8-K
Niagen Bioscience, Inc. (NAGE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2025
NIAGEN BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37752 | 26-2940963 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024
(Address of principal executive offices, including zip code)
(310) 388-6706
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | NAGE | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2025, ChromaDex, Inc. (the “Company”), a wholly owned subsidiary of Niagen Bioscience, Inc. (the “Registrant”), executed an assignment agreement (the “Agreement”) with Queen’s University Belfast (“QUB”), with an effective date of December 16, 2025. The Agreement replaces the parties’ existing intellectual property arrangements pursuant to the Joint Ownership and Management Agreement, dated October 9, 2015, as amended (the “JOMA”), and the License Agreement, dated November 23, 2015.
Under the Agreement, QUB assigned to the Company all of QUB’s right, title, and interest in the patent rights previously jointly owned or licensed to the Company under the JOMA and the License Agreement. The Agreement terminated the JOMA and License Agreement, and QUB provided a broad release of royalty, payment, accounting, and other obligations arising under those prior agreements, including the royalty obligations accrued by the Company under such agreements through 2025.
As consideration for the release and the patent assignment, the Company agreed to make certain payments to QUB over time, consisting of:
a one-time payment of approximately $1,000,000 in lieu of accrued royalties through 2024,
annual payments of $500,000 and £35,000 between 2026 and 2038, and
one-time payments of $1,500,000 and $2,000,000 in 2035 and 2038, respectively.
The Agreement contains customary representations, warranties, and indemnities.
The foregoing is only a summary of the material terms of the Agreement, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto, subject to the redactions noted therein.
Item 7.01 Regulation FD Disclosure
On December 22, 2025, the Registrant issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 and exhibit 99.1 hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Such press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects,” “anticipates,” “intends” “estimates,” “plans,” “potential,” “possible,” “probable,” “believes” “seeks,” “may,” “will,” “should,” “could,” “predicts,” “projects,” “continue,” “would” or the negative of such terms or other similar expressions.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those described. These risks and uncertainties include, but are not limited to, inflationary conditions and adverse economic conditions; our history of operating losses; the growth and profitability of our product sales; our ability to maintain and grow sales, marketing and distribution capabilities; changing consumer perceptions of our products; our reliance on a single or limited number of third-party suppliers; risks of conducting business in China; including unanticipated developments in and risks related to the Company’s ability to secure adequate quantities of pharmaceutical-grade Niagen in a timely manner; the Company’s ability to obtain appropriate contracts and arrangements with U.S. FDA-registered 503B outsourcing facilities required to compound and distribute pharmaceutical-grade Niagen to clinics; the Company’s ability to remain on the U.S. FDA Bulk Drug Substances Nominated for Use in Compounding Under Section 503B of the Federal Food, Drug, and Cosmetic Act Category 1 list; the Company’s ability to maintain and enforce the Company’s existing intellectual property and obtain new patents; whether the potential benefits of NRC can be further supported; further research and development and the results of clinical trials possibly being unsuccessful or
insufficient to meet applicable regulatory standards or warrant continued development; the ability to enroll sufficient numbers of subjects in clinical trials; determinations made by the FDA and other governmental authorities, including with respect to products seeking to compete in our market; economic and market instability, including as a result of tariffs or trade conflicts; and the risks and uncertainties associated with our business and financial condition in general, described in our filings with the Securities and Exchange Commission (SEC), including, without limitation, our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q as filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof, and actual results may differ materially from those suggested by these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Niagen Bioscience undertakes no obligation to revise or update such press release to reflect events or circumstances after the date thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 10.1 | Assignment Agreement, dated December 18, 2025, by and between ChromaDex, Inc. and Queen’s University Belfast** |
| 99.1 | Press Release Dated December 22, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
** Certain portions of this exhibit (indicated by bracketed asterisks) are omitted pursuant to Item 601(b)(1) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential.
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 hereunto duly authorized.
| NIAGEN BIOSCIENCE, INC. | ||
|---|---|---|
| Dated: December 22, 2025 | By: | /s/ Ozan Pamir |
| Name: Ozan Pamir | ||
| Chief Financial Officer | ||
| (principal financial officer and duly authorized on behalf of the registrant) |
Document
EXHIBIT 10.1
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
ASSIGNMENT
THIS ASSIGNMENT is made December 16, 2025
BETWEEN:
(1) QUEEN’S UNIVERSITY BELFAST, having its principal offices at University Road, Belfast BT7 1NN (the "Assignor");
and
(2) CHROMADEX, INC., whose address is at 10900 Wilshire Boulevard, Los Angeles, CA 90024. USA (the "Lead")
(each a “Party” and collectively the “Parties”).
Certain capitalized terms used herein are defined on Schedule 1 hereto.
WHEREAS:
A. The Lead and the Assignor jointly own in equal shares the Patents set forth on Schedule 2.A in respect of which they have entered into a Joint Ownership and Management Agreement dated 09 October 2015, as amended on 10 March 2025 (the “JOMA”).
B. The Assignor solely owns the Patents set forth on Schedule 2.B, which are exclusively licensed from the Assignor to the Lead in accordance with a License Agreement dated 23 November 2015 (the “License Agreement”).
C. Under the JOMA and the License Agreement, the Assignor granted to the Lead an exclusive licence to commercialise the Patents in consideration of the payment of royalties by the Lead and the Lead prosecuting, maintaining and enforcing the Patents.
D. The Lead and the Assignor now wish to simplify the arrangements related to the payment of royalties and the prosecution, management and enforcement of the Patents and accordingly agree to terminate the JOMA and the License Agreement, release the Lead and other Releasees (defined below) of any claims related to such agreements, and assign the Assignor’s right, title and interest in the Patents set forth on Schedules 2A and 2B to the Lead, and the Lead wishes to take an assignment of the Patents subject to and in accordance with this assignment agreement (this “Assignment”).
NOW IT IS AGREED as follows:
1. TERMINATION OF JOMA AND LICENSE AGREEMENT; RELEASE OF CLAIMS
1.1. With effect from the Assignment Effective Date, (a) the JOMA, and (b) the License Agreement shall be terminated and shall cease to have any further force or effect, except as expressly provided in this Assignment.
Page 1
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
1.2. Except as otherwise expressly provided in this Assignment or in the event of a conflict or ambiguity between this Assignment and such surviving term (in which event this Assignment shall control), each Party shall remain liable for any obligations under (a) the following terms of the JOMA: Article 5 (Confidential Information) and (b) the following terms of the License Agreement: Section 10 (Confidentiality and Announcements) (except for Clause 10.4), which are the sole terms of the JOMA and the License Agreement that, from and after the Assignment Effective Date, shall continue in full force and effect in accordance with their terms.
1.3. The Parties shall execute any further documents and do all such further acts as may be necessary to give effect to the termination of the JOMA and the License Agreement.
1.4. In consideration of the covenants, agreements, and undertakings of the Parties under this Assignment, the Assignor, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the Lead, its affiliates and their respective present, former, direct and indirect parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity which any of the Releasors had or may have against any of the Releasees arising out of or related to any royalty or other payment obligation, accounting obligation or any other obligation of any Releasees under the JOMA and/or License Agreement, whether accruing prior to, on or after the Assignment Effective Date, including any dispute or claim related thereto, except that nothing in this release shall waive, release, or discharge any claim or cause of action arising out of or resulting from fraud by the applicable Releasee.
2. ASSIGNMENT
2.1 In consideration of the payments set out in clause 5 of this Assignment and other good and valuable consideration (receipt and sufficiency of which is hereby acknowledged by Assignor), the Assignor hereby assigns and transfers to the Lead absolutely with full title guarantee all of its right, title and interest, throughout the world (including the United States of America, its territories and all foreign countries) in and to the Patents, any priority applications thereof, and any application that is based in whole or in part on such patent applications, including any divisional, continuing, substitute, renewal, reissue, reexamination and other patent applications, for example that claim priority to the Patents. The foregoing assignment includes:
2.1.1 the right to file the Patents in or in respect of any country or territory in the world;
Page 2
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
2.1.2 in respect of any and each patent application comprised within the Patents:
(i) the right to claim priority from, and to prosecute and obtain grant of patent on, such Patent; and
(ii) the right to file divisional applications based thereon and to prosecute and obtain grant of patent on each and any such divisional application;
(iii) the right to extend to or register in, or in respect of, any country or territory in the world each and any of the Patents, and any patents granted on any such Patents or any divisionals thereof;
(iv) the right to extend the term of any patents granted on any Patents or any divisionals thereof;
(v) the absolute entitlement to any patents granted pursuant to any of the Patents or any divisionals thereof; and
(vi) the right to elect to reject or submit to the competence of the Unitary Patent Court in respect of any patent granted pursuant to any Patent Application pursuant to Article 83(3) of the Agreement on a Unified Patent Court (2013/C 175/01) or to validate any such patent as a patent that has unitary effect by virtue of Regulation (EU) No 1257/2012; and
2.1.3 all royalties, fees, income, payments, and other proceeds now or hereafter due or payable to the Assignor with respect to any of the foregoing (except for the payment obligations of the Lead expressly set forth in clause 5 of this Assignment);
2.1.4 all rights to bring or defend any claims, actions or proceedings (and to retain any damages recovered), and/or to appeal any award or judgements issued, in respect of any infringement or challenge to validity or entitlement, or any other cause of action arising from ownership, of the Patents or any patents granted pursuant to such Patents or any divisionals thereof, whether occurring before, on or after the date of this Assignment; and
2.1.5 all other rights, privileges, and protections of any kind whatsoever of the Assignor accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.
2.2 From and after the date hereof, the Assignor shall provide to the Lead (promptly on the Lead’s request) all information and documentation and give such assistance and take such actions (including executing and delivering documents or procuring execution and delivery of documents by the Named Inventors or other third parties) as the Lead may require, at the additional expense of the Lead solely for reasonable, documented, out-of-pocket costs, for the purpose of giving full effect to this Assignment, including:
Page 3
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
2.2.1 to secure the vesting solely in the Lead on the Assignment Effective Date of all rights in the Patents;
2.2.2 to record the conveyance of rights in the Patents hereunder in a form reasonably satisfactory to the Lead and suitable for filing with the United States Patent and Trademark Office and the registries and other recording governmental authorities in all applicable jurisdictions;
2.2.3 to uphold the Lead’s sole ownership of all rights in the Patents; and
2.2.4 to prosecute, bring, make, oppose or defend any claims, actions or challenge to the entitlement, validity or ownership of, and to resolve any questions concerning, the Patents.
2.3 As between the Assignor and the Lead, the Lead shall be responsible, and shall have the right, to file this Assignment and other documents, certificates, and instruments of conveyance with the applicable governmental authorities.
3. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS
3.1 The Assignor hereby warrants, represents and undertakes to the Lead that:
3.1.1 it solely owns and controls all right, title, and interest in and to the Patents, free and clear of liens, security interests, and other encumbrances, except for the Lead’s joint ownership interest in certain Patents, and the Assignor is in full compliance with all legal requirements applicable to the Patents and its ownership and use thereof;
3.1.2 it has the full right, power, and authority to enter into this Assignment and perform its obligations hereunder, the execution, delivery, and performance of this Assignment by the Assignor have been duly authorized by all necessary organizational action of the Assignor, and when executed and delivered by both parties, this Assignment will constitute a legal, valid, and binding obligation of the Assignor, enforceable against it in accordance with its terms and condition;
3.1.3 it is entitled to assign all of its right, title and interest in and to the Patents to the Lead pursuant to this Assignment, and no third party has a license or right to practice any of the Patents;
3.1.4 it has not been and is not currently a party to any agreement or understanding, whether oral or written, which would in any manner be inconsistent with the assignment of rights provided for in this Assignment; and
3.1.5 it shall not enter into any agreement or understanding, oral or written, nor engage in any activity, which would in any manner be inconsistent with the provisions of this Assignment.
Page 4
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
3.2 The Assignor warrants, represents and undertakes to the Lead that, other than the inventors set forth on the applications for each of the Patents, there is no other person of whom it is aware (having made appropriate enquiries to the inventors) who might have rights in the Patents, including any other persons who were involved in developing the Patents.
4. RESERVATION OF RIGHTS
4.1 The Assignor, its employees and students (in their capacity as such) shall have the non-exclusive, irrevocable, worldwide, royalty-free right to use the Patents for their own internal, non-commercial research, publication and teaching, provided that the Assignor will not (and will use its reasonable endeavours to ensure its employees and students do not) seek to file for any patent or other intellectual property rights in relation to the Patents.
5. PAYMENTS
5.1 In consideration of the Assignment and the other covenants, warranties, representations and agreements (including the release in Section 1.4) made by Assignor herein, the Lead hereby agrees to make the payments set out in Schedule 3.
5.2 All payments shall be made in British Pounds Sterling (GBP) by electronic transfer to the bank account nominated in writing by the Assignor, or such other account as the Assignor may notify to the Lead in writing from time to time, free and clear of any deductions or withholdings except as required by law. Subject to clause 5.3, the initial account is hereby nominated to be as set forth on Schedule 3.B. Payment amounts expressed in this Assignment in USD will be converted to GBP [***].
5.3 Each payment will be invoiced by the Assignor to the Lead no earlier than thirty (30) days prior to the relevant Payment Schedule Date, and will be paid by the Lead within thirty (30) days of its receipt of undisputed invoice therefor. If any payment is not made in accordance with this Assignment by the due date therefor, interest shall accrue on the overdue amount at a rate of [***]. In the event the Assignor has provided notice of such payment default under the foregoing sentence and such overdue payment is not made in accordance with this Assignment within 90 days of the due date, then any interest accrued under this clause 5.3 shall instead accrue at a rate of: [***].
5.4 The Lead shall provide the Assignor with a written remittance advice for each payment, specifying the amount paid, the payment period to which it relates, and any other relevant details reasonably requested by the Assignor.
5.5 The payment obligations set out in this clause are absolute and unconditional, and shall not be subject to any set-off, counterclaim, deduction, or withholding except as required by law. If any deduction or withholding is required by law, except where attributable to (1) the failure of the Assignor to provide (and, on reasonable request by the Lead, periodically update) a valid IRS Form W-8BEN establishing an exemption from withholding or (2) an assignment of payment rights by the Assignor, the Lead shall pay such additional amount as is necessary to ensure that the Assignor receives the full amount specified in the payment schedule above.
Page 5
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
5.6 Upon execution of this Assignment, the Lead shall have no further obligation to make any payments to the Assignor under the JOMA or the License Agreement, whether such payments are currently due or may become due in the future. All payment obligations of the Lead to the Assignor shall be governed exclusively by the terms of this Assignment, and any payment provisions of the JOMA and the License Agreement shall be deemed fully satisfied and extinguished.
6. GENERAL
6.1 Indemnities.
6.1.1 [***]
6.1.2 [***]
6.2 Amendment.
This Assignment may only be amended in writing signed by duly authorised representatives of the Lead and the Assignor.
6.3 Right to Assign.
Neither party shall assign or otherwise transfer any rights or obligations under this Assignment without the prior written consent of the other party, provided that either Party shall have the right, without the other Party’s consent, to assign this Assignment in connection with a merger, reorganization, change of control, or sale of all or substantially all of its assets, business or product line to which this Assignment relates. This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
6.4 Waiver.
Any waiver given under or in relation to this Assignment shall be in writing and signed by or on behalf of the relevant party. No failure or delay on the part of any party to exercise any right or remedy under this Assignment shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
6.5 Invalid Clauses.
If any provision or part of this Assignment is held to be invalid, amendments to this Assignment may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Assignment to the maximum extent permissible under applicable law.
Page 6
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
6.6 No Agency.
Neither Party shall act or describe itself as the agent of the other Party, nor shall any Party make or represent that it has authority to make any commitments on the other Party’s behalf.
6.7 Interpretation.
In this Assignment:
6.7.1 the headings are used for convenience only and shall not affect its interpretation;
6.7.2 references to persons shall include incorporated and unincorporated persons; references to the singular include the plural and vice versa; and references to the masculine include the feminine;
6.7.3 references to Clauses and Schedules mean clauses of, and schedules to, this Assignment;
6.7.4 where the word “including” is used it shall be understood as meaning “including without limitation”;
6.7.5 any reference to any English law term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English law term.
6.8 Law and Jurisdiction.
The validity, construction and performance of this Assignment, and any contractual and non-contractual claims arising hereunder, shall be governed by Northern Ireland law and shall be subject to the exclusive jurisdiction of the courts of Northern Ireland to which the parties hereby submit.
6.9 Entire Agreement.
The parties acknowledge that they are not relying on any representation, agreement, term or condition which is not set out in this Assignment. This Assignment, including its Schedules, sets out the entire agreement between the parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter, including the terms of the JOMA and the License Agreement. Nothing in this Assignment will, however, operate to limit or exclude any liability for fraudulent misrepresentations.
6.10 Third parties.
This Assignment does not create any right enforceable by any person who is not a party to it (“Third Party”) under the Contracts (Rights of Third Parties) Act 1999, but this Clause does not affect any right or remedy of a Third Party which exists or is available apart from that Act.
Page 7
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
6.11 Announcements.
Neither party shall make any press or other public announcement concerning any aspect of this Assignment without the prior, express written consent of the other party (not to be unreasonably withheld, conditioned or delayed). The Assignor agrees that the Lead (and/or its affiliate) is permitted to issue a press release regarding this Assignment upon its execution in a form approved by the Assignor in writing (with such approval not to be unreasonably withheld, conditioned or delayed). Except pursuant to a press release approved by the Lead or as otherwise required by law, regulations of the US Securities and Exchange Commission or the disclosure rules of Nasdaq (in which event, the Assignor will notify the Lead in advance of any such disclosure and redact the financial terms to the extent the Lead in good faith determines is permissible under such law, regulations or rules, it being understood that the Lead has the right to comply with any such law, regulation or rules that require the filing of this Assignment on the SEC’s EDGAR database, as the Lead may in good faith determine), the Assignor will not disclose to any third party (other than its employees in their capacity as such) any information with respect to the financial or terms of this Assignment.
6.12 Notices.
All notices required to be served pursuant to this Assignment shall be made in writing to the addresses at the head of this Assignment.
6.13 Counterparts.
This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment.
6.14 Equitable Remedies.
The Parties understand and agree that irreparable damage would occur in the event that any provision of this Assignment were not performed in accordance with its terms and further agree that, although monetary damages may be available for the breach of such covenants and undertakings, monetary damages would be an inadequate remedy therefor. Accordingly, each Party agrees, on behalf of itself and its affiliates, that in the event of any breach or threatened breach by the Lead on the one hand, or Assignor on the other hand, of any provision of this Assignment, the Assignor, on the one hand, or the Lead, on the other hand, shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches of this Assignment and to specifically enforce the terms and provisions of this Assignment to prevent breaches or threatened breaches of, or to enforce compliance with, the terms and provisions of this Assignment. Any Party seeking an injunction or injunctions to prevent breaches of this Assignment or to enforce
Page 8
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
specifically the terms and provisions of this Assignment shall not be required to provide, furnish or post any bond or other security in connection with or as a condition to obtaining any such order or injunction, and each Party hereby irrevocably waives any right it may have to require the provision, furnishing or posting of any such bond or other security. In the event that any action, claim, suit or proceeding should be brought in equity to enforce the provisions of this Assignment no Party shall allege, and each Party hereto hereby waives the defense, that there is an adequate remedy at law.
REST OF PAGE HAS BEEN LEFT INTENTIONALLY BLANK
Page 9
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
SCHEDULE 1
DEFINITIONS
In this Assignment, the following words shall have the following meanings:
| Assignment Effective Date | Shall mean December 16, 2025. |
|---|---|
| Named Inventors | Shall mean the individual inventors set forth on the applications for each of the Patents. |
| Patents | Shall mean all patents and patent applications covered by the JOMA (including all Patent Rights (as defined in the JOMA) and as set forth on Schedule 2.A) and/or the License Agreement (including all “Patents” (as defined in the License Agreement) and as set forth on Schedule 2.B). For clarity, the Patents include, but are not limited to, those set forth on Schedule 2. |
| Payment Schedule Date | Shall mean, with respect to a given payment listed on Schedule 3 (Payment Schedule), the date listed under the “payment schedule date” column on Schedule 3. |
Page 10
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
SCHEDULE 2 SPECIFIC ITEMS OF INTELLECTUAL PROPERTY OR OTHER PROPERTY
A. LEAD AND ASSIGNOR JOINTLY-OWNED PATENTS:
| Tech ID | Title | Country | Priority Date | File Date | Serial No./Patent No. |
|---|---|---|---|---|---|
| 1718-084 | Crystalline forms of nicotinoyl ribosides, modified derivatives thereof, and phosphorylated analogs | USA | Nov. 11, 2016 | Nov. 10, 2017 | US 9,975,915 |
| 14-008 | B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof | WIPO | Mar. 16, 2016 | Mar. 16, 2017 | WO2017161165A1 |
| 14-008 (US) | B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof | USA | Mar. 16, 2016 | Mar. 16, 2017 | US 10,000,520 |
| 14-008 (US) | B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof | USA | Mar. 16, 2016 | Mar. 16, 2017 | US 10,000,528C1 |
| 1415-017 | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | WIPO | Mar. 16, 2015 | Mar. 16, 2016 | WO2016149395A1 |
| 1415-017 (US) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | USA | Mar. 16, 2015 | Mar. 16, 2016 | US 10,280,190 |
Page 11
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | WIPO | Nov. 11, 2016 | Nov. 11, 2017 | WO2018089830A1 |
|---|---|---|---|---|---|
| 1718-083 (US PRI) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | Jun. 23, 2020 | US 10,689,411 |
| 14-008 (US CON) | B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof | USA | Mar. 16, 2016 | May 11, 2018 | US 10,934,322 |
| 1718-083 (US CON3) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | May 18, 2021 | US 11,242,364 |
| 1718-083 (US CON2) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | Apr. 30, 2021 | US 11,274,117 |
Page 12
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1718-083 (US CON4) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | Dec. 15, 2021 | US 11,345,720 |
|---|---|---|---|---|---|
| 1718-083 (US CON) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | Jun. 22, 2020 | US 11,746,123 |
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | Aug. 24, 2023 | US 12,195,494 |
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | USA | Nov. 11, 2016 | Jan 9, 2025 | US 2025/0163093A1 |
| 1415-017 (AU) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Australia | Mar. 16, 2015 | Mar. 16, 2016 | AU2016233247B2 |
Page 13
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 14-008 (AU) | B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof | Australia | Mar. 16, 2017 | AU2017232930B2 | |
|---|---|---|---|---|---|
| 1718-084 (AU) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Australia | Nov. 11, 2016 | Nov. 10, 2017 | AU2017356475B2 |
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Australia | Nov. 11, 2016 | Dec. 19, 2023 | AU2023285716B2 |
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Australia | Nov. 11, 2016 | May 15, 2024 | AU2024203216B2 |
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Australia | Nov. 11, 2016 | Nov. 8, 2024 | AU2024259832B2 |
Page 14
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Australia | Nov. 11, 2016 | Mar. 10, 2025 | AU2025201710A1 |
|---|---|---|---|---|---|
| 1415-017(CA) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Canada | Mar. 16, 2015 | Mar. 16, 2016 | CA2979057C |
| 14-008(CA) | B-vitamin and amino acid conjugates of nicotinoyl ribosides and reduced nicotinoyl ribosides, derivatives thereof, and methods of preparation thereof | Canada | Mar. 16, 2017 | CA3017254C | |
| 1718-084(CA) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Canada | Nov. 11, 2016 | Nov. 10, 2017 | CA3045876A1 |
| 1415-017(CN) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | China | Mar. 16, 2015 | Mar. 16, 2016 | CN107531738B |
Page 15
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1415-017(CN2) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | China | Mar. 16, 2015 | Mar. 16, 2016 | CN111643512A |
|---|---|---|---|---|---|
| 1718-084(CN) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | China | Nov. 11, 2016 | Nov. 10, 2017 | CN110662542B |
| -1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | China | Nov. 11, 2016 | Nov. 10, 2017 | CN120383644A |
| -1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | China | Nov. 11, 2016 | Nov. 10, 2017 | CN120463761A |
| -1718-083 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | China | Nov. 11, 2016 | Nov. 10, 2017 | CN119320417A |
Page 16
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1718-084(EP) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Europe | Nov. 11, 2016 | Nov. 10, 2017 | EP3538099A1 |
|---|---|---|---|---|---|
| 1718-083/4(EP) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Europe | Nov. 11, 2016 | Nov. 10, 2017 | EP3538099A4 |
| 1415-017(EP) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Europe | Mar. 16, 2015 | Mar. 16, 2016 | EP3271370B1 |
| 1718-083(HK) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | Europe | Nov. 11, 2016 | Apr. 29, 2020 | HK40017093B |
| 1415-017(HK) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Hong Kong | Mar. 16, 2015 | Jun. 15, 2018 | HK1248240B |
Page 17
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1415-017(HK2) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Hong Kong | Mar. 16, 2015 | Dec. 8, 2020 | HK40017093A |
|---|---|---|---|---|---|
| 1415-017(HK) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Indonesia | Mar. 16, 2015 | Mar. 16, 2016 | IDP0000710097B |
| 1415-017 | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Indonesia | Mar 16 2015 | May 2020 | IDP000088349 |
| 1415-017(IN) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | India | Mar. 16, 2015 | Oct 7, 2017 | IN476255B |
| 1718-084(IN) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | India | Nov. 11, 2016 | Jun. 10, 2019 | IN480678B |
| 1415-017(JP) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Japan | Mar. 16, 2015 | Mar. 16, 2016 | JP7244163B2 |
| 1415-017(JP DIV) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Japan | Mar. 16, 2015 | Oct. 22, 2020 | JP2021020934A |
Page 18
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 1415-017(SK) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Korea | Mar. 16, 2015 | Mar. 16, 2016 | KR102426320B1 |
|---|---|---|---|---|---|
| 1415-017(MX) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | Mexico | Mar. 16, 2015 | Mar. 16, 2016 | MX390185B |
| 1415-017(NZ) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | New Zealand | Mar. 16, 2015 | Mar. 16, 2016 | NZ735411A |
| 1718-084 (NZ) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | New Zealand | Nov. 11, 2016 | Nov. 10, 2017 | NZ753674B2 |
| -1718-084 | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | New Zealand | Nov. 11, 2016 | Nov. 10, 2017 | NZ803738A |
| 1415-017(ZA) | Nicotinic acid riboside or nicotinamide riboside compositions, reduced derivatives thereof, and the use thereof | South Africa | Mar. 16, 2015 | Mar. 16, 2016 | ZA201706918B |
| 1718-083 (ZA) | Efficient and scalable syntheses of nicotinoyl ribosides and reduced nicotinoyl ribosides, modified derivatives thereof, phosphorylated analogs thereof, adenylyl dinucleotide conjugates thereof, and novel crystalline forms thereof | South Africa | Nov. 11, 2016 | ZA201903654 |
Page 19
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
B. ASSIGNOR SOLEY OWNED PATENTS:
| Tech ID | Title | Country | Priority Date | File Date | Serial No./Patent No. |
|---|---|---|---|---|---|
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | WIPO | Jul. 29, 2013 | Jul. 24, 2014 | WO2015014722A1 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | USA | Jul. 29, 2013 | Jul. 24, 2014 | US 10,000,519 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | USA | Jul. 29, 2013 | Feb. 27, 2018 | US 10,815,262 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | USA | Jul. 29, 2013 | May 29, 2020 | US 11,584,770 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | USA | Jul. 29, 2013 | May 4, 2022 | US 11,981,698 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | USA | Jul. 29, 2013 | Apr. 26, 2023 | US 12,252,506 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | USA | Jul. 29, 2013 | Mar. 7, 2024 | US20240239831A1 |
Page 20
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | AU2014298629B2 |
|---|---|---|---|---|
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | AU2020201254B2 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | AU2022203196B2 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | BR112016001774B1 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | CA2918955C |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | CA3192957A1 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | CN105636973B |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | CN108707174A |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | EP3027635B1 |
Page 21
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | EP3321274A1 |
|---|---|---|---|---|
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | HK1218918B |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | HK1255037A1 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | IDP000067409B |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | IN364502B |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | JP6208352B2 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | KR102303966B1 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | KR102414886B1 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | MX349969B |
Page 22
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | NZ716277A |
|---|---|---|---|---|
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | ZA201600908 |
| 12-001 | METHODS OF PREPARING NICOTINAMIDE RIBOSIDE AND DERIVATIVES THEREOF | Jul. 29, 2013 | Jul. 24, 2014 | ZA201802315B |
Page 23
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
SCHEDULE 3
A. Payment Schedule
| Year | One time payments (USD) | Annual Payment #1 (USD) | Annual Payment #2 (GBP) | Payment Schedule Date |
|---|---|---|---|---|
| 2025 | $1,004,697 | $500,000 | £35,000 | [***] |
| 2026 | $500,000 | £35,000 | [***] | |
| 2027 | $500,000 | £35,000 | [***] | |
| 2028 | $500,000 | £35,000 | [***] | |
| 2029 | $500,000 | £35,000 | [***] | |
| 2030 | $500,000 | £35,000 | [***] | |
| 2031 | $500,000 | £35,000 | [***] | |
| 2032 | $500,000 | £35,000 | [***] | |
| 2033 | $500,000 | £35,000 | [***] | |
| 2034 | $1,500,000 | $500,000 | £35,000 | [***] |
| 2035 | $500,000 | £35,000 | [***] | |
| 2036 | $500,000 | £35,000 | [***] | |
| 2037 | $2,000,000 | $500,000 | £35,000 | [***] |
B. Payment Account
[***]
This Assignment has been executed and takes effect on the date stated at the beginning of it.
Page 24
Certain information in this document (indicated by [***]) has been excluded pursuant to Regulation S-K Item 601(b)(10). Such information is not material and is treated by the Registrant as private or confidential.
| For and on behalf of | For and on behalf of |
|---|---|
| LEAD:<br><br>CHROMADEX, INC. | ASSIGNOR:<br><br>QUEEN’S UNIVERSITY BELFAST |
| /s/ Ozan Pamir | /s/ Matthew Wilson |
| ______________________________________ | ______________________________________ |
| Signed | Signed |
| Ozan Pamir | Matthew Wilson |
| ______________________________________ | ______________________________________ |
| Print name | Print name |
| CFO | Commercial Development Manager |
| ______________________________________ | ______________________________________ |
| Title | Title |
| 12/18/2025 | 12/17/2025 |
| ______________________________________ | ______________________________________ |
| Date | Date |
Page 25
Document
Exhibit 99.1
Niagen Bioscience Acquires Core Nicotinamide Riboside (NR) Patent Portfolio from Queen’s University Belfast
This acquisition establishes Niagen Bioscience as the sole owner of the most comprehensive and defensible intellectual property portfolio in the NAD+ industry
LOS ANGELES – December 22, 2025 – Niagen Bioscience, Inc. (NASDAQ: NAGE), the global authority on NAD+ (nicotinamide adenine dinucleotide) with a focus on the science of healthy aging, today announced that it has acquired a comprehensive portfolio of existing patents covering nicotinamide riboside (NR) and its salt forms from Queen’s University Belfast (QUB), further strengthening the Company’s long-standing leadership and ownership position in NAD+ precursor intellectual property.
The acquired portfolio comprises the core body of patents underpinning the production, composition, and commercial use of NR, encompassing foundational composition-of-matter patents covering crystal morphologies, methods of making NR and other NAD+ precursors, and global patent rights spanning multiple jurisdictions. Prior to this transaction, Niagen Bioscience held exclusive rights to these patents through long-standing licensing and joint ownership arrangements with QUB. With this acquisition, Niagen Bioscience now becomes the sole owner of this critical IP portfolio.
“This transaction consolidates the most important intellectual property underlying our NR business into Niagen Bioscience outright,” said Rob Fried, Chief Executive Officer of Niagen Bioscience. “Composition of matter patents are the strongest form of IP protection, and owning this portfolio further protects Niagen Bioscience shareholders against infringers of all known forms of the greatest precursor to NAD, NR.”
The acquired patents include those previously disclosed by the Company in March 2025, including U.S. Patent No. 12,252,506, which covers the composition of matter for multiple NR salt forms—such as NR Malate and NR Tartrate—as well as other NR derivatives. Composition-of-matter patents are widely regarded as the strongest form of intellectual property protection because they cover the patented molecule itself and its defined forms, regardless of specific manufacturing pathways or methods of use.
With the acquisition of this portfolio, Niagen Bioscience gains enhanced financial, strategic and operational flexibility, including greater control over the molecules it advances across current and future applications, including the ones that the Company plans to use for pharmaceutical applications. This also represents increased optionality in how the intellectual property is developed, partnered, or licensed. The Company’s intellectual property estate includes more than 90 issued and pending patents worldwide across NR and other NAD+ precursors, including over 50 issued and pending patents focused solely on NR, reflecting decades of leadership in NAD+ science and innovation.
Niagen Bioscience continuously evaluates next-generation NAD+ precursors while maintaining the category's most robust and defensible IP position.
For additional information on the IP and clinical research behind Niagen, visit www.niagenbioscience.com.
About Niagen Bioscience:
Niagen Bioscience, Inc. (NASDAQ: NAGE), formerly ChromaDex Corp., is the global leader in NAD+ (nicotinamide adenine dinucleotide) science and healthy-aging research. As a trusted pioneer of NAD+ discoveries, Niagen Bioscience™ is dedicated to advancing healthspan through precision science and innovative NAD+-boosting solutions.
The Niagen Bioscience team, composed of world-renowned scientists, works with independent investigators from esteemed universities and research institutions around the globe to uncover the full potential of NAD+. A vital coenzyme found in every cell of the human body, NAD+ declines with age and exposure to everyday lifestyle stressors. NAD+ depletion is a key contributor to age-related changes in health and vitality.
Distinguished by state-of-the-art laboratories, rigorous scientific and quality protocols, and collaborations with leading research institutions worldwide, Niagen Bioscience sets the gold standard for research, quality, and innovation. There’s a better way to age.
At the heart of its clinically proven product portfolio is Niagen® (patented nicotinamide riboside, or NR), the most efficient, well-researched, high-quality, and legal NAD+ booster available. Niagen powers the Company’s consumer supplement, Tru Niagen®, the number one NAD+ boosting oral supplement in the United States† (available at www.truniagen.com), and Niagen Plus™, featuring pharmaceutical-grade intravenous (IV) and injectable Niagen products (www.niagenplus.com). Pharmaceutical-grade Niagen IV and injections are compounded and distributed by U.S. FDA-registered 503B outsourcing facilities and are available exclusively at clinics with a prescription.
Niagen Bioscience’s robust patent portfolio protects NR and other NAD+ precursors. Niagen Bioscience maintains a website at www.niagenbioscience.com, where copies of press releases, news, and financial information are regularly published.
†Based on the top-selling dietary supplement brands by revenue per the largest U.S. e-commerce marketplace (as of 1/1/2024 - 12/31/2024).
Forward Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects,” “anticipates,” “intends” “estimates,” “plans,” “potential,” “possible,” “probable,” “believes” “seeks,” “may,” “will,” “should,” “could,” “predicts,” “projects,” “continue,” “would” or the negative of such terms or other similar expressions.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those described. These risks and uncertainties include, but are not limited to, inflationary conditions and adverse economic conditions; our history of operating losses; the growth and profitability of our product sales; our ability to maintain and grow sales, marketing and distribution capabilities; changing consumer perceptions of our products; our reliance on a single or limited number of third-party suppliers; risks of conducting business in China; including unanticipated developments in and risks related to the Company’s ability to secure adequate quantities of pharmaceutical-grade Niagen in a timely manner; the Company’s ability to obtain appropriate contracts and arrangements with U.S. FDA-registered 503B outsourcing facilities required to compound and distribute pharmaceutical-grade Niagen to clinics; the Company’s ability to remain on the U.S. FDA Bulk Drug Substances Nominated for Use in Compounding Under Section 503B of the Federal Food, Drug, and Cosmetic Act Category 1 list; the Company’s ability to maintain and enforce the Company’s existing intellectual property and obtain new patents; whether the potential benefits of NRC can be further supported; further research and development and the results of clinical trials possibly being unsuccessful or insufficient to meet applicable regulatory standards or warrant continued development; the ability to enroll sufficient numbers of subjects in clinical trials; determinations made by the FDA and other governmental authorities, including with respect to products seeking to compete in our market; economic and market instability, including as a result of tariffs or trade conflicts; and the risks and uncertainties associated with our business and financial condition in general, described in our filings with the Securities and Exchange Commission (SEC), including, without limitation, our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q as filed with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and actual results may differ materially from those suggested by these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Niagen Bioscience undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.
Niagen Bioscience Media Contact:
Kendall Knysch, Senior Director of Media Relations & Partnerships
310.405.5227
kendall.knysch@niagenbio.com
Niagen Bioscience Investor Relations Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
212.896.1254
Niagen@kcsa.com