shares at a deemed price for each Class A common share of $1.00 per share.  The transaction documents contain certain equity blockers that preclude our ownership in NeutriSci in excess of 9.99% and 19% without obtaining a waiver from NeutriSci. In addition, as of March 30, 2013, we had 4,389,281 warrants outstanding with an exercise price of $0.21 per share.  Assuming the full exercise of the outstanding warrants for cash, we would receive additional proceeds of $921,749.  There can be no assurance that the holders of these warrants will exercise any of the outstanding warrants for cash, and we will not receive any proceeds from any of the outstanding warrants until they are exercised for cash.

While we anticipate that our current levels of capital, along with  curtailment of certain expenses, will be sufficient to meet our projected operating plans through the end of December, 2013, we may seek additional capital prior to December, 2013, both to meet our projected operating plans through and after December, 2013 and to fund our longer term strategic objectives. To the extent we are unable to raise additional cash or generate sufficient revenue to meet our projected operating plans prior to December, 2013, we will revise our projected operating plans accordingly.

Net cash used in operating activities

Net cash used in operating activities for the three months ended March 30, 2013 was approximately $705,802 as compared to approximately $4,656,237 used in for the three months ended March 31, 2012.  Along with the gain on sale of assets, a decrease in accounts payable and an increase in prepaid expenses and other assets were the largest uses of cash during the three months ended March 30, 2013.  Net cash used in operating activities for the three months ended March 31, 2012 largely reflects increase in inventories and trade receivables along with the net loss.

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We expect our operating cash flows to fluctuate significantly in future periods as a result of fluctuations in our operating results, shipment timetables, accounts receivable collections, inventory management, and the timing of our payments, among other factors.

Net cash provided by (used in) investing activities

Net cash provided by investing activities was approximately $452,572 for the three months ended March 30, 2013, compared to approximately $6,714 used in for the three months ended March 31, 2012. Net cash provided by investing activities for the three months ended March 30, 2013 mainly consisted of proceeds from the sale of BluScience consumer product line.  Net cash used in investing activities for the three months ended March 31, 2012 mainly consisted of purchases of leasehold improvements and equipment as well as purchases of intangible assets.

Net cash provided by financing activities

Net cash provided by financing activities was approximately $699,806 for the three months ended March 30, 2013, compared to approximately $10,047,978 for the three months ended March 31, 2012.  Net cash provided by financing activities for the three months ended March 30, 2013 mainly consisted of proceeds from the exercise of warrants related to the 2010 private placement.  Net cash provided by financing activities for the three months ended March 31, 2012 mainly consisted of proceeds from issuance of our common stock through registered direct offering and private placement.

Dividend policy

We have not declared or paid any dividends on our common stock. We presently intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our Board of Directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our Board of Directors deems relevant.

Off-Balance Sheet Arrangements

During the three  months ended March 30, 2013, we had no off-balance sheet arrangements other than ordinary operating leases as disclosed in the “Financial Statements and Supplementary Data” section of the Company’s Annual Report on Form 10-K for the year ending December 29, 2012 and filed with the Commission on March 29, 2013.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934).  Based on the Company’s evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 30, 2013.

Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting (as defined in Rule 13a−15(f) promulgated under the Securities Exchange Act of 1934) that occurred during the Company’s second fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s  internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

None.

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ITEM 6.  EXHIBITS

Exhibit No.        Description of Exhibits

10.1	Exclusive License Agreement, dated March 7, 2013 between Washington University and the Company(1)
10.2	Asset Purchase and Sale Agreement by and between ChromaDex Corporation and NeutriSci International, Inc.(2)
10.3	Senior Secured Convertible Promissory Note(2)
10.4	Security Agreement by and between ChromaDex Corporation and NeutriSci International, Inc.(2)
10.5	Subsidiary Guaranty Executed by Britlor Health and Welness, Inc.(2)
10.6	Royalty Agreement by and between ChromaDex Corporation and NeutriSci International, Inc.(2)
10.7	Sales Confirmation and Contract by and between ChromaDex Corporation and NeutriSci International, Inc.(2)
31.1	Certification of the Chief Executive Officer pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended
31.2	Certification of the Chief Financial Officer pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended
32.1	Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

(1) This Exhibit has been separately filed with the Commission pursuant to an application for confidential treatment. The confidential portions of the Exhibit have been omitted and are marked by an asterisk.

(2) Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 29, 2013

*     Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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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 (Registrant)
Date:  May 10, 2013
	/s/ THOMAS C. VARVARO Thomas C. Varvaro Duly Authorized Officer and Chief Financial Officer

EX-10.1

Exhibit 10.1

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXCLUSIVE LICENSE AGREEMENT

PREAMBLE

This Agreement is made and entered into, effective as of March 4, 2013, (“Effective Date”)  by and between: Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, having its principal offices at One Brookings Drive, St. Louis, Missouri 63130 (hereinafter referred to as "WU"); and Chromadex a corporation organized and existing under the laws of the State of California, having its principal offices at 10005 Muirlands Blvd. Suite G Irvine CA 92618 (hereinafter referred to as "Licensee") and the following correspondence addresses:

Attn:   Legal/C.F.O Postal: 10005 Muirlands Blvd. #G City, State, Zip: Irvine CA 92618 Fax:949-600-9597 Email: tom.varvaro@chromadex.com Attn:   Accounting Postal: 10005 Muirlands Blvd. #G City, State, Zip: Irvine CA 92618 Fax:949-600-9597 Email: jamesl@chromadex.com Attn:   Technical Postal: 10005 Muirlands Blvd. #G City, State, Zip: Irvine CA 92618 Fax:949-600-9597 Email: tom.varvaro@chromadex.com

License Issue Fee: $[*]

License Maintenance Fee: $25,000

Options for Improvement: 1 yr option; $[*] additional licensing fee per improvement.

Milestones and Payments:

Market	Milestone	Timing	Payment
Field 1 [*]	[*]	[*]	[*]
	[*]	[*]	[*]
	[*]	[*]	[*]
	[*]	[*]	[*]
Field 2 [*]	[*]	[*]	[*]
	[*]	[*]	[*]
Field 3 [*]	[*]	[*]	[*]
	[*]	[*]	[*]
	[*]	[*]	[*]
Field 4 [*]	[*]	[*]	[*]
	[*]	[*]	[*]
Field 5 [*]	[*]	[*]	[*]
	[*]
	[*]
	[*]
	[*]
	[*]

[*]  Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portion.

Royalty Rate:

a.Patent Royalty Rate	[*]%
b.Non-Patent Royalty Rate	[*]%
c. Pass-through for sublicensee(s)	[*]%

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Minimum Royalty: $25,000

Sublicensee Revenue percentage: [*]% if technology is flipped, [*]% if significant value is added to the technology such as an IND filing or additional enabling technology.

Patents: Listed in Exhibit E herein, below; all patent expenses to be paid by Licensee.

All past patent expenses authorized by Chromadex.

Field: dietary supplements, sports nutrition, functional foods, skin care and cosmetics, food and beverage, research reagents, medical foods, and pharmaceutical uses.

Territory:  Worldwide.

Term:  The term of this Agreement shall commence on the Effective Date and continue until the later of: a) the last day that at least one Valid Claim exists; or b) the tenth anniversary of the day of the First Commercial Sale whichever is longer.

RECITALS

A.           WU possesses certain Patent Rights (as defined below), Technical Information (as defined below), and Tangible Research Property (as defined below).

B.           Licensee has developed a plan to manufacture, promote, import, sell and/or market products based on the Patent Rights, the Technical Information, and/or the Tangible Research Property which plan is attached hereto as Exhibit A (the “Development Plan”).

C.           Licensee WU possesses the desire, knowledge, expertise, experience and resources to carry out the Development Plan, to meet the milestones set forth in Exhibit F hereto and to otherwise diligently manufacture, market and to otherwise diligently commercialize products based on the Patent Rights, Tangible Research Property and/or the Technical Information.

D.           Licensee desires to obtain from WU certain licenses to the Tangible Research Property, Technical Information and Patent Rights and WU desires to grant such licenses to Licensee.

TERMS AND CONDITIONS

NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Definitions.

As used in this Agreement, the following terms have the meaning ascribed to them below:

1.1“Agreement” is defined in the Preamble above.

1.2“Affiliate” means an entity that now or hereafter, directly or indirectly, controls or is controlled by or is under common control with a party to this Agreement whether by beneficial ownership, contract, or otherwise.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

1.3“Calendar Half” means each six-month period of a calendar year, or portion thereof, beginning on January 1 or July 1.

1.4“Claims” is defined in Section 11.1 below.

1.5“Confidential Information” is defined in Section 7.1 below.

1.6“Development Plan” is defined in Recital B above.

1.7“Effective Date” is defined in the Preamble above.

1.8“Election Notice” is defined in Section 9.3 below.

1.9“Field” is defined in the Preamble above.

1.10“First Commercial Sale” means the earlier to occur of (a) the earliest date on which Licensee transfers a Licensed Product for compensation (including equivalent cash value for trades or other non-cash payments), or (b) the earliest date on which Licensee offers a Licensed Service for compensation (including equivalent cash value for trades or other non-cash payments).

1.11“License Issue Fee” is defined in the Preamble above.

1.12“Licensed Product” means (a) any product made, made for, used, sold or imported by Licensee and/or Sublicensee that (i) in the absence of this Agreement would infringe at least one Valid Claim, or (ii) uses a process covered by a Valid Claim, and/or (b) any product made, and/or method or process used, in whole or in part, using or otherwise derived from Technical Information and/or Tangible Research Property., with the provisio that no product shall be construed a "Licensed Product" pursuant to (a)(i) or (a)(ii) of this section which would not infringe any claim of a Patent Rights patent application pending in the United States as of October 15, 2012, or any claim of an issued, unexpired, valid and enforceable Patent Rights patent, in either the country of the product's manufacture or sale or (3)does not contain nicotinamide adenine dinucleotide (NAD) or its precursor NADH, an intermediate of a de novo pathway for synthesizing NAD, an intermediate of a NAD salvage pathway, an intermediate of a nicotinamide riboside kinase pathway, or a combination thereof, such ingredients including but not limited to nicotinamide mononucleotide, nicotinic acid mononucleotide, and nicotinamide riboside." 

1.13“Licensed Service” means (a) any service performed by Licensee and/or Sublicensee that (i) in the absence of this Agreement would infringe at least one Valid Claim, or (ii) uses a process covered by a Valid Claim, and/or (b) service performed by Licensee that uses or is otherwise derived from Technical Information and/or Tangible Research Property.

1.14“Licensee” is defined in the Preamble above.

1.15“Minimum Royalty” is defined in the Preamble above.

1.16“Net Sales” means mean Net Sales for Licensed Products and Net Sales for Licensed Services.

1.17“Net Sales for Licensed Products and Net Sales for Licensed Services” means the gross value, compensation, and payments, whether in cash or in kind, received by Licensee or its Sublicensees for Sales of Licensed Products or Licensed Services, respectively, less all Permissible Deductions.

1.18“Patent Rights” means, subject to Section 9.3 below, the patents and patent applications, and all foreign counterparts, continuations, divisions, extensions, reexaminations and reissues thereof, which trace their earliest priority filing date by unbroken lineage to any of such patent or patent applications, as set forth in Exhibit E, herein below.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

1.19 “Permissible Deductions” means, and shall be limited to, any (a) trade, quantity and cash discounts on Licensed Products 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 of Licensed Products, and (c) excise, sale, use, value added or other taxes, other than income taxes, paid by Licensee due to the Sale of Licensed Products.

1.20“Sale” means any transaction in which a Licensed Product or Licensed Service is exchanged or transferred for any value, payment or compensation of any type or kind.  Notwithstanding the forgoing, Sales of any kind shall not include and shall expressly exclude transfers by Licensee: (a) to a Sublicensee of Affiliate for distribution or their own internal testing of samples of any Licensed Product or Licensed Service, provided that such testing is not conducted for or on behalf of any end user and further provided that Licensee receives no payment for such Licensed Product or Licensed Service in excess of the fully burdened (i.e. direct and indirect) costs of producing and transporting such materials; and (b) for its and its Affiliates own non-commercial laboratory research and development purposes, manufacturing, marketing/promotional purposes, beta testing and/or clinical testing, provided that the foregoing is not performed for or on behalf of any end user and further provided that Licensee receives no payment for such Licensed Product or Licensed Service in excess of the fully burdened (i.e. direct and indirect) costs of producing and transporting such materials and/or providing such Licensed Product or License Service.

1.21 “Royalty Rate” is defined in the Preamble above and shall include both the “Patent Royalty Rate” and the “Non-Patent Royalty Rate.”  “Patent Royalty Rate” means the Royalty Rate that shall apply to licensed activities within Territory countries in which there is at least one Valid Claim.  “Non-Patent Royalty Rate” means the Royalty Rate that shall apply to licensed activities, including use of Tangible Research Property and/or Technical Information,  in Territory countries in which there is no Valid Claim.

1.22“Tangible Research Property” means, subject to Section 9.3 below, any and all research tools and other personal property that WU may provide to Licensee as specifically set forth in Exhibit B hereto.

1.23“Technical Information”  means, subject to Section 9.3 below, research and development information, unpatented inventions, know-how, data, methods, and technical data and information, in each instance that are necessary to practice the Patent Rights and/or to commercialize one or more Licensed Products, as specifically set forth in Exhibit C hereto.

1.24“Termination Fee” is defined in Section 13.2 below.

1.25“Territory” is defined in the Preamble above, except that it shall exclude those countries to which export of technology or goods is prohibited by applicable U.S. export control laws or regulations.

1.26“WU” is defined in the Preamble above.

1.27“WU Indemnitee” is defined in Section 11.1.

1.28“Valid Claim” means a claim (a) of a pending Patent Rights patent application, or (b) of an issued and unexpired Patent Rights patent that has not been (i) held invalid or unenforceable by a court or other governmental agency of competent jurisdiction in a decision or order that is not subject to appeal, (ii) canceled, (iii) abandoned in accordance with, or as permitted by the terms of this Agreement or by mutual written agreement of WU and Licensee.

1.29 “Sublicensing Revenue” means all value, payment or compensation of any type or kind, other than earned royalties on Net Sales, received by Licensee from or through its Sublicensees for the licensing, cross-licensing or other authorized use of any license or right granted herein by WU.  Sublicensing Revenue shall include, without limitation, all fees, milestone payments, cash equivalents, equities, securities, equipment, property, rights or anything else of value received by Licensee as sublicensing consideration from or for the benefit of any Sublicensee.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.License Grants and Restrictions.

2.1Patent Rights.  Subject to the terms and conditions of this Agreement, WU hereby grants to Licensee, and Licensee hereby accepts, a non-transferable, exclusive (subject to Section 2.4 below) and royalty-bearing license under the Patent Rights and for the Term of this Agreement, to (a) make, have made, sell, offer for sale, use, and import Licensed Products, and (b) perform Licensed Services, in each instance solely in the Territory and in the Field.  For the avoidance of doubt, Licensee acknowledges and agrees that no license is granted or implied under the Patent Rights outside the Field or the Territory.

2.2Technical Information. Subject to the terms and conditions of this Agreement, WU hereby grants to Licensee, and Licensee hereby accepts, a non-transferable, nonexclusive and royalty-bearing license for the Term of this Agreement to use the Technical Information solely for the purpose of exploiting the license granted to Licensee in Section 2.1 above.  For the avoidance of doubt, Licensee acknowledges and agrees that no license is granted or implied under the Technical Information outside the Field or the Territory.

2.3Tangible Research Property.  Subject to the terms and conditions of this Agreement, WU hereby grants to Licensee, and Licensee hereby accepts, a nontransferable, nonexclusive and royalty-bearing license, for the Term of this Agreement, to use the Tangible Research Property solely for the purpose of exploiting the licenses granted to Licensee in Sections 2.1 and 2.2 above.  For the avoidance of doubt, Licensee acknowledges and agrees that no license is granted or implied to use the Tangible Research Property for any other purpose.

2.4Limitations on Patent Rights License.  WU retains its right to use the Patent Rights to make, have made, use, and import Licensed Products and to perform Licensed Services in the Territory and in the Field for research and educational purposes including collaboration with other nonprofit entities, which shall expressly exclude any commercial purposes.

2.5Clarifications.  For the avoidance of doubt, the license "to have made" granted in Section 2.1 above means that the Licensee may contract with one or more third parties to make Licensed Products for Licensee for Sale or offer for Sale by Licensee within the scope of its sales operations.  In any such event, Licensee shall require all such third parties to be bound to a written confidentiality agreement that contains non-use and nondisclosure obligations that are at least as restrictive as those that are contained in Article 7 below before any Confidential Information is disclosed to such third parties.

2.6Government Rights. In accordance with Public Laws 96-517, 97-256 and 98-620, codified at 35 U.S.C. §§ 200-212, the United States government retains certain rights to inventions arising from federally supported research or development.  Under these laws and implementing regulations, the government may impose requirements on such inventions. Licensed Products embodying inventions subject to these laws and regulations sold in the United States must be substantially manufactured in the United States.  The license rights granted in this Agreement are expressly made subject to these laws and regulations as amended from time to time.  Licensee shall be required to abide by all such laws and regulations.

2.7Reservation of Rights and Restrictions.  Nothing in this Agreement provides Licensee with any ownership rights of any kind in the Patent Rights, the Technical Information and/or any Tangible Research Property.  All ownership rights in the Patent Rights, the Technical Information and the Tangible Research Property shall remain the sole and exclusive property of WU.  The risk of loss of all Tangible Research Property shall pass to Licensee upon delivery.  For the avoidance of doubt, Licensee’s rights in any Tangible Research Property extend only to the specific Tangible Research Property delivered by WU to Licensee.  Accordingly, Licensee shall have no right to any tangible research property retained by WU including, without limitation, any original tangible research property that may be retained by WU and on which the Tangible Research Property delivered to Licensee may be based.  No license or right is granted by WU, by implication or otherwise, to any patent other than the Patent Rights. Other than the licenses expressly granted in Sections 2.1, 2.2 and 2.3 above, all rights in and to the Patent Rights, the Tangible Research Property and any Technical Information are hereby reserved by WU. Licensee agrees not to practice or use the Patent Rights, the Tangible Research Property and/or the Technical Information or do any act in respect thereof outside the scope of the licenses expressly granted above including, without limitation, providing any Tangible Research Property to any third party. Licensee further agrees that it will not do any act or thing which would in any way contest WU’s ownership in, or otherwise derogate from the ownership by WU, of any rights in the Patent Rights, the Tangible Research Property and/or Technical Information.  In furtherance of the foregoing but without limiting the generality thereof, Licensee agrees not to register or attempt to register in the Territory or elsewhere any rights in the Patent Rights, the Tangible Research Property and/or Technical Information or to assist any third party to do so.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.8Markings.Licensee shall ensure that appropriate markings, such as “Patent Pending” or the Patent Rights patent numbers or application serial numbers, appear, in accordance with each country’s patent laws, on all Licensed Products (or their packaging, as appropriate) sold by or on behalf of Licensee.

2.9Research Cross-License.  Licensee hereby grants to WU and WU hereby accepts, a non-transferable, non-exclusive, perpetual, irrevocable, fully paid up, license, for research and education purposes only, under any and all applicable patents, copyright registrations or other intellectual property rights, to make and use any and all inventions, discoveries or improvements conceived of or reduced to practice by Licensee during the Term of this Agreement and relating to the Patent Rights, Tangible Research Property or Technical Information.  For the avoidance of doubt, the rights under this Section 2.9 do not include any right to make, use, sell or offer to sell any products or services for any commercial purpose.

2.10Sublicensing.

2.10.1           General.  Subject to the further provisions of this Section 2.10, Licensee may grant sublicenses of the licenses granted to Licensee in Sections 2.1, 2.2 and 2.3 above to third parties by entering into a written agreement with any such third party (each such agreement shall be referred to herein as a “Sublicense” and each such third party shall be referred to herein as a “Sublicensee”).  Only Licensee (and not any Sublicensee) may enter into a Sublicense, and each Sublicense shall expressly prohibit the Sublicensee from granting further sublicenses.

2.10.2           Requirements of each Sublicense Agreement.  Licensee agrees that it will require all Sublicensees to comply with the terms and conditions set forth in this Agreement and applicable to Licensee.  In furtherance of the foregoing but without limiting the generality thereof, each Sublicense shall, for the express benefit of WU, bind the Sublicensee to terms and conditions no less favorable to WU than those between WU and Licensee contained in this Agreement.  To the extent that any term, condition, or limitation of any Sublicense is inconsistent with the terms, conditions and limitations contained in this Agreement, such term, condition, and/or limitation shall be null and void against WU.  Without in any way narrowing or limiting the scope of the foregoing provisions of this Section 2.10.2, all Sublicenses shall contain the terms and conditions set forth in Exhibit D hereto.  Within thirty (30) days after the effective date of any Sublicense, Licensee shall provide WU a complete copy of the Sublicense including, without limitation, any and all exhibits and/or attachments thereto.  If the Sublicense is written in a language other than English, the copy of the Sublicense shall be accompanied by a complete translation written in English.  Upon delivery of such translation to WU, Licensee shall be deemed to represent and warrant to WU that such translation is a true and accurate translation of the Sublicense.

2.10.3           Primary Liability.  Licensee will be primarily liable to WU for all acts, errors or omissions of a Sublicensee.  Any act, error or omission of a Sublicensee that would be a breach of this Agreement if imputed to Licensee will be deemed to be a breach of this Agreement by Licensee.

3.Development Plan.

3.1Development Plan.  Licensee represents and warrants that (a) the Development Plan contains Licensee’s good faith, bona fide plans for commercializing Licensed Products as rapidly and extensively as practicable, and (b) Licensee has the knowledge, expertise, experience and resources to fully carry out such plans.

3.2Development Plan Milestones. Licensee agrees to use its best efforts to meet any and all milestones set forth above and in the Development Plan on or before the times set forth in the Development Plan including, without limitation, the development milestones for each Licensed Product and any Licensed Services.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.3Progress Reports. Licensee will deliver to WU written reports on Licensee’s progress against the Development Plan no later than January 31 and July 31 of the first two calendar years following the calendar year in which the Effective Date falls, and no later than January 31 of each calendar year thereafter.  Each such report will set forth Licensee’s progress against the Development Plan in reasonable detail including, without limitation, the progress achieved and any problems encountered in the development, prototyping, evaluation, testing, manufacture, Sale, and/or marketing of, as applicable, each Licensed Product and any Licensed Services.  Each such report will identify in  detail any financial investment, grant or other source of funding awarded or provided to Licensee that is used in part or in while to develop, evaluate, test, manufacture, sell and/or market a Licensed Product and/or Licensed Service. Upon reasonable request by WU from time-to-time, Licensee will meet with WU to consult with WU about Licensee’s then-current progress against the Development Plan.

3.4Changes to Development Plan. Licensee may not amend, change or otherwise modify the Development Plan without the written consent of WU.

4.Diligence.

4.1Licensee agrees to, throughout the term of this Agreement, use its best efforts to develop, manufacture, promote and sell Licensed Products and to perform any Licensed Services, in each instance throughout the Territory and in the Field in accordance with the milestones set forth in Exhibit F.

4.2Should WU conclude in its reasonable judgment that Licensee fails to meet the diligence requirements set out in Section 4.1 above, WU may notify Licensee of its conclusions and the basis therefore. The parties shall then undertake to resolve WU’s concerns through good faith negotiations for a period of 90 days. Should such negotiations fail to result in Licensee achieving a level of diligence consistent with its obligations under Section 4.1 above, in WU’s sole reasonable judgment, then WU may terminate  the license in each specific sub-field where there has been insufficient best efforts or at WU option change the license in each specific sub-field where there has been insufficient best effort to a non-exclusive license.

5.Fees, Payments and Royalties.

5.1License Issue Fee.  Within fifteen (15) days after the Effective Date, Licensee agrees to pay  the License Issue Fee to WU.  Such License Issue Fee shall be non-refundable and shall not be credited against any other payments that may be due hereunder.

5.2License Maintenance Fee.  On or before every anniversary of the Effective Date and until and including the anniversary following the First Commercial Sale of a Licensed Product or Licensed Service occurs in a primary country designated in the Development Plan, Licensee agrees to pay the License Maintenance Fee to WU. All License Maintenance Fees shall be non-refundable and shall not be credited against any other payments that may be due hereunder.   Following the first Sale of License Product, Licensee’s obligations for this payment will cease and transfer to the Minimum Royalties per Section 5.4.  Payments due under this section will be made on a prorated annual basis.

5.3Royalties.

5.3.1Licensed Products. For each Licensed Product made or sold by or for Licensee and/or Sublicensee within the Territory, Licensee agrees to pay WU an earned royalty equal to the Patent Royalty Rate of Net Sales if there is a Valid Claim in at least one of the country of manufacture or country of Sale or equal to the Non-Patent Royalty Rate of Net Sales if there is no Valid Claim in both the countries of manufacture and Sale.  Such earned royalties shall be paid by Licensee within thirty (30) days after the end of each Calendar Half in which the Sale of the Licensed Products to which such earned royalties occurs. If a Licensed Product is sold in combination with another product (“Combination Product”) on which licensee is obligated to pay royalties, the Patent Royalty Rate used shall be the Patent Royalty Rate if the Licensed Product were sold alone multiplied by the ratio A/(A+B), where A = the cost of the Licensed Product if sold alone and B = cost of the Combination Product if sold alone, such that this ratio not be lower than 0.5, where B is an active ingredient and not an excipient, carrier, diluents or filler.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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5.3.2Licensed Services. Licensee agrees to pay WU an earned royalty equal to the Patent Royalty Rate of the total gross revenues generated, directly or indirectly, by Licensee and/or Sublicensee from the performance of the Licensed Services if there is a Valid Claim in the country in which the Licensed Services were performed or equal to the Non-Patent Royalty Rate of the total gross revenues generated, directly or indirectly, by Licensee from the performance of the Licensed Services if there is no Valid Claim in the country in which the Licensed Services were performed.  Such earned royalties shall be paid by Licensee within thirty (30) days after the end of each Calendar Half in which the performance of the Licensed Services occurs. if a Licensed Service is sold in combination with another product (“Combination Service”) on which licensee is obligated to pay royalties, the Patent Royalty Rate used shall be the Patent Royalty Rate if the Licensed Service were sold alone multiplied by the ratio A/(A+B), where A = the cost of the Licensed Service if sold alone and B = cost of the Combination Product if sold alone, such that this ratio not be lower than 0.5.

5.4Minimum Royalties.   Commencing with the Calendar Half in which the First Commercial Sale occurs and continuing thereafter throughout the term of this Agreement, Licensee agrees to pay WU a minimum royalty equal to the Minimum Royalty for each Calendar Half as an advance against the royalties due under Section 5.3.1 above.  Such Minimum Royalties shall be due on January 31 and July 31 of each Calendar Half.

5.5Milestone Payments.  Licensee agrees to pay WU milestone payments in the amounts set forth in the Preamble, herein above, within thirty (30) days after the date that the applicable milestone is met

5.6Clarifications.  For the avoidance of doubt, no multiple royalty will be required to be paid because a Licensed Product or its manufacture, use, Sale or importation is covered by more than one Valid Claim or patent or patent application within the Patent Rights.  A Sale of a Licensed Product will be deemed to have been made at the time Licensee or a Sublicensee (or anyone acting on behalf of or for the benefit of Licensee or its Sublicensees) first invoices, ships, or receives value for a Licensed Product.  Similarly, the performance of a Licensed Service shall be deemed to have been performed at the time Licensee or a Sublicensee (or anyone acting on behalf of or for the benefit of Licensee or its Sublicensees) first invoices or receives value for a Licensed Service.   In order to ensure that WU obtains the full amount of royalty payments contemplated in this Agreement, if any Licensed Product is sold or transferred internally within Licensee or any Sublicensee or other third party with whom Licensee has any agreement or arrangement regarding consideration (including but not limited to an option to purchase stock, stock ownership, division of profits, or special rebates or allowances), the amount of the Sale shall be deemed to be the greater of (a) the price at which the Licensed Product is resold to the end user or (b) the fair market value of the Licensed Product. Similarly, if any Licensed Service is performed internally within Licensee or any Sublicensee or other third party with whom Licensee has any agreement or arrangement regarding consideration (including but not limited to an option to purchase stock, stock ownership, division of profits, or special rebates or allowances), the amount of revenue received by Licensee for such performance shall be deemed to be the greater of (a) the price at which the Licensed Service is resold to the end user or (b) the fair market value of the Licensed Service.

5.7Sublicensing Revenue Obligations. Licensee shall pay to WU the percentage of Sublicensing Revenue identified in the Preamble above within thirty (30) days of the end of the Calendar Half in which Licensee receives the Sublicensing Revenue.

6.Place and Method of Payment; Reports and Records; Audit; Interest.

6.1Method of Payment.  All dollar ($) amounts referred to in this Agreement are expressed in United States dollars.  All payments to WU shall be made in United States dollars by check or electronic transfer payable to "Washington University."  Any Sales revenues for Licensed Products or revenue for Licensed Services in currency other than United States dollars shall be converted to United States dollars at the conversion rate for the foreign currency as published in the Eastern edition of The Wall Street Journal as of the last business day in the United States of the applicable Calendar Half.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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6.2Place of Payment.  Checks shall reference WU Contract Number 004446-0011and shall be sent to:

Accounting Department

Office of Technology Management

Washington University in St. Louis

660 South Euclid Avenue, CB 8013

St. Louis, MO  63110

All payments shall include the WU Contract Number to ensure accurate crediting to Licensee’s account.  Electronic transfers shall be made to a bank account designated in writing by WU.

6.3Reports.  Within forty-five (45) days after the end of each Calendar Half in which a Licensed Product is Sold or made or in which a Licensed Service is performed, Licensee shall deliver to WU, a written report setting forth the calculation of all amounts due to Licensee under Sections 5.3 and 5.5 above for such Calendar Half.  For Licensed Products,  each such report shall show, at a minimum, (a) the number of Licensed Products in inventory at the beginning of such Calendar Half, (b) the number of Licensed Products Sold and amount of Sales by country during such Calendar Half, (c) the number of Licensed Products in inventory at the end of such Calendar Half, (d) the gross receipts for Sales of Licensed Products during such Calendar Half including total amounts invoiced and received, (e) any Permissible Deductions giving totals by each type for such Calendar Half, (f) Net Sales of Licensed Products by country for such Calendar Half, (g) royalties, fees and payments due to WU for such Calendar Half, giving totals for each category, and (h) earned royalty amounts credited against minimum royalty payments for such Calendar Half. For Licensed Services, each such report shall show, at a minimum, (a) the number of Licensed Services performed during such Calendar Half and a description of such Licensed Services, (b) the total gross revenues by country for Licensed Services during such Calendar Half including total amounts invoiced and received, and (c) royalties due to WU for such Calendar Half, giving totals for each category.

6.4Books and Records.  Licensee shall maintain complete and accurate books of account and records that would enable an independent auditor to verify the amounts paid as royalties, fees and payments under this Agreement.  The books and records must be maintained for ten years following the Calendar Half after submission of the reports required by this Agreement.  Upon reasonable notice by WU, Licensee must give WU (or auditors or inspectors appointed by and representing WU) access to all books and records relating to Sales of Licensed Products by Licensee and the performance of Licensed Services by Licensee to conduct, at WU’s expense, an audit or review of those books and records.  This access must be available at least once every six (6) months, during regular business hours, during the term of this Agreement and for the three calendar years following the year in which termination or expiration of this Agreement occurs.  If any such audit or review determines that Licensee has underpaid royalties by 5% or more for any Calendar Half, Licensee shall (a) reimburse WU for the costs and expenses of the accountants and auditors in connection with the review and audit, and (b) immediately pay WU the amount of such underpayment along with interest on the past due amount as provided in Section 6.5 below.

6.5Interest and Collection.  Any amounts not paid by Licensee to WU when due shall accrue interest, from the date thirty (30) days after the balance is due at an interest rate of 1.5% per month or portion of a month.  In addition, Licensee will reimburse WU for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.

6.6Foreign Taxes. Payments shall be paid to WU free and clear of all foreign taxes. If laws, rules or regulations require withholding of income taxes of other rates imposed upon payments set forth in this Agreement, Licensee shall make such withholding payments as required and without subtracting such withholding payments from such payments to WU. Licensee shall submit appropriate proof of payment of the withholding rates to WU within a reasonable period of time. Licensee shall use efforts consistent with its usual business practices to minimize the extent of any withholding taxes imposed under the provisions of the current or any future double taxation treaties or agreement between foreign countries, and the parties shall cooperate with each other with respect thereto, with the appropriate party under the circumstances providing the documentation required under such treaty or agreement to claim benefits thereunder.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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7.Confidentiality.

7.1Definition of Confidential Information. The parties acknowledge that, prior to and during the Term of this Agreement, the parties may disclose to one another scientific, technical, trade secret, business, or other information which is treated by the disclosing Party as confidential or proprietary, including but not limited to unpublished Patent Rights patent applications, Technical Information, and Tangible Research Property.  (hereinafter referred to as “Confidential Information”).    Both parties agree that in order to ensure that each party understands which information is deemed to be confidential, all Confidential Information will be in written form and clearly marked as “Confidential,” and if the Confidential Information is initially disclosed in oral or some other non-written form, it will be confirmed and summarized in writing and clearly marked as “Confidential” within thirty (30) days of disclosure.  The receiving party shall hold such Confidential Information in confidence and shall treat such information in the same manner as it treats its own confidential information but not less than with a reasonable degree of care.  In recognition that WU is a non-commercial, academic institution, Licensee agrees to limit to the extent possible the delivery of Licensee Confidential Information to WU. WU retains the right to refuse to accept any such information or data from Licensee which it does not consider to be essential to this Agreement or which it believes to be improperly designated, for any reason, but such refusal shall not eliminate the obligation of the individual making such a determination from treating such information as confidential hereunder where such information has been read by such individual.  The Confidential Information provided to the receiving party will remain the property of the disclosing party, and will be disclosed only to those persons necessary for the performance of this Agreement.  No indirect or consequential damages or damages based on loss of profits or market share are contemplated or recoverable for breach of confidentiality.

7.2Exclusions.  Confidential Information does not include information that (a) was known to the receiving party prior to receipt from the disclosing party as evidenced by the receiving party’s records; (b) is or becomes part of the public domain through no act by or on behalf of the receiving party; (c) is lawfully received by the receiving party from a third party without any restrictions, and/or (d) comprises identical subject matter to that which had been originally and independently developed by the receiving party personnel without knowledge or use of any Confidential Information as evidenced by the receiving party’s records.

7.3General Obligations.  Subject to Section 2.5 above and to Sections 7.5 and 7.6 below, the receiving party agrees that during the term of this Agreement and forever thereafter it will (a) refrain from disclosing any Confidential Information to third parties, (b) disclose Confidential Information to only those employees of the receiving party necessary for the receiving party to use the Confidential Information in accordance with this Agreement and who are subject to restrictions on use and disclosure at least as restrictive as those set forth in this Agreement, (c) keep confidential the Confidential Information, and (d) except for use in accordance with the licenses which are expressly granted in this Agreement, refrain from using Confidential Information.

7.4No License. By disclosing the WU Confidential Information to Licensee, WU does not grant any express or implied rights to Licensee under any patents, copyrights, trademarks, or trade secrets.  WU reserves, without prejudice, the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets.

7.5Judicial Procedures.  The receiving party may, to the extent necessary, disclose the disclosing party’s Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party either (a) gives the disclosing party reasonable notice prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent, or (b) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

7.6Governmental Approvals.  Licensee may, to the extent necessary, use and disclose the Confidential Information to secure governmental approval to clinically test or market a Licensed Product or Licensed Service, or, if applicable, to secure patent protection for an invention within the Patent Rights.  Licensee will, in any such event, take all reasonably available steps to maintain the confidentiality of the disclosed Confidential Information and to guard against any further disclosure.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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8.Representations and Warranties.

8.1Authority. Each of WU and Licensee represents and warrants to the other of them that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms, (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement, and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

8.2Compliance with Laws. Licensee represents and warrants that it will (a) use the Patent Rights, Tangible Research Property and Technical Information only to exploit the license rights granted in Sections 2.1, 2.2 and 2.3 in accordance with the provisions of this Agreement and with such laws, rules, regulations, government permissions and standards as may be applicable thereto in the Territory and in the Field, and (b) otherwise comply with all laws, rules, regulations, government permissions and standards as may be applicable to Licensee in the Territory with respect to the performance by Licensee of its obligations hereunder.

8.3Reports and Statements. Licensee warrants that all reports and/or statements provided by Licensee hereunder are true and correct and are certified true and correct by Licensee upon delivery to WU.

8.4Additional Warranties of Licensee.  Licensee represents and warrants that (a) it has obtained the insurance coverage required by Article 11 below, and (b) there is no pending litigation and no threatened claims against it that could impair its ability or capacity to perform and fulfill its duties and obligations under this Agreement.

8.5Additional Warranties of WU.  WU represents and warrants that (a) it has in place an intellectual property policy that provides for its ownership (subject to any rights retained by the U.S. government by operation of law) of the Patent Rights, Technical Information and Tangible Research Property; (b) as of the Effective Date, it has received no notice of any third party claims against WU challenging WU’s ownership or control of the Patent Rights, Technical Information and Tangible Research Property; and (c) it has obtained assignments from all WU inventors named in patent applications within the Patent Rights assigning to WU all their right, title and interest in and to the Patent Rights.

9.Application, Prosecution and Maintenance of Patent Rights.

9.1Patent Applications.  WU has the sole right to control the preparation, filing, prosecution, issue and maintenance of Patent Rights patents and applications.  Subject to compliance by Licensee of the terms and conditions of this Agreement (including, without limitation, Section 9.2 below),WU will (a) prosecute and maintain the applications and patents within the Patent Rights, and (b) prepare, file and prosecute additional applications within the Patent Rights as Licensee may reasonably request, in WU's name at Licensee’s sole cost and expense. WU will select qualified outside patent counsel and corresponding foreign associates reasonably acceptable to Licensee to prepare, file, prosecute and maintain U.S. patents/applications and foreign counterparts within the Patent Rights.  WU will consult with Licensee regarding the prosecution of Patent Rights patent applications including, without limitation, providing Licensee a reasonable opportunity to review and comment on proposed submissions to any patent office before the submission is filed.  WU will keep Licensee reasonably informed of the status of Patent Rights patents and applications by timely giving Licensee copies of significant communications relating to such Patent Rights that are received from any patent office or outside patent counsel of record or foreign associate.

9.2Costs and Expenses.  Subject to Section 9.3 below, Licensee agrees to reimburse WU for all reasonable costs and expenses incurred by WU in connection with the preparation, filing, prosecution, issue and/or maintenance of patents and applications within the Patent Rights both prior to the Effective Date on patent actions authorized by Licensee and anytime thereafter during the term of this Agreement provided WU provides Licensee notice of such fees before the date on which the applicable cost or expense is to be incurred by WU.  Licensee agrees to pay WU the amount of any such reimbursement within thirty (30) days after receipt by Licensee of documentation for any such costs and expenses, which WU may provide to Licensee from time-to-time.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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9.3Failure to Reimburse.  Licensee may elect not to reimburse WU for amounts due under Section 9.2 in respect to one or more Patent Rights patent and/or applications only by giving WU notice of such election at least thirty (30) days before the date on which the applicable cost or expense is to be incurred by WU (each an “Election Notice”).  For purposes of this Section 9.3, a cost or expense shall be deemed to be incurred by WU on the earlier of (a) the date WU actually pays the cost or expense, or (b) the date WU becomes obligated to pay the cost or expense (which, for example, shall be the date WU engages a third party to perform any service which gives rise to any such cost or expense).  Any such Election Notice shall specify the Patent Rights patents and/or applications to which such Election Notice relates (“Elected Patent Rights”).  In the event any Election Notice is given by Licensee, (a) the term “Patent Rights” shall be modified to exclude, as applicable, such Elected Patent Rights, (b) the term “Technical Information” shall be modified to exclude any research and development information, unpatented inventions, know-how, data, methods, and technical data and information no longer necessary for the exploitation of the license granted to the remaining Patent Rights, and (c) the term “Tangible Research Property” shall be modified to exclude any and all research tools and other personal property that WU may have provided to Licensee that is no longer necessary for the exploitation of the license granted to the remaining Patent Rights, in each instance as of the date the Election Notice is given.  Accordingly, and for the avoidance of doubt, as of the date the Election Notice is given, the license to the Elected Patent Rights, the applicable Technical Information and the applicable Tangible Research Property granted to Licensee under Sections 2.1, 2.2 and 2.3 above shall terminate, and WU shall be free, without any further obligation to Licensee whatsoever, to abandon the applications or patents subject to the Election Notice, or to continue prosecution or maintenance, for WU’s sole use and benefit, including a license to unrelated third parties, at WU’s option.  Licensee agrees to deliver to WU, along with any Election Notice, all Technical Information and Tangible Research Property to which such Election Notice relates.  For the avoidance of doubt, WU will not refund any amounts paid under Section 9.2 to WU prior to WU’s receipt of an Election Notice.

9.4Community of Interest.   The Parties desire to avail themselves to the maximum extent possible of all applicable legal privileges.  The Parties intend that information regarding the preparation, filing, prosecution and maintenance of the applications and patents within the Patent Rights (“Shared Information”) that would otherwise be subject to one or more legal privileges or protections is and shall be subject to those same privileges and protections despite the fact that it has been developed by or exchanged between or among them and/or their joint or independent counsel.  The Parties further intend that Shared Information is and shall be subject to the joint defense doctrine and common interest/community of interest doctrine as recognized in such cases as Hunydee v. United States, 355 F.2d 183 (9th Cir. 1965), Continental Oil Company v. United States, 330 F.2d 347 (9th Cir. 1964), In re University of California, 101 F.3d 1386 (Fed. Cir. 1996), and In re Spalding Sports Worldwide, Inc., 203 F.3d 800 (Fed. Cir. 2000), including the cases cited therein.  The Parties acknowledge that the legal privileges and protections pertaining to Shared Information are held jointly by all Parties, and that no individual Party is authorized to waive any such privilege or protection.  Further, this Agreement shall not affect the ethical, fiduciary or other obligations inherent in those attorney-client relationships other than to extend the cloak of confidentiality and privilege to the Shared Information as provided herein.  Each Party agrees that Shared Information obtained from another Party or developed jointly shall be used only for the preparation and prosecution of the Licensed Patents and for no other purpose.  Each Party agrees to keep Shared Information confidential, disclose Shared Information within each Party only to those individuals who have a business need to know the information and not to disclose Shared Information to any person or firm not a Party to this License Agreement.

10.Infringement, Enforcement, and Defense.

10.1Notice of Infringement.  Throughout the term of this Agreement, each of WU and Licensee agree to give the other prompt notice of (a) any known or suspected infringement of the Patent Rights or unauthorized use or disclosure of the Technical Information and/or Tangible Research Property in the Territory, and (b) any claim that a Licensed Product or Licensed Service infringes the intellectual property rights of a third party.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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10.2Patent Rights.

10.2.1. Enforcement.  Licensee, at its sole expense, will attempt to stop promptly any infringement of the Patent Rights in the Territory.    Upon receipt of WU’s written consent, such consent not to be unreasonably withheld, Licensee may initiate and prosecute actions in its own name or, if required by law, in WU’s name against third parties for infringement of the Patent Rights in the Territory through outside counsel of Licensee’s choice who are reasonably acceptable to WU.  Licensee shall consult with WU prior to and in conjunction with all significant issues, shall keep WU informed of all proceedings, and shall provide copies to WU of all pleadings, legal analyses, and other papers related to such actions.  WU will provide reasonable assistance to Licensee in prosecuting any such actions. If Licensee fails or declines to take any action under this Section 10.2.1 within a reasonable time after learning of the infringement of the Patent Rights, WU shall have the right (but not the obligation) to take appropriate actions including, without limitation, filing a lawsuit. Licensee will provide reasonable assistance to WU in prosecuting, resolving and/or settling any such actions In the event a third party alleged to have infringed the Patent Rights brings a declaratory judgment action against Licensee, Licensee may at its sole discretion decline to litigate the declaratory judgment action or initiate action for the alleged infringement in question.  Should Licensee decline to litigate a declaratory judgment action, WU shall have the right (but not the obligation) to defend Licensee and the Patent Rights at WU's sole expense and direction.  Licensee will provide reasonable assistance to WU in prosecuting, defending, resolving and/or settling such action. Nothing under this Section 10.2.1 shall be construed to require Licensee to initiate or prosecute an action for patent infringement against third parties.

10.2.2Restrictions on Settlement.  Notwithstanding anything in this Agreement to the contrary, Licensee may not, without the advanced written consent of WU, settle, compromise, or otherwise enter into any form of settlement (or other similar agreement) regarding any claim of action brought under Section 10.2.1 above that either (a) admits liability on the part of WU, (b) otherwise negatively affects the rights of WU or imposes any liability, restrictions or obligation upon WU, (c) requires any financial payment by WU, (d) concedes or otherwise portions the Territory and/or (e) grants rights or concessions to a third party to the Patent Rights, any Licensed Products, any Licensed Services.

10.2.3Proceeds.  If Licensee obtains any value, payment or compensation of any type or kind as a result of any claim brought pursuant to Section 10.2.1 above, such proceeds shall be distributed in accordance with the further provisions of this Section 10.2.3.  Licensee shall pay to WU a percentage of any and all proceeds equal to the Patent Royalty Rate.

10.3Technical Information.  WU shall have the exclusive right (but not the obligation) to institute legal action against any third party arising out of such third party’s actual or threatened infringement or misappropriation of the Technical Information, and WU shall retain any and all proceeds from any such actions.  Licensee shall have no right to make any demands or claims, bring suit, effect any settlements or take any other action with respect to any such infringement or misappropriation without the prior written consent of WU.

11.Indemnification.

11.1Notwithstanding anything else in this Agreement,  Licensee agrees to indemnify, reimburse and hold harmless WU, WU personnel, the principal investigator, WU’s Affiliates, and each of their respective present trustees, faculty, staff, employees, students, directors, officers, agents, successors and assigns (altogether the “WU Indemnitees”) from, for and against any and all judgments, settlements, losses, expenses, damages and/or liabilities (the “Losses”) and any and all court costs, attorneys’ fees, and expert witness fees and expenses (“Fees”) that a WU Indemnitee may incur from any and all allegations, claims, suits, actions or proceedings (the “Claims”) arising out of, relating to, or incidental to Licensee’s breach of this Agreement or its use, commercialization, or other exploitation of WU deliverables, whether by or through Licensee, and including all Claims for infringement, injury to business, personal injury and product liability, but excluding Losses, not Fees, to the extent they are adjudicated by a Court of competent jurisdiction to be caused by the gross negligence or willful misconduct of a WU Indemnitee.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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11.2 WU agrees to indemnify, reimburse and hold harmless Licensee, Licensee personnel, Licensee’s Affiliates, and its present staff, employees, directors, officers, agents, successors and assigns (together the “Licensee Indemnitees”) from, for and against any and all Losses and Fees that a Licensee Indemnitee may incur from any and all Claims by WU Indemnitees arising out of, relating to, or incidental to WU’s activities pursuant to this Agreement, including, without limitation, WU’s use, storage or handling of company property at WU.

11.3Obligations set forth in this section shall survive termination of this Agreement, shall continue even after assignment of rights and responsibilities, and shall not be limited by any provision of this Agreement outside this section.  A party seeking indemnification under this Agreement shall:  (a) give the indemnifying party prompt written notice of the Claim; (b) cooperate with the indemnifying party, at the indemnifying party’s expense, in connection with the defense and settlement of the Claim; and (c) not settle or compromise the Claim without the written consent of the indemnifying party, which shall not be unreasonably withheld.  An indemnifying  party may satisfy its duty to indemnify for Fees by accepting an irrevocable duty to defend the Claim on behalf of the Indemnitees without a reservation of rights, at which time the indemnifying party shall be entitled to conduct and direct the defense of Indemnitees against such Claim using attorneys of its own selection;  for all other Claims, the Indemnitee shall be entitled to conduct and direct its own defense and that of other Indemnitees using attorneys of its own selection with Fees subject to the indemnifying party’s ongoing obligation to indemnify for Fees.

12.Insurance.

Throughout the Term of this Agreement and for a period of five (5)  years thereafter, Licensee shall obtain and maintain comprehensive general liability and product liability insurance, naming WU as an additional insured, with carrier(s) having at least A.M. Best ratings/class sizes of A/VII and in the following minimum annual limits:  From the Effective Date until the date at least one day prior to the First Commercial Sale or clinical study: $2,000,000 per occurrence and $5,000,000 in the aggregate; and

From the date at least one day prior to the First Commercial Sale or clinical study: $5,000,000 per occurrence and $10,000,000 in the aggregate.

Licensee will provide WU with a certificate of insurance within thirty days of execution of this Agreement and annually thereafter.  The certificates must provide that Licensee’s insurer will notify WU in writing at least thirty (30) days prior to cancellation or material change in coverage.  The specified minimum insurance coverage and limits do not constitute a limitation on Licensee’s liability or obligation to indemnify or defend under this Agreement.

13.Term and Termination.

13.1Term.  The Term of this Agreement is defined in the Preamble and is subject to earlier termination as provided herein.

13.2Termination By Licensee.Licensee may terminate this Agreement without cause by (a) giving notice thereof to WU, and (b) paying WU, along with such notice, all amounts due and owing to WU under this Agreement as of the date of termination and a termination fee (“Termination Fee”).  Any such termination shall be effective on the date such notice is given along with the Termination Fee.  The Termination Fee shall be an amount equal to all amounts that would have come due under this Agreement (absent termination) under Sections 5.2, 5.4 and 5.5 above in the one hundred twenty (120) day period after the effective date of termination.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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13.3Termination by WU.  WU may terminate this Agreement by giving notice thereof to Licensee upon the occurrence of any one or more of the following events (in which event this Agreement shall terminate on the date such notice is given): (a) Licensee fails to meet any of the milestones set forth in the Development Plan and/or in Exhibit F on or before the times set forth in the Development Plan (regardless of whether Licensee has used its best efforts to do so) and fails to remedy such failure within sixty (60) days after WU gives Licensee notice of such failure, (b) Licensee breaches any other written agreement between Licensee and WU (and/or defaults in any obligation to WU outside the scope of this Agreement) and Licensee fails to remedy such breach (or default) within sixty (60) days after WU gives Licensee notice of, as applicable, such breach or default, (c) Licensee exercises, or attempts or offers to exercise, any rights with respect to the Patent Rights and/or the Technical Information outside the scope of the licenses granted to Licensee in Article 2 above,  (d) Licensee breaches any provision of Article 6 above, and/or (e) Licensee (i) becomes insolvent, bankrupt, or is otherwise unable to pay its debt(s) to WU by the due date(s), or  (ii) Licensee suffers the appointment of a receiver, receiver and manager, or administrative receiver of the whole or any part of its assets or undertaking, (iii) a resolution is passed, for its winding up (other than for the purpose of amalgamation or reconstruction),.

13.4Breach and Failure to Cure.  WU may terminate this Agreement by giving notice thereof to Licensee in the event Licensee commits a breach of any provision of this Agreement (other than a breach of the type contemplated by Section 13.3 above) and fails to cure such breach within sixty (60) days after the day that WU gives Licensee notice of such breach. Such termination shall be effective on the date such notice of termination is given.  Licensee may terminate this Agreement by giving notice thereof to WU in the event WU commits a breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after the day that Licensee gives notice to WU of such breach, and such termination shall be effective on the date such notice of termination is given.

13.5Duties Upon Expiration or Earlier Termination.  For the avoidance of doubt, on the date of expiration or earlier termination of this Agreement, all license rights granted to Licensee under Article 2 above shall terminate.  Licensee agrees to, promptly upon the expiration or earlier termination of this Agreement, deliver to WU all originals, copies, reproductions and summaries of all Tangible Research Property, Technical Information and Confidential Information, in each instance in the format in which it exists at the time of expiration or earlier termination of this Agreement, or in another mutually agreed format.  Within ten (10) days after the expiration or earlier termination of this Agreement for any reason whatsoever, Licensee agrees to deliver a written report to WU of all Licensed Products in inventory.  If this Agreement terminates before the expiration of the last-to-expire Patent Rights, then, upon the termination of this Agreement, Licensee agrees (a) to immediately discontinue the exportation of Licensed Products that were made in the Territory, (b) to immediately discontinue the manufacture, Sale and distribution of the Licensed Products in the Territory and the performance of Licensed Services in the Territory, (c) to immediately destroy all Licensed Products in inventory, and (d) not to manufacture, sell and/or distribute Licensed Products in the Territory until the expiration of applicable last-to-expire Patent Rights. If this Agreement expires, Licensee agrees to, within ten (10) days after the expiration of this Agreement, pay WU a royalty for the Licensed Products in inventory equal to the Royalty Rate of the then current market value of the Licensed Products in inventory.

13.6Effect of Expiration or Earlier Termination.   For the avoidance of doubt, the expiration or earlier termination of this Agreement shall not relieve Licensee of its obligation to account for and make payment to WU of any amount due hereunder including, without limitation, any royalties accrued during the Term of this Agreement and amounts under Section 9.2 and 13.2 above.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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14.Disclaimer and Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EVERYTHING PROVIDED BY WU UNDER THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE, MAY HAVE HAZARDOUS PROPERTIES, AND IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT, TRADEMARK, COPYRIGHT OR ANY OTHER THIRD-PARTY RIGHT. WU MAKES NO WARRANTIES REGARDING THE QUALITY, ACCURACY, COMMERCIAL VIABILITY OR ANY OTHER ASPECT OF ITS PERFORMANCE PURSUANT TO THIS AGREEMENT OR REGARDING THE PERFORMANCE, VALIDITY, SAFETY, EFFICACY OR COMMERCIAL VIABILITY OF ANYTHING PROVIDED BY WU UNDER THIS AGREEMENT. IN NO EVENT SHALL WU OR LICENSEE BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER IN BREACH OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. EXCEPT FOR THEIR RESPECTIVE INDEMNITY OBLIGATIONS, EACH OF WU’S AND LICENSEE’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE PAYMENTS MADE OR PAYMENTS DUE UNDER THIS AGREEMENT, RESPECTIVELY.

15.General Provisions.

15.1Import/Export Controls.  In performing their respective obligations under the Agreement, the Parties will comply with United States export control and asset control laws, regulations, and orders, as they may be amended from time to time, applicable to the export or re-export of goods or services, including software, processes, or technical data. Such regulations include without limitation the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”), and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control (collectively, “Export Control Laws”).  WU is not transferring any information or material outside of the United States under this Agreement and is providing no representation regarding the export control status or classification of any information or materials provided hereunder.

15.2Entire Agreement; Amendment.  This Agreement embodies the entire understanding of the parties and supersedes all other past and present communications and agreements relating to the subject matter. No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.

15.3Governing Law, Jurisdiction and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State Missouri, without regard to its rules or procedures involving conflicts of laws. All actions relating to this Agreement shall be brought exclusively in the United States District Court for the Eastern District of Missouri or the Circuit Court of St. Louis County, Missouri, if no federal subject matter jurisdiction exists.  The Parties irrevocably waive all present and future objections to personal jurisdiction, forum or venue in such courts.

15.4Survival.  Each provision of this Agreement that would by its nature or terms survive, shall survive any termination or expiration of this Agreement, regardless of the cause. Such provisions include, without limitation, Sections 7, 8, 10, 11, 12, and 14.

15.5Notices.  Notices pursuant to this Agreement shall be to the following contacts and are effective when sent if sent by a commercial carrier’s overnight delivery service or when received if sent otherwise:

Office of Technology Management

Attention: Director

Washington University in St. Louis

660 South Euclid Avenue, CB 8013

St. Louis, MO  63110

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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15.6Assignment.  This Agreement is binding upon and inures to the benefit of the Parties and their successors, but this Agreement may not be assigned by either party without the prior written consent of the other party.

15.7Construction.  The recitals and preamble to this Agreement, if any, are hereby incorporated as an integral part of this Agreement as if restated herein in full. Headings are included for convenience and reference only and are not incorporated as an integral part of this Agreement. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and as executed shall constitute one agreement, binding on both parties, even though both parties do not sign the same counterpart.

15.8Relationship of the Parties.  Each Party is an independent contractor and not a partner or agent of the other Party.  This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligation or liability upon either Party.  Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

15.9Severability.  If any provision in this Agreement is held invalid, illegal, or unenforceable in any respect, such holding shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if it had never contained the invalid, illegal, or unenforceable provisions.

15.10Remedies.  The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement, or to exercise any right or remedy under this Agreement will not be interpreted or construed as a waiver or relinquishment of that Party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.  All rights and remedies under this Agreement are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time.

15.11Use of Names.  Neither Party may use the trademarks or name of the other Party or its employees for any commercial, advertisement, or promotional purposes without the prior written consent of the other with WU acting through an authorized corporate officer. If either party is required by law, governmental regulation, or its own authorship or conflict of interest policies to disclose its relationship with the other Party, including, but not limited to, in SEC filings, scientific publications or grant submissions, it shall provide the other Party with a copy of the disclosure.

15.12Force Majeure.  Neither WU nor Licensee will be liable for failure of or delay in performing obligations set forth in this Agreement, and neither will be deemed in breach of its obligations, other than for Payments, if such failure or delay is due to natural disasters or other causes reasonably beyond the control of a Party and reasonable notice of the delay is provided to the other Party.

15.13WU Personnel.  Licensee agrees that for all WU faculty or staff members who serve Licensee in the capacity of consultant, officer, employee, board member, advisor, or otherwise through a personal relationship with Licensee (a “Consultant”) (i) such Consultant shall serve the Licensee in his or her individual capacity, as an independent contractor, and not as an agent, employee or representative of WU; (ii) WU exercises no authority or control over such Consultant while acting in such capacity; (iii) WU receives no benefit from such activity; (iv) neither Licensee nor the Consultant may use WU resources in the course of such service; (v) WU makes no representations or warranties regarding such service and otherwise assumes no liability or obligation in connection with any such work or service undertaken by such Consultant; and (vi) any breach, error, or omission by a Consultant acting in the capacity set forth in this paragraph shall not be imputed or otherwise attributed to WU, and shall not constitute a breach of this Agreement by WU.

15.14Further Acts.  Each party shall, at the reasonable request of the other, execute and deliver to the other such instruments and/or documents and shall take such actions as may be required to more effectively carry out the terms of this Agreement.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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15.15 Impact on Tax-Exempt Status.  WU advises (a) that it is exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, (b) that maintenance of such exempt status is of critical importance to WU and to its members, and (c) that WU has entered into this Agreement with the expectation that there will be no adverse impact on its tax exempt status. As such, and if it becomes necessary, the parties agree to amend, modify or reform this Agreement as necessary (i) in order to ensure that there is no material adverse impact on WU's tax exempt status, and (ii) in a manner that preserves the economic terms of the Agreement as such are set forth in this Agreement.

The signatures of the undersigned indicate that they have read, understand and agree with the terms of this Agreement and have the authority to execute this Agreement on behalf of their represented Party and to bind their Party to all the terms of this Agreement.

WASHINGTON UNIVERSITY

By:____________________________________

Title:________________________________

LICENSEE

By:____________________________________

Title:_________________________________

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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Exhibit A

Initial Development Plan

(a) a definition and/or specification of each Licensed Product/Service planned for development,

Field 1	[*]
Field 2	[*]
Field 3	[*]
Field 4	[*]
Field 5	[*]

(b) the tasks to be performed by Licensee, its contractors to develop each Licensed Product to the point of commercialization, including estimated time schedules for specific tasks such as prototype development, beta testing, trials, product development, and market surveys and testing;

Product Development

[*]

Product Profile, Commercial Viability and Impact on Plan

[*]

Clinical Plan

Nicotinamide Riboside	[*]	[*]	[*]
Nicotinamide Riboside	[*]	[*]	[*]
Nicotinamide Riboside	[*]	[*]	[*]
Nicotinamide Riboside	[*]	[*]	[*]
Nicotinamide Riboside	[*]	[*]	[*]
Nicotinamide Riboside	[*]	[*]	[*]

[*]  Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portion.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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(c) the tasks to be performed to achieve regulatory approval or other certification of each Licensed Product/Service, including estimated time schedules for each;

Regulatory Plan

[*]

(d) the identification of the primary country(ies) in which the Licensed Product(s)Service(s) will be sold and a good faith estimate of time of First Commercial Sale in the primary country(ies); and

Country Roll out
[*]	[*]	2013
[*]	[*]	2015
[*]	[*]	2016
[*]	[*]	2016
[*]	[*]	2017

Company Sales (USD)			Q3 2013	Q4 2013	1H 2014	2H 2014	1H 2015
Field 1	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
Field 2	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
Field 3	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
Field 4	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
		Total	$[*]	$[*]	$[*]	$[*]	$[*]

Company Sales (USD)			2H 2015	1H 2016	2H 2016	1H 2017	2H 2017
Field 1	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
Field 2	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
Field 3	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
Field 4	[*]		$[*]	$[*]	$[*]	$[*]	$[*]
		Total	$[*]	$[*]	$[*]	$[*]	$[*]

(e) good faith estimates of Sales and income by Calendar Half for the next five calendar years including the first calendar year or partial calendar year following the Effective Date.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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Exhibit B

Tangible Research Properties

[*]

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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Exhibit C

Technical Information

[*]

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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Exhibit D

Sublicense Agreement Provisions

Sublicensee agrees to indemnify and hold harmless WU Indemnitees to the same extent and under terms no less favorable to WU Indemnitees as Licensee’s obligations under Article 11 of this Agreement.

Sublicensee agrees to maintain insurance for WU’s benefit to the same extent and under terms no less favorable to WU as Licensee’s obligations under Article 12 of this Agreement.

Sublicensee agrees to maintain books and records and allow audits for WU’s benefit to the same extent and under terms no less favorable to WU as Licensee’s obligations under this Agreement.

If Licensee enters bankruptcy or receivership, voluntarily or involuntarily, sublicensing revenue then or thereafter due to Licensee will, upon notice from WU to any Sublicensee, become directly due and owing to WU for the account of Licensee.  WU will remit to Licensee any amounts received that exceed the sum actually owed by Licensee to WU.

Washington University is a third party beneficiary of this Sublicense Agreement.  Accordingly, Washington University may enforce this Agreement against Sublicensee to the same extent as the Sublicensor.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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Exhibit E

Patent Rights

Application Type	Country	Application Number		Patent Number		Status
PCT	PCT	PCT/US2005/019524				Converted
Provisional	United States		60/577,233			Converted
Provisional	United States		60/641,330			Converted
Non-provisional application	United States		11/144,358		7,776,326	Granted
FOR - Foreign	EPO		5790283.5			Pending
FOR - Foreign	China	China 200580018114.8		ZL200580018114.8		Granted
Provisional	United States		60/886,854			Converted
PCT	PCT	PCT/US08/01085				Converted
FOR - Foreign	Canada		2676609			Pending
FOR - Foreign	Mexico	MX/A/2009/008022				Pending
Non-provisional application	United States		12/524,718			Pending
Divisional	United States		12/790,722			Pending

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

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Exhibit F

Diligence Milestones

Market	Milestone	Timing
Field 1 [*]	[*]	[*]
	[*]	[*]
	[*]	[*]
	[*]	[*]
Field 2 [*]	[*]	[*]
	[*]	[*]
Field 3 [*]	[*]	[*]
	[*]	[*]
	[*]	[*]
Field 4 [*]	[*]	[*]
	[*]	[*]
Field 5 [*]	[*]	[*]

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer

Pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended

I, Frank L. Jaksch Jr., 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 15a-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 registrant’s board of directors (or persons performing the equivalent function):

(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 10, 2013

/s/ FRANK L. JAKSCH JR.

Frank L. Jaksch Jr.

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer

Pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended

I, Thomas C. Varvaro, 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 15a-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 registrant’s board of directors (or persons performing the equivalent function):

(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 10, 2013

/s/ THOMAS C. VARVARO

Thomas C. Varvaro

Chief Financial Officer

EX-32.1

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 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Frank L. Jaksch Jr., Chief Executive Officer of the Company, and Thomas C. Varvaro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that, 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; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:  May 10, 2013

/s/ FRANK L. JAKSCH JR.

Frank L. Jaksch Jr.

Chief Executive Officer

/s/ THOMAS C. VARVARO

Thomas C. Varvaro

Chief Financial Officer

XML

Employee Share Based Compensation (Details Narrative) (USD $)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
GeneralAndAdministrativeExpense [Member]
Recognized share based compensation expense (income)	$ 286,534	$ (296,135)
Options [Member]
Expiration dates for stock options not exceeds	10 years
Authorized stock options	20.00%
Remaining amount available for issuance	6,232,513
Unrecognized compensation expense	2,201,293
Cost is expected to be recognized over a weighted average period	P2Y4M20D
Realized tax benefit from stock options	0
ServicePeriodBasedStockOptions [Member]
Closing stock price	$ 0.71
Weighted average fair value of options granted	$ 0.22	$ 0.31
Fair value of options exercised	2,437
PerformanceShares [Member]
Closing stock price	$ 0.71
Weighted average fair value of options granted	$ 0.22
Restricted Stock [Member]
Unrecognized compensation expense	$ 0

XML

Management's Plans for Continuing Operations (Details Textuals) (USD $)	3 Months Ended
	Mar. 30, 2013
Management's Plans for Continuing Operations
Net profit	$ 1,468,525
Gain on sale of BluScience	2,891,917
Operating loss exclusive of Gain on Sale of assets to BluScience	(1,416,485)
Share based compensation expense	351,590
Operating loss from BluScience	192,399
Additional proceeds expected in 2013 from sale of BluScience	1,333,334
Warrants outstanding	4,389,281
Exercise price	$ 0.21
Additional proceeds expected from warrant exercise	$ 921,749

XML

Note Receivable (Details Narrative) (NeutriSci [Member], USD $)	3 Months Ended
	Mar. 30, 2013
NeutriSci [Member]
Secured note	$ 2,500,000
Installment payment	416,667
Note discount	129,111
Discounted value	2,370,889
Book value of note	2,371,569
Interest receivable	680
Series I Conversion rate per share	$ 4.00
Note receivable, current portion	1,210,407
Note receivable, long-term portion	$ 1,161,162

XML

Non-Employee Share-Based Compensation (Tables)

3 Months Ended

Mar. 30, 2013

Non-Employee Share-Based Compensation Tables

Non-Employee stock options

The following table summarizes activity of stock options granted to non-employees at March 30, 2013 and changes during the three months then ended:

			Weighted Average
					Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Outstanding at December 29, 2012		1,097,300	$	1.23
Options Granted		-		-
Options Exercised		-		-
Options Forfeited		-		-
Outstanding at March 30, 2013		1,097,300	$	1.23		5.01	$	59,200
Exercisable at March 30, 2013		1,096,675	$	1.23		5.01	$	59,069

XML

Warrants (Details) (USD $)	Mar. 30, 2013
PrivatePlacementEquityOffering2008Member
Warrants outstanding and exercisable
Weighted Average Exercise Prices	$ 3.00
Number Outstanding And Exercisable At March 30, 2013	937,114
Weighted Average Remaining Contractual Life	2 months 3 days
PrivatePlacementEquityOffering2010Member
Warrants outstanding and exercisable
Weighted Average Exercise Prices	$ 0.21
Number Outstanding And Exercisable At March 30, 2013	4,389,281
Weighted Average Remaining Contractual Life	1 month 21 days
PlacementAgentCommission2012Member
Warrants outstanding and exercisable
Weighted Average Exercise Prices	$ 0.85
Number Outstanding And Exercisable At March 30, 2013	285,000
Weighted Average Remaining Contractual Life	1 year 4 months 3 days
NonEmployeeAward2010Member
Warrants outstanding and exercisable
Weighted Average Exercise Prices	$ 0.75
Number Outstanding And Exercisable At March 30, 2013	250,000
Weighted Average Remaining Contractual Life	1 year 4 months 9 days
TotalMember
Warrants outstanding and exercisable
Weighted Average Exercise Prices	$ 0.71
Number Outstanding And Exercisable At March 30, 2013	5,861,395
Weighted Average Remaining Contractual Life	3 months 3 days

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Employee Share-Based Compensation (Details 2) (PerformanceShares [Member], USD $)	3 Months Ended
	Mar. 30, 2013
PerformanceShares [Member]
Summary of performance based stock option activity- Shares
Outstanding at December 29, 2012	145,834
Options Granted	200,000
Options Exercised
Options Expired
Options Forfeited	(45,834)
Outstanding at March 30, 2013	300,000
Exercisable at March 30, 2013	45,834
Weighted Average Exercise Price
Outstanding at December 29, 2012	$ 1.59
Options Granted	$ 0.63
Options Exercised
Options Expired
Options Forfeited	$ 1.59
Outstanding at March 30, 2013	$ 0.95
Exercisable at March 30, 2013	$ 1.59
Weighted Average Remaining Contractual Term
Outstanding at March 30, 2013	9 years 3 months
Exercisable at March 30, 2013	8 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding at March 30, 2013	$ 16,000
Exercisable at March 30, 2013

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Subsequent Events (Details Narrative) (USD $)	1 Months Ended
	May 09, 2013
Subsequent Events [Abstract]
Warrants exercised	2,314,283
Exercise price per share, warrant	$ 0.21
Proceeds from exercise of warrants	$ 485,999
Options exercised	250,000
Exercise price per share, option	$ 0.50
Proceeds from exercise of options	$ 125,000

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Nature of Business and Significant Accounting Policies

3 Months Ended

Mar. 30, 2013

Nature Of Business And Significant Accounting Policies

Note 2. Nature of Business and Significant Accounting Policies [Text Block]

Nature of business:  The Company is a natural products company that provides proprietary, science-based solutions and ingredients to the dietary supplement, food and beverage, animal health, cosmetic and pharmaceutical industries. The Company supplies ingredients, phytochemical reference standards and related phytochemical products and services. On December 3, 2012, the Company acquired Spherix Consulting, Inc. (“Spherix”), which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks.  The Company provides these products and services at various terms.

Basis of presentation:  The financial statements and accompanying notes 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. The Company's fiscal year ends on the Saturday closest to December 31, and the Company’s normal fiscal quarters end on the Saturday 13 weeks after the last fiscal year end or fiscal quarter end.  Every fifth or sixth fiscal year, the inclusion of an extra week occurs due to the Company’s floating year-end date.  The fiscal year 2014 will include 53 weeks instead of the normal 52 weeks.

Trade accounts receivable:  Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on monthly and quarterly reviews of all outstanding amounts.  Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.  The allowances for doubtful accounts for the periods ended March 30, 2013 and December 29, 2012 were $18,000 and $450,000, respectively.  Of the allowance amount of $450,000 for the period ended December 29, 2012, $433,000 represents a hold on the receivables placed by a retailer that carried our BluScience retail consumer line.  The hold was placed by the retailer as an offset in the event of future returns of our products and the hold was treated as a reduction of revenue. On March 28, 2013, we sold the BluScience retail consumer line to NeutriSci International Inc. (“NeutriSci”) and the related trade accounts receivable including the allowance have been transferred to NeutriSci. Trade accounts receivable are written off when deemed uncollectible.  Recoveries of trade accounts receivable previously written off are recorded when received.

Inventories:  Inventories are comprised of raw materials, work-in-process and finished goods.  They are stated at the lower of cost, determined by the first-in, first-out method (FIFO) method, or market.  The inventory on the balance sheet is recorded net of valuation allowances of $217,000 and $366,000 for the periods ended March 30, 2013 and December 29, 2012, respectively.  Labor and overhead has been added to inventory that was manufactured or characterized by the Company.  On March 28, 2013, the Company sold the BluScience retail consumer line to NeutriSci and related dietary supplements inventory have been transferred to NeutriSci.  The amounts of major classes of inventory as of March 30, 2013 and December 29, 2012 are as follows:

	March 30, 2013		December 29, 2012
Reference standards	$	1,598,277	$	1,614,755
Bulk ingredients		192,175		432,230
Dietary supplements – raw materials		-		401,809
Dietary supplements – work in process		-		465,253
Dietary supplements – finished goods		-		2,657,257
		1,790,452		5,571,304
Less valuation allowance		217,000		366,000
	$	1,573,452	$	5,205,304

Earnings per share: Potentially dilutive common shares consist of the incremental common shares issuable upon the exercise of common stock options and warrants for all periods.   For the three-month period ended March 31, 2012, the basic and diluted shares reported are equal because the common share equivalents are anti-dilutive due to the net loss. Below is a tabulation of the potentially dilutive securities that were “in the money” for the three- month periods ended March 30, 2013 and March 31, 2012.

	Three Months Ended
	March 30, 2013		March 31, 2012
Basic weighted average common shares outstanding		94,626,120		84,706,196
Warrants and options in the money, net		3,298,337		6,583,163
Weighted average common shares outstanding assuming dilution		97,924,457		91,289,359

Total warrants and options that were not “in the money” at March 30, 2013 and March 31, 2012 were 12,338,106 and 18,579,518, respectively.

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Warrants (Details Narrative) (USD $)	3 Months Ended
	Mar. 30, 2013
Warrants Details Narrative
Proceeds from exercise of warrants	$ 716,999
exercise of warrants, shares	3,414,283
Exercise price of warrant	$ 0.21
Warrants expired	781,236
Exercise price of warrants expired	$ 3

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Nature of Business and Significant Accounting Policies (Details 1)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
Earnings per share
Basic weighted average common shares outstanding	94,626,120	84,706,196
Warrants and options in the money, net	3,298,337	6,583,163
Weighted average common shares outstanding assuming dilution	97,924,457	91,289,359

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Nature of Business and Significant Accounting Policies (Details) (USD $)	Mar. 30, 2013	Dec. 29, 2012
Inventories
Reference standards	$ 1,598,277	$ 1,614,755
Bulk ingredients	192,175	432,230
Dietary supplements - raw materials		401,809
Dietary supplements - work in process		465,253
Dietary supplements - finished goods		2,657,257
Inventory-gross	1,790,452	5,571,304
Less valuation allowance	217,000	366,000
Inventory-net	$ 1,573,452	$ 5,205,304

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Business Segmentation (Details) (USD $)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
Gross Sales	$ 2,980,252	$ 4,051,144
Promotions, discounts and returns	(645,686)	(2,266,138)
Net sales	2,334,566	1,785,006
Cost of sales	1,661,726	2,389,220
Gross profit	672,840	(604,214)
Sales and marketing	729,424	1,858,662
General and Administrative	1,359,901	1,961,912
Gain on sale of assets	(2,891,917)
Operating expenses	(802,592)	3,820,574
Operating income (loss)	1,475,432	(4,424,788)
CoreStandardsContractServices [Member]
Gross Sales	2,177,355	1,871,718
Promotions, discounts and returns	(25,842)	(16,970)
Net sales	2,151,513	1,854,748
Cost of sales	1,513,983	1,346,622
Gross profit	637,530	508,126
Sales and marketing	596,777	474,944
General and Administrative
Gain on sale of assets
Operating expenses	596,777	474,944
Operating income (loss)	40,753	33,182
RetailDietarySupp [Member]
Gross Sales	557,111	2,179,426
Promotions, discounts and returns	(617,396)	(2,249,168)
Net sales	(60,285)	(69,742)
Cost of sales	955	1,042,598
Gross profit	(61,240)	(1,112,340)
Sales and marketing	131,159	1,383,718
General and Administrative
Gain on sale of assets	(2,891,917)
Operating expenses	(2,760,758)	1,383,718
Operating income (loss)	2,699,518	(2,496,058)
ScientificRegulatory [Member]
Gross Sales	245,786
Promotions, discounts and returns	(2,448)
Net sales	243,338
Cost of sales	146,788
Gross profit	96,550
Sales and marketing	1,488
General and Administrative
Gain on sale of assets
Operating expenses	1,488
Operating income (loss)	95,062
OtherSegment [Member]
Gross Sales
Promotions, discounts and returns
Net sales
Cost of sales
Gross profit
Sales and marketing
General and Administrative	1,359,901	1,961,912
Gain on sale of assets
Operating expenses	1,359,901	1,961,912
Operating income (loss)	$ (1,359,901)	$ (1,961,912)

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Nature of Business and Significant Accounting Policies (Details Narrative) (USD $)	Mar. 30, 2013	Dec. 29, 2012
Nature Of Business And Significant Accounting Policies Details Narrative
Inventory valuation allowances	$ 217,000	$ 366,000
Not in the money warrants and options	12,338,106	18,579,518
Hold on receivable amount		433,000
Allowance for doubtful accounts	$ 18,000	$ 450,000

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Gain on Sale of Assets (Details) (USD $)	Mar. 28, 2013
Assets transferred
Trade receivables, less allowance for returns	$ (16,984)
Inventories	3,467,530
Prepaid expenses and other assets	76,131
Total assets transferred	3,526,677
Liabilities transferred
Accounts payable	368,873
Total liabilities transferred	368,873
Total net assets transferred	3,157,804
Consideration received
Cash	500,000
Non-trade receivable	500,000
Note receivable (See Note 4)	2,370,889
Long-term equity investment	2,678,832
Total consideration received	6,049,721
Difference recognized as gain on sale	$ 2,891,917

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Interim Financial Statements

3 Months Ended

Mar. 30, 2013

Interim Financial Statements

Note 1. Interim Financial Statements [Text Block]

The accompanying financial statements of ChromaDex Corporation (the “Company”) and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc. and Spherix Consulting, Inc. include all adjustments, consisting of normal recurring adjustments and accruals, that, in the opinion of the management of the Company, are necessary for a fair presentation of our financial position as of March 30, 2013 and results of operations and cash flows for the three months ended March 30, 2013 and March 31, 2012. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 29, 2012 appearing in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2013. Operating results for the three months ended March 30, 2013 are not necessarily indicative of the results to be achieved for the full year ending on December 28, 2013.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

The balance sheet at December 29, 2012 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

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Gain on Sale of Assets (Details Narrative) (NeutriSci [Member], USD $)	3 Months Ended
	Mar. 30, 2013
NeutriSci [Member]
Sale transaction value	$ 6,000,000
Deposit	250,000
Closing payment	250,000
Additional payment	500,000
Secured note	2,500,000
Convertible shares	625,000
Quarterly installment	$ 416,667
Series I preferres shares issued	669,708
Series I conversion into Class A Common Shares	2,678,832
Class A common percent of deemed shares	19.00%
Class A price per share	$ 1.00
Royalty due to company on future net sales, rate	6.00%

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Non-Employee Share-Based Compensation (Details) (USD $)	3 Months Ended
	Mar. 30, 2013
Non-Employee Share-Based Compensation- Shares
Outstanding at December 29, 2012	1,097,300
Options Granted
Options Exercised
Options Forfeited
Outstanding at March 30, 2013	1,097,300
Exercisable at March 30, 2013	1,096,675
Weighted Average Exercise Price
Outstanding at December 29, 2012	$ 1.23
Options Granted
Options Exercised
Options Forfeited
Outstanding at March 30, 2013	$ 1.23
Exercisable at March 30, 2013	$ 1.23
Weighted Average Remaining Contractual Term
Outstanding at March 30, 2013	5 years 6 months 4 days
Exercisable at March 30, 2013	5 years 6 months 4 days
Aggregate Intrinsic Value
Outstanding at March 30, 2013	$ 59,200
Exercisable at March 30, 2013	$ 59,069

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Mar. 30, 2013	Dec. 29, 2012
Current Assets
Cash	$ 966,576	$ 520,000
Trade receivables, less allowance for doubtful accounts and returns March 30, 2013 $18,000; December 29, 2012 $450,000	986,370	1,940,539
Non-trade receivable	500,000
Note receivable, current	1,210,407
Inventories	1,573,452	5,205,304
Prepaid expenses and other assets	453,198	261,297
Total current assets	5,690,003	7,927,140
Leasehold Improvements and Equipment, net	980,792	936,426
Other Noncurrent Assets
Deposits	35,424	34,773
Note receivable, less current	1,161,162
Long-term equity investment	2,678,832
Intangible assets, net	171,218	136,182
Total other noncurrent assets	4,046,636	170,955
Total assets	10,717,431	9,034,521
Current Liabilities
Accounts payable	2,376,208	3,428,233
Accrued expenses	789,408	876,158
Current maturities of capital lease obligations	98,841	77,259
Customer deposits and other	314,468	310,267
Deferred rent, current	66,772	71,042
Total current liabilities	3,645,697	4,762,959
Capital lease obligations, less current maturities	218,952	148,374
Deferred rent, less current	118,508	129,859
Stockholders' Equity
Common stock, $.001 par value; authorized 150,000,000 shares; issued and outstanding March 30, 2013 96,007,883 and December 29, 2012 92,140,062 shares	96,008	92,140
Additional paid-in capital	34,886,353	33,617,801
Accumulated deficit	(28,248,087)	(29,716,612)
Total stockholders' equity	6,734,274	3,993,329
Total liabilities and stockholders' equity	$ 10,717,431	$ 9,034,521

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Business Segmentation (Details2) (USD $)	Mar. 30, 2013	Dec. 29, 2012
Total assets	$ 10,717,431	$ 9,034,521
CoreStandardsContractServices [Member]
Total assets	3,218,208	3,542,355
RetailDietarySupp [Member]
Total assets		4,331,866
ScientificRegulatory [Member]
Total assets	201,898	72,573
OtherSegment [Member]
Total assets	$ 7,297,325	$ 1,087,727

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
Cash Flows From Operating Activities
Net income (loss)	$ 1,468,525	$ (4,431,853)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation of leasehold improvements and equipment	79,184	85,422
Amortization of intangibles	4,964	3,391
Share-based compensation expense	351,590	65,987
Gain on sale of assets	(2,891,917)
Loss from disposal of equipment		1,879
Interest added to note receivable	(680)
Changes in operating assets and liabilities:
Trade receivables	971,153	(676,991)
Inventories	164,322	(1,145,295)
Prepaid expenses and other assets	(86,181)	519,481
Accounts payable	(683,152)	816,215
Accrued expenses	(72,190)	101,229
Customer deposits and other	4,201	20,109
Deferred rent	(15,621)	(15,811)
Net cash used in operating activities	(705,802)	(4,656,237)
Cash Flows From Investing Activities
Purchases of leasehold improvements and equipment	(7,428)	(4,714)
Purchase of intangible assets	(40,000)	(2,000)
Proceeds from sale of assets	500,000
Net cash provided by (used in) investing activities	452,572	(6,714)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net of issuance costs		10,070,238
Proceeds from exercise of stock options	6,769
Proceeds from exercise of warrants	716,999
Principal payments on capital leases	(23,962)	(22,260)
Net cash provided by financing activities	699,806	10,047,978
Net increase in cash	446,576	5,385,027
Cash Beginning of Period	520,000	420,152
Cash Ending of Period	966,576	5,805,179
Supplemental Disclosures of Cash Flow Information
Cash payments for interest	7,791	8,264
Supplemental Schedule of Noncash Investing Activity
Capital lease obligation incurred for the purchase of equipment	116,122	50,786
Supplemental Schedule of Noncash Share-based Compensation
Stock awards issued for services prior to the period	14,560
Changes in stock and warrant awards issued for future services	182,502
Supplemental Schedule of Noncash Activities Related to Sale of BlueScience Consumer Product Line
Assets transferred	3,526,677
Liabilities transferred	368,873
Consideration received, net of $500,000 cash proceeds	$ 5,549,721

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Employee Share-Based Compensation (Details) (Options [Member])	3 Months Ended
	Mar. 30, 2013
Options [Member]
Volatility	32.64%
Expected dividends	0.00%
Expected term	6 years 1 month 6 days
Risk-free rate	1.13%

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Gain on Sale of Assets (Tables)

3 Months Ended

Mar. 30, 2013

Gain On Sale Of Assets

Gain on sale of assets

	March 28, 2013
Assets transferred
Trade receivables, less allowance for returns	$	(16,984	)
Inventories		3,467,530
Prepaid expenses and other assets		76,131
Total assets transferred		3,526,677
Liabilities transferred
Accounts payable		368,873
Total liabilities transferred		368,873
Total net assets transferred	$	3,157,804
Consideration received
Cash	$	500,000
Non-trade receivable		500,000
Note receivable (See Note 4)		2,370,889
Long-term equity investment		2,678,832
Total consideration received	$	6,049,721
Difference recognized as gain on sale	$	2,891,917

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Employee Share-Based Compensation (Details 1) (ServicePeriodBasedStockOptions [Member], USD $)	3 Months Ended
	Mar. 30, 2013
ServicePeriodBasedStockOptions [Member]
Number of Shares
Outstanding at December 29, 2012	12,202,558
Options Granted	230,000
Options Exercised	(13,538)
Options Expired	(75,000)
Options Forfeited	(112,530)
Outstanding at March 30, 2013	12,231,490
Exercisable at March 30, 2013	5,096,949
Weighted Average Exercise Price
Outstanding at December 29, 2012	$ 1.08
Options Granted	$ 0.63
Options Exercised	$ 0.50
Options Expired	$ 0.50
Options Forfeited	$ 1.37
Outstanding at March 30, 2013	$ 1.08
Exercisable at March 30, 2013	$ 1.26
Weighted Average Remaining Contractual Term
Outstanding at March 30, 2013	8 years 1 month 2 days
Exercisable at March 30, 2013	6 years 4 months 27 days
Aggregate Intrinsic Value
Outstanding at March 30, 2013	$ 217,915
Exercisable at March 30, 2013	$ 113,085

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Employee Share-Based Compensation (Tables)

3 Months Ended

Mar. 30, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Weighted average assumptions of stock options granted

The table below outlines the weighted average assumptions for options granted to employees during the three months ended March 30, 2013.

Three Months Ended March 30, 2013
Volatility		32.64	%
Expected dividends		0.00	%
Expected term	6.1 years
Risk-free rate		1.13	%

Service Period Based Stock Options

The following table summarizes service period based stock options activity at March 30, 2013 and changes during the three months then ended:

				Weighted Average
						Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 29, 2012		12,202,558		$	1.08
Options Granted		230,000			0.63
Options Exercised		(13,538	)		0.50
Options Expired		(75,000	)		0.50
Options Forfeited		(112,530	)		1.37
Outstanding at March 30, 2013		12,231,490		$	1.08		8.09	$	217,915
Exercisable at March 30, 2013		5,096,949		$	1.26		6.41	$	113,085

Performance Based Stock Options

The following table summarizes performance based stock options activity at March 30, 2013 and changes during the three months then ended:

				Weighted Average
						Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 29, 2012		145,834		$	1.59
Options Granted		200,000			0.63
Options Exercised		-			-
Options Expired		-			-
Options Forfeited		(45,834	)		1.59
Outstanding at March 30, 2013		300,000		$	0.95		9.25	$	16,000
Exercisable at March 30, 2013		45,834		$	1.59		8.10	$	-

Restricted stock awards granted to employees

The following table summarizes activity of restricted stock awards granted to employees at March 30, 2013 and changes during the three months then ended:

			Weighted Average
			Award-Date
	Shares		Fair Value
Unvested shares at December 29, 2012		500,000	$	0.69
Granted		-		-
Vested		-		-
Forfeited		-		-
Unvested shares at March 30, 2013		500,000	$	0.69
Expected to Vest as of March 30, 2013		500,000	$	0.69

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Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
Statement of Cash Flows [Abstract]
Cash proceeds	$ 500,000

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 30, 2013	Dec. 29, 2012
Statement of Financial Position [Abstract]
Trade receivables, less allowance for doubtful accounts and returns	$ 18,000	$ 450,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	96,007,883	92,140,062
Common Stock, Shares, Outstanding	96,007,883	92,140,062

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Managements Plans for Continuing Operations

3 Months Ended

Mar. 30, 2013

Managements Plans For Continuing Operations

Note 10. Managements Plans for Continuing Operations

The Company has earned a net profit of $1,468,525 for the three-month period ended March 30, 2013.  This profit for the three-month period ended March 30, 2013 is mainly due to gain of $2,891,917 on sale of BluScience consumer product line to NeutriSci.

Without the gain on sale of BluScience consumer product line, the Company incurred an operating loss of $1,416,485 for the three-month period ended March 30, 2013.  One of the factors that contributed to this loss is share-based compensation expense.  Our share-based compensation expense totaled $351,590 for the three months ended March 30, 2013.  In addition to the stock options granted to employees, the Company has been awarding shares of its common stock to non-employees as compensation of the services provided.  We also incurred an operating loss of $192,399 from BluScience operations, without the gain on sale of BluScience consumer production line.  Increase in trade accounts receivable allowance for possible future returns was the main reason for the loss from BluScience operations as the increase in allowance was treated as a reduction of revenue.  Another factor that contributed to the loss is the investment in additional personnel and marketing expenses to implement its business plan to expand the line of proprietary ingredients.  This has resulted in higher selling, marketing and patent related expenses compared to prior years.  Management has also implemented additional strategic operational structure changes, which it believes, will allow the Company to achieve profitability with future growth without incurring significant additional overhead costs.   Management’s anticipation of future growth is largely related to the demand of the line of proprietary ingredients offered by the Company.

By curtailing certain expenditures, management believes it will be able to support operations of the Company with its current cash and cash from operations through December, 2013.  In addition, from the sale of BluScience consumer product line, the Company expects to receive additional $1,333,334 from NeutriSci prior to December, 2013.  Also, as of March 30, 2013, the Company has 4,389,281 warrants outstanding with an exercise price of $0.21 per share.  Assuming the full exercise of the outstanding warrants for cash, the Company would receive additional proceeds of $921,749.   There can be no assurance that the holders of these warrants will exercise any of the outstanding warrants for cash, and the Company will not receive any proceeds from any of the outstanding warrants until they are exercised.

If the Company determines that it shall require additional financing to further enable it to achieve its long-term strategic objectives, there can be no assurance that such financing will be available on terms favorable to it or at all.  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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Document and Entity Information	3 Months Ended
	Mar. 30, 2013	May 09, 2012
Document And Entity Information
Entity Registrant Name	ChromaDex Corp.
Entity Central Index Key	0001386570
Document Type	10-Q
Document Period End Date	Mar. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-28
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		99,072,166
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Income Taxes

3 Months Ended

Mar. 30, 2013

Income Taxes

Note 11. Income Taxes

At March 30, 2013 and December 29, 2012, the Company maintained a full valuation allowance against the entire net deferred income tax balance after considering relevant factors, including recent operating results, the likelihood of the utilization of net operating loss tax carry forwards, and the ability to generate future taxable income.  The Company expects to maintain a full valuation allowance on its entire net deferred tax assets in 2013, resulting in an effective tax rate of zero for the three months ended March 30, 2013.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
Income Statement [Abstract]
Sales	$ 2,334,566	$ 1,785,006
Cost of sales	1,661,726	2,389,220
Gross profit (loss)	672,840	(604,214)
Operating expenses:
Sales and marketing	729,424	1,858,662
General and administrative	1,359,901	1,961,912
Gain on sale of assets (Note 3)	(2,891,917)
Operating expenses	(802,592)	3,820,574
Operating income (loss)	1,475,432	(4,424,788)
Nonoperating income (expense):
Interest income	884	1,199
Interest expense	7,791	8,264
Nonoperating expenses	(6,907)	(7,065)
Net income (loss)	$ 1,468,525	$ (4,431,853)
Basic income (loss) per common share	$ 0.02	$ (0.05)
Diluted net income (loss) per common share	$ 0.01	$ (0.05)
Basic weighted average common shares outstanding	94,626,120	84,706,196
Diluted weighted average common shares outstanding	97,924,457	84,706,196

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Leasehold Improvements and Equipment

3 Months Ended

Mar. 30, 2013

Leasehold Improvements And Equipment

Note 5. Leasehold Improvements and Equipment

Leasehold improvements and equipment consisted of the following:

	March 30, 2013		December 29, 2012
Laboratory equipment	$	2,563,238	$	2,439,688
Leasehold improvements		403,971		403,971
Computer equipment		363,739		363,739
Furniture and fixtures		18,313		18,313
Office equipment		7,877		7,877
Construction in progress		106,080		106,080
		3,463,218		3,339,668
Less accumulated depreciation		2,482,426		2,403,242
	$	980,792	$	936,426

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Note Receivable

3 Months Ended

Mar. 30, 2013

Receivables [Abstract]

Note 4. Note Receivable

On March 28, 2013, we entered into an asset purchase and sale agreement with NeutriSci and consummated the sale of BluScience consumer product line to NeutriSci.  As part of the sale transaction, NeutriSci issued to us a  $2,500,000 senior convertible secured note, which will be payable by NeutriSci in 6 installments of $416,667 on following dates: August 15, 2013, November 15, 2013, February 15, 2014, May 15, 2014, August 15, 2014 and November 15, 2014.  This note was discounted based on interest rates of 5.25% ~ 5.50% for a discount of $129,111 and the note was recorded at a discounted value of $2,370,889, which approximates fair value.  As of March 30, 2013, the book value of the note was $2,371,569 with a recognized interest receivable of $680. As of March 30, 2013, the current portion of note receivable with payments due in one year or less was $1,210,407 and the long-term portion of note receivable with payments due in more than one year was $1,161,162.

In the event of default, the note can be convertible into Series I Preferred Shares of NeutriSci at the option of ChromaDex.  Each Series I Preferred Share can be convertible into 4 Class A common shares of NeutriSci.  The conversion price will be (a) $4.00 per Series I Preferred Share prior to a Public Offering (as defined in the note); or (b) the closing price of Series I Preferred Share or four times the closing price of Class A common share on a stock exchange immediately prior to the conversion date.

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Leasehold Improvements and Equipment (Tables)

3 Months Ended

Mar. 30, 2013

Leasehold Improvements And Equipment

Leasehold Improvements and Equipment

Leasehold improvements and equipment consisted of the following:

	March 30, 2013		December 29, 2012
Laboratory equipment	$	2,563,238	$	2,439,688
Leasehold improvements		403,971		403,971
Computer equipment		363,739		363,739
Furniture and fixtures		18,313		18,313
Office equipment		7,877		7,877
Construction in progress		106,080		106,080
		3,463,218		3,339,668
Less accumulated depreciation		2,482,426		2,403,242
	$	980,792	$	936,426

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Subsequent Events

3 Months Ended

Mar. 30, 2013

Subsequent Events [Abstract]

Note 12. Subsequent Events

From March 31, 2013 through May 9, 2013, 2,314,283 of the warrants with an exercise price of $0.21 per share have been exercised and the Company received proceeds of $485,999 from the exercise of the warrants.  These warrants were issued during the year ended January 1, 2011, pursuant to the Subscription Agreement entered into by the Company on April 22, 2010.

From March 31, 2013 through May 9, 2013, 250,000 of the stock options with an exercise price of $0.50 per share have been exercised and the Company received proceeds of $125,000.

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Warrants

3 Months Ended

Mar. 30, 2013

Warrants

Note 8. Warrants

During the three months ended March 30, 2013, 3,414,283 warrants with an exercise price of $0.21 per share were exercised and the Company received proceeds of $716,999 from exercise of these warrants.  These warrants were issued during the year ended January 1, 2011 pursuant to a subscription agreement entered into by the holders of such warrants and the Company on April 22, 2010.

In addition, during the three months ended March 30, 2013, 781,236 warrants issued during the year 2008 with an exercise price of $3.00 per share expired.

At March 30, 2013, the following warrants were outstanding and exercisable:

Warrants granted in connection with :	Weighted Average Exercise Prices		Number Outstanding And Exercisable At March 30, 2013		Weighted Average Remaining Contractual Life
2008 Private placement equity offering	$	3.00		937,114	2.1 months
2010 Private placement equity offering	$	0.21		4,389,281	1.7 months
2012 Placement agent commission	$	0.85		285,000	16.1 months
2012 Non-employee award	$	0.75		250,000	16.3 months
	$	0.71		5,861,395	3.1 months

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Employee Share-Based Compensation

3 Months Ended

Mar. 30, 2013

Employee Share-Based Compensation

Note 6. Employee Share-Based Compensation [Text Block]

Stock Option Plans

At the discretion of the Company’s compensation committee (the “Compensation Committee”), and with the approval of the Company’s board of directors (the “Board of Directors”), the Company may grant options to purchase the Company’s common stock to certain individuals from time to time. Management and the Compensation Committee determine the terms of awards which include the exercise price, vesting conditions and expiration dates at the time of grant. Expiration dates for stock options are not to exceed 10 years from their date of issuance. The Company, under its Second Amended and Restated 2007 Equity Incentive Plan, is authorized to issue stock options that total no more than 20% of the shares of common stock issued and outstanding, as determined on a fully diluted basis.  Beginning in 2007, stock options were no longer issuable under the Company’s 2000 Non-Qualified Incentive Stock Plan.  The remaining amount available for issuance under the Second Amended and Restated 2007 Equity Incentive Plan totaled 6,232,513 at March 30, 2013. The stock option awards generally vest ratably over a four-year period following grant date after a passage of time.  However, some stock option awards are performance based and vest based on the achievement of certain criteria established by the Compensation Committee, subject to approval by the Board of Directors.

The fair value of the Company’s stock options was estimated at the date of grant using the Black-Scholes based option valuation model.  The table below outlines the weighted average assumptions for options granted to employees during the three months ended March 30, 2013.

Three Months Ended March 30, 2013
Volatility		32.64	%
Expected dividends		0.00	%
Expected term	6.1 years
Risk-free rate		1.13	%

The Company calculated expected volatility from the volatility of publicly held companies in similar industries, as the historical volatility of the Company’s common stock does not cover the period equal to the expected life of the options.  The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock.  The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining term.  The expected term of the options represents the estimated period of time until exercise and is based on historical experience of awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior.  The estimation process for the fair value of performance based stock options was the same as for service period based options.

1) Service Period Based Stock Options

The majority of options granted by the Company are comprised of service based options granted to employees.  These options vest ratably over a defined period following grant date after a passage of a service period.

The following table summarizes service period based stock options activity at March 30, 2013 and changes during the three months then ended:

				Weighted Average
						Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 29, 2012		12,202,558		$	1.08
Options Granted		230,000			0.63
Options Exercised		(13,538	)		0.50
Options Expired		(75,000	)		0.50
Options Forfeited		(112,530	)		1.37
Outstanding at March 30, 2013		12,231,490		$	1.08		8.09	$	217,915
Exercisable at March 30, 2013		5,096,949		$	1.26		6.41	$	113,085

The aggregate intrinsic values in the table above are before income taxes, based on the Company’s closing stock price of $0.71 on the last day of business for the period ended March 30, 2013.  The weighted average fair value of options granted during the three months ended March 30, 2013 and March 31, 2012 was $0.22 and $0.31 respectively.  The aggregate intrinsic value for options exercised during the three months ended March 30, 2013 was $2,437.  There were no options exercised during the three months ended March 31, 2012.

2) Performance Based Stock Options

The Company also grants stock option awards that are performance based and vest based on the achievement of certain criteria established from time to time by the Compensation Committee.  If these performance criteria are not met, the compensation expenses are not recognized and the expenses that have been recognized will be reversed.

The following table summarizes performance based stock options activity at March 30, 2013 and changes during the three months then ended:

				Weighted Average
						Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 29, 2012		145,834		$	1.59
Options Granted		200,000			0.63
Options Exercised		-			-
Options Expired		-			-
Options Forfeited		(45,834	)		1.59
Outstanding at March 30, 2013		300,000		$	0.95		9.25	$	16,000
Exercisable at March 30, 2013		45,834		$	1.59		8.10	$	-

The aggregate intrinsic value in the table above are before income taxes, based on the Company’s closing stock price of $0.71 on the last day of business for the period ended March 30, 2013.  The weighted average fair value of options granted during the three months ended March 30, 2013 was $0.22.  We did not grant any performance based stock options during the three months ended March 31, 2012.

As of March 30, 2013, there was $2,201,293 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans for employee stock options. That cost is expected to be recognized over a weighted average period of 2.39 years as of March 30, 2013.  The realized tax benefit from stock options for the three months ended March 30, 2013, and March 31, 2012 was $0, based on the Company’s full valuation allowance against its deferred tax assets.

Restricted Stock

Restricted stock awards granted by the Company to employees have vesting conditions that are unique to each award.

The following table summarizes activity of restricted stock awards granted to employees at March 30, 2013 and changes during the three months then ended:

			Weighted Average
			Award-Date
	Shares		Fair Value
Unvested shares at December 29, 2012		500,000	$	0.69
Granted		-		-
Vested		-		-
Forfeited		-		-
Unvested shares at March 30, 2013		500,000	$	0.69
Expected to Vest as of March 30, 2013		500,000	$	0.69

As of March 30, 2013, the Company did not have any unrecognized compensation expense related to restricted stock awards to employees.

For employee share-based compensation, the Company recognized share-based compensation expense of $286,534 in general and administrative expenses in the statement of operations for the three months ended March 30, 2013.  The Company recognized income of $296,135 in share-based compensation for the comparable period in 2012.  The income amount is a result of certain expenses that were reversed due to the forfeiture of certain stock options and restricted stock.

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Non-Employee Share-Based Compensation

3 Months Ended

Mar. 30, 2013

Non-Employee Share-Based Compensation

Note 7. Non-Employee Share-Based Compensation [Text Block]

Stock Option Plans

At the discretion of management, working with the Compensation Committee, and with approval of the Board of Directors, the Company may grant options to purchase the Company’s common stock to certain individuals from time to time who are not employees of the Company.  These options are granted under the Second Amended and Restated 2007 Equity Incentive Plan of the Company and are granted on the same terms as those being issued to employees.  Stock options granted to non-employees are accounted for using the fair value approach.  The fair value of non-employee option grants are estimated using the Black-Scholes option-pricing model and are re-measured over the vesting term until earned.  The estimated fair value is expensed over the applicable service period.

The following table summarizes activity of stock options granted to non-employees at March 30, 2013 and changes during the three months then ended:

			Weighted Average
					Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Term		Value
Outstanding at December 29, 2012		1,097,300	$	1.23
Options Granted		-		-
Options Exercised		-		-
Options Forfeited		-		-
Outstanding at March 30, 2013		1,097,300	$	1.23		5.01	$	59,200
Exercisable at March 30, 2013		1,096,675	$	1.23		5.01	$	59,069

The aggregate intrinsic values in the table above are before income taxes, based on the Company’s closing stock price of $0.71 on the last day of business for the period ended March 30, 2013.

As of March 30, 2013, there was $219 of total unrecognized compensation expense related to unvested share-based compensation arrangements granted to non-employees. That cost is expected to be recognized over a weighted average period of 1.4 months as of March 30, 2013.

Stock Awards

From time to time, the Company awards shares of its common stock to non-employees for services provided or to be provided.  If the fair value of services received is more reliably measurable than the fair value of the stock awarded, the fair value of the services received is used to measure the award.  In contrast, if the fair value of the stock issued is more reliably measurable, than the fair value of services received, the award is measured based on the fair value of the stock awarded.  Since these stock awards are fully vested and non-forfeitable, upon issuance the measurement date for the award is usually reached on the date of the award.  The measured fair value of the award is amortized over the period the service is provided.

During the three months ended March 30, 2013, the Company awarded an aggregate of 440,000 shares of the Company’s common stock to non-employees.  The fair values of the awards were based on the trading price of the Company’s stock on the date of issuance. The expense the Company recognized for stock awards was $62,178 for the three months ended March 30, 2013.  As of March 30, 2013, there was $204,746 of total unrecognized compensation expense related to stock awarded to the non-employees.  During the three months ended March 31, 2012, the Company awarded an aggregate of 189,557 shares and recognized a total expense of $126,916.

Warrant Awards

During the three months ended March 30, 2013, the Company recognized an expense of $2,760 for the warrants that were previously awarded during the year ended December 29, 2012.  The Company did not award any new warrants during the three months ended March 30, 2013.  As of March 30, 2013, there was $1,334 of total unrecognized compensation expense related to warrants awarded to the non-employee.

For non-employee share-based compensation, the Company recognized share-based compensation expense of $65,056 in general and administrative expenses in the statement of operations for the three months ended March 30, 2013. The Company recognized $362,122 in share-based compensation expense for the three months ended March 31, 2012.

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Business Segmentation

3 Months Ended

Mar. 30, 2013

Business Segmentation

Note 9 .Business Segmentation

Since the year ended December 29, 2012, the Company has generated considerable revenue from its recently acquired subsidiary, Spherix, which provides scientific and regulatory consulting.  As a result, the Company began segregating its financial results for Spherix, and has following three reportable segments.

· Core standards, contract services and ingredients segment includes supply of phytochemical reference standards, which are small quantities of plant-based compounds typically used to research an array of potential attributes, and reference materials, related contract services, and proprietary ingredients.

· Retail dietary supplement products segment which consist of the supply of the BluScience line of dietary supplement products containing our proprietary ingredients to various retail distribution channels.

· Scientific and regulatory consulting segment which consist of providing scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks.

The “Other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are no intersegment sales that require elimination.  The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment.

Three months ended March 30, 2013	Core Standards, Contract Services and Ingredients segment			Retail Dietary Supplement Products segment			Scientific and Regulatory Consulting segment			Other			Total
Gross Sales	$	2,177,355		$	557,111		$	245,786		$	—		$	2,980,252
Discounts and returns		(25,842	)		(617,396	)		(2,448	)		—			(645,686	)
Net sales		2,151,513			(60,285	)		243,338			—			2,334,566
Cost of sales		1,513,983			955			146,788			—			1,661,726
Gross profit (loss)		637,530			(61,240	)		96,550			—			672,840
Operating expenses:
Sales and marketing		596,777			131,159			1,488			—			729,424
General and administrative		—			—			—			1,359,901			1,359,901
Gain on sale of assets		—			(2,891,917	)		—			—			(2,891,917	)
Operating expenses		596,777			(2,760,758	)		1,488			1,359,901			(802,592	)
Operating income (loss)	$	40,753		$	2,699,518		$	95,062		$	(1,359,901	)	$	1,475,432

Three months ended March 31, 2012	Core Standards, Contract Services and Ingredients segment			Retail Dietary Supplement Products segment			Scientific and Regulatory Consulting segment		Other			Total
Gross Sales	$	1,871,718		$	2,179,426		$	—	$	—		$	4,051,144
Promotions, discounts and returns		(16,970	)		(2,249,168	)		—		—			(2,266,138	)
Net sales		1,854,748			(69,742	)		—		—			1,785,006
Cost of sales		1,346,622			1,042,598			—		—			2,389,220
Gross profit (loss)		508,126			(1,112,340	)		—		—			(604,214	)
Operating expenses:
Sales and marketing		474,944			1,383,718			—		—			1,858,662
General and administrative		—			—			—		1,961,912			1,961,912
Operating expenses		474,944			1,383,718			—		1,961,912			3,820,574
Operating income (loss)	$	33,182		$	(2,496,058	)	$	—	$	(1,961,912	)		(4,424,788	)

At March 30, 2013	Core Standards, Contract Services and Ingredients segment		Retail Dietary Supplement Products segment		Scientific and Regulatory Consulting segment		Other		Total
Total assets	$	3,218,208	$	—	$	201,898	$	7,297,325	$	10,717,431

At December 29, 2012	Core Standards, Contract Services and Ingredients segment		Retail Dietary Supplement Products segment		Scientific and Regulatory Consulting segment		Other		Total
Total assets	$	3,542,355	$	4,331,866	$	72,573	$	1,087,727	$	9,034,521

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Leasehold Improvements and Equipment (Details) (USD $)	Mar. 30, 2013	Dec. 29, 2012
Leasehold Improvements And Equipment Details
Laboratory equipment	$ 2,563,238	$ 2,439,688
Leasehold improvements	403,971	403,971
Computer equipment	363,739	363,739
Furniture and fixtures	18,313	18,313
Office equipment	7,877	7,877
Construction in progress	106,080	106,080
Leasehold Improvements and Equipment-gross	3,463,218	3,339,668
Less accumulated depreciation	2,482,426	2,403,242
Leasehold Improvements and Equipment-net	$ 980,792	$ 936,426

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Nature of Business and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 30, 2013

Nature Of Business And Significant Accounting Policies Tables

Inventories

The amounts of major classes of inventory as of March 30, 2013 and December 29, 2012 are as follows:

	March 30, 2013		December 29, 2012
Reference standards	$	1,598,277	$	1,614,755
Bulk ingredients		192,175		432,230
Dietary supplements – raw materials		-		401,809
Dietary supplements – work in process		-		465,253
Dietary supplements – finished goods		-		2,657,257
		1,790,452		5,571,304
Less valuation allowance		217,000		366,000
	$	1,573,452	$	5,205,304

Earnings per share

Below is a tabulation of the potentially dilutive securities that were “in the money” for the three- month periods ended March 30, 2013 and March 31, 2012.

	Three Months Ended
	March 30, 2013		March 31, 2012
Basic weighted average common shares outstanding		94,626,120		84,706,196
Warrants and options in the money, net		3,298,337		6,583,163
Weighted average common shares outstanding assuming dilution		97,924,457		91,289,359

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Warrants (Tables)

3 Months Ended

Mar. 30, 2013

Warrants Tables

Warrants

At March 30, 2013, the following warrants were outstanding and exercisable:

Warrants granted in connection with :	Weighted Average Exercise Prices		Number Outstanding And Exercisable At March 30, 2013		Weighted Average Remaining Contractual Life
2008 Private placement equity offering	$	3.00		937,114	2.1 months
2010 Private placement equity offering	$	0.21		4,389,281	1.7 months
2012 Placement agent commission	$	0.85		285,000	16.1 months
2012 Non-employee award	$	0.75		250,000	16.3 months
	$	0.71		5,861,395	3.1 months

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Non-Employee Share-Based Compensation (Details Textuals) (USD $)	3 Months Ended
	Mar. 30, 2013	Mar. 31, 2012
NonEmployeeShareBasedCompensation [Member] | Stock Options [Member]
Unrecognized expense	$ 219
Closing stock price	$ 0.71
Cost recognized period	1 month 13 days
NonEmployeeShareBasedCompensation [Member] | StockAward [Member]
Issued during the period	440,000	189,557
Share-based compensation expense	62,178	126,916
Unrecognized compensation expense	204,746
NonEmployeeSharedBasedCompensation [Member] | WarrantAwardMember
Share-based compensation expense	2,760
Unrecognized compensation expense	1,334
NonEmployeeSharedBasedCompensation [Member] | GeneralAndAdministrativeExpenses [Member]
Share-based compensation expense	$ 65,056	$ 362,122

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Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 29, 2012	$ 92,140	$ 33,617,801	$ (29,716,612)	$ 3,993,329
Beginning Balance, Shares at Dec. 29, 2012	92,140,062
Exercise of stock options, Amount	14	6,755		6,769
Exercise of stock options, Shares	13,538
Exercise of warrants, Amount	3,414	713,585		716,999
Exercise of warrants,Shares	3,414,283
Share-based compensation, Amount	440	548,212		548,652
Share-based compensation, Shares	440,000
Net income			1,468,525	1,468,525
Ending Balance, Amount at Mar. 30, 2013	$ 96,008	$ 34,886,353	$ (28,248,087)	$ 6,734,274
Ending Balance, Shares at Mar. 30, 2013	96,007,883

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Gain on Sale of Assets

3 Months Ended

Mar. 30, 2013

Gain On Sale Of Assets

Note 3. Gain on sale of assets

On March 28, 2013, we entered into an asset purchase and sale agreement with NeutriSci and consummated the sale of BluScience consumer product line to NeutriSci.  The total sale transaction value is estimated at approximately $6.0 million and consists of following: (a) a $250,000 cash payment, which NeutriSci paid as a deposit in February 2013; (b) an additional $250,000 cash payment, which was paid at the closing of the sale;  (c) an additional cash payment of $500,000 due no later than 60 days after the closing of the sale; (d) $2,500,000 senior convertible secured note (convertible into 625,000 shares Series I Preferred Stock as described below) payable in quarterly installments of $416,667 beginning August 15, 2013; and (e) 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of the NeutriSci shares at a deemed price for each Class A common share of $1.00 per share.  The transaction documents contain certain equity blockers that preclude our ownership in NeutriSci in excess of 9.99% and 19% without obtaining a waiver from NeutriSci.  We will continue to generate revenue through a royalty on 6% of future net sales of BluScience products as well as a supply agreement with NeutriSci for our patented pTeroPure pterostilbene. The Company does not yet have enough information to make a determination if the equity method accounting will apply to the equity investment in NeutriSci. For the period ended March 30, 2013 the Company held this investment for only 3 days and, as such, the amount of any impact if the Company determines that the equity method should be applied on the financials for the period ended March 30, 2013, is immaterial.

The cash payment of $500,000 that is due no later than 60 days after the closing of the sale is reflected as non-trade receivable in our consolidated balance sheet as of March 30, 2013.  The 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci is reflected as long-term equity investment in our consolidated balance sheet as of March 30, 2013.

The gain on sale of assets is recognized since the consideration we received from the sale is more than the carrying amount of transferred assets and liabilities.  Below are details on assets and liabilities transferred and the consideration we received:

	March 28, 2013
Assets transferred
Trade receivables, less allowance for returns	$	(16,984	)
Inventories		3,467,530
Prepaid expenses and other assets		76,131
Total assets transferred		3,526,677
Liabilities transferred
Accounts payable		368,873
Total liabilities transferred		368,873
Total net assets transferred	$	3,157,804
Consideration received
Cash	$	500,000
Non-trade receivable		500,000
Note receivable (See Note 4)		2,370,889
Long-term equity investment		2,678,832
Total consideration received	$	6,049,721
Difference recognized as gain on sale	$	2,891,917

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Business Segmentation (Tables)

3 Months Ended

Mar. 30, 2013

Business Segmentation Tables

Business Segmentation

Three months ended March 30, 2013	Core Standards, Contract Services and Ingredients segment			Retail Dietary Supplement Products segment			Scientific and Regulatory Consulting segment			Other			Total
Gross Sales	$	2,177,355		$	557,111		$	245,786		$	—		$	2,980,252
Discounts and returns		(25,842	)		(617,396	)		(2,448	)		—			(645,686	)
Net sales		2,151,513			(60,285	)		243,338			—			2,334,566
Cost of sales		1,513,983			955			146,788			—			1,661,726
Gross profit (loss)		637,530			(61,240	)		96,550			—			672,840
Operating expenses:
Sales and marketing		596,777			131,159			1,488			—			729,424
General and administrative		—			—			—			1,359,901			1,359,901
Gain on sale of assets		—			(2,891,917	)		—			—			(2,891,917	)
Operating expenses		596,777			(2,760,758	)		1,488			1,359,901			(802,592	)
Operating income (loss)	$	40,753		$	2,699,518		$	95,062		$	(1,359,901	)	$	1,475,432

Three months ended March 31, 2012	Core Standards, Contract Services and Ingredients segment			Retail Dietary Supplement Products segment			Scientific and Regulatory Consulting segment		Other			Total
Gross Sales	$	1,871,718		$	2,179,426		$	—	$	—		$	4,051,144
Promotions, discounts and returns		(16,970	)		(2,249,168	)		—		—			(2,266,138	)
Net sales		1,854,748			(69,742	)		—		—			1,785,006
Cost of sales		1,346,622			1,042,598			—		—			2,389,220
Gross profit (loss)		508,126			(1,112,340	)		—		—			(604,214	)
Operating expenses:
Sales and marketing		474,944			1,383,718			—		—			1,858,662
General and administrative		—			—			—		1,961,912			1,961,912
Operating expenses		474,944			1,383,718			—		1,961,912			3,820,574
Operating income (loss)	$	33,182		$	(2,496,058	)	$	—	$	(1,961,912	)		(4,424,788	)

At March 30, 2013	Core Standards, Contract Services and Ingredients segment		Retail Dietary Supplement Products segment		Scientific and Regulatory Consulting segment		Other		Total
Total assets	$	3,218,208	$	—	$	201,898	$	7,297,325	$	10,717,431

At December 29, 2012	Core Standards, Contract Services and Ingredients segment		Retail Dietary Supplement Products segment		Scientific and Regulatory Consulting segment		Other		Total
Total assets	$	3,542,355	$	4,331,866	$	72,573	$	1,087,727	$	9,034,521

XML

Employee Share-Based Compensation (Details 3) (Restricted Stock [Member], USD $)	3 Months Ended
	Mar. 30, 2013
Restricted Stock [Member]
Summary of activity of restricted stock awards granted to employees- Shares
Unvested shares at December 29, 2012	500,000
Granted
Vested
Forfeited
Unvested shares at March 30, 2013	500,000
Expected to Vest as of March 30, 2013	500,000
Weighted Average Award-Date Fair Value
Unvested shares at December 29, 2012	$ 0.69
Granted
Vested
Forfeited
Unvested shares at March 30, 2013	$ 0.69
Expected to Vest as of March 30, 2013	$ 0.69

XML

Nature of Business and Significant Accounting Policies (Policy)

3 Months Ended

Mar. 30, 2013

Nature Of Business And Significant Accounting Policies Policy

Nature of business

Nature of business:  The Company is a natural products company that provides proprietary, science-based solutions and ingredients to the dietary supplement, food and beverage, animal health, cosmetic and pharmaceutical industries. The Company supplies ingredients, phytochemical reference standards and related phytochemical products and services. On December 3, 2012, the Company acquired Spherix Consulting, Inc. (“Spherix”), which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks.  The Company provides these products and services at various terms.

Basis of presentation

Basis of presentation:  The financial statements and accompanying notes 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. The Company's fiscal year ends on the Saturday closest to December 31, and the Company’s normal fiscal quarters end on the Saturday 13 weeks after the last fiscal year end or fiscal quarter end.  Every fifth or sixth fiscal year, the inclusion of an extra week occurs due to the Company’s floating year-end date.  The fiscal year 2014 will include 53 weeks instead of the normal 52 weeks.

Trade accounts receivable

Trade accounts receivable:  Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on monthly and quarterly reviews of all outstanding amounts.  Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.  The allowances for doubtful accounts for the periods ended March 30, 2013 and December 29, 2012 were $18,000 and $450,000, respectively.  Of the allowance amount of $450,000 for the period ended December 29, 2012, $433,000 represents a hold on the receivables placed by a retailer that carried our BluScience retail consumer line.  The hold was placed by the retailer as an offset in the event of future returns of our products and the hold was treated as a reduction of revenue. On March 28, 2013, we sold the BluScience retail consumer line to NeutriSci International Inc. (“NeutriSci”) and the related trade accounts receivable including the allowance have been transferred to NeutriSci. Trade accounts receivable are written off when deemed uncollectible.  Recoveries of trade accounts receivable previously written off are recorded when received.

Inventories

Inventories: Inventories are comprised of raw materials, work-in-process and finished goods.  They are stated at the lower of cost, determined by the first-in, first-out method (FIFO) method, or market.  The inventory on the balance sheet is recorded net of valuation allowances of $217,000 and $366,000 for the periods ended March 30, 2013 and December 29, 2012, respectively.  Labor and overhead has been added to inventory that was manufactured or characterized by the Company.  On March 28, 2013, the Company sold the BluScience retail consumer line to NeutriSci and related dietary supplements inventory have been transferred to NeutriSci.  The amounts of major classes of inventory as of March 30, 2013 and December 29, 2012 are as follows:

	March 30, 2013		December 29, 2012
Reference standards	$	1,598,277	$	1,614,755
Bulk ingredients		192,175		432,230
Dietary supplements – raw materials		-		401,809
Dietary supplements – work in process		-		465,253
Dietary supplements – finished goods		-		2,657,257
		1,790,452		5,571,304
Less valuation allowance		217,000		366,000
	$	1,573,452	$	5,205,304

Earnings per share

Earnings per share: Potentially dilutive common shares consist of the incremental common shares issuable upon the exercise of common stock options and warrants for all periods.   For the three-month period ended March 31, 2012, the basic and diluted shares reported are equal because the common share equivalents are anti-dilutive due to the net loss. Below is a tabulation of the potentially dilutive securities that were “in the money” for the three- month periods ended March 30, 2013 and March 31, 2012.

	Three Months Ended
	March 30, 2013		March 31, 2012
Basic weighted average common shares outstanding		94,626,120		84,706,196
Warrants and options in the money, net		3,298,337		6,583,163
Weighted average common shares outstanding assuming dilution		97,924,457		91,289,359

Total warrants and options that were not “in the money” at March 30, 2013 and March 31, 2012 were 12,338,106 and 18,579,518, respectively.