Exhibit 10.1 COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT ("Agreement") is made as of this 18t h day of August 2014 (the "Effective Date"), by and between Capsugel US, LLC and its Affiliates with an address at 412 Mt. Kemble Ave, Suite 200C, Morristown, NJ 07960 ( "CAPSUGEL") and Cardax, Inc., and its Affiliates, with a corporate address at 2800 Woodlawn Dr., Suite 129, Honolulu, HI 96822 ("CARDAX"). CARDAX and CAPSUGEL are each a "Party" and together constitute the "Parties" RECITALS WHEREAS, CAPSUGEL is experienced in formulating, developing, manufacturing, testing and packaging of health and nutrition products; and WHEREAS, CARDAX is experienced in developing products that are based on its astaxanthin technologies; and WHEREAS, CAPSUGEL and CARDAX desire to enter into an arrangement under which the Product (as defined below) will be formulated and developed for the purpose of identifying a marketing partner(s) ("Marketer") for Marketer's onward sale of the Product in the Territory. NOW, THEREFORE, the Parties hereto agree to the following: SECTION 1 DEFINITIONS The following terms for the purpose of this Agreement shall have the following respective meanings: 1.1 "Active Ingredient" shall mean the synthetic Astaxanthin and/or esters thereof that will be formulated in the Product as the active ingredient of the Product. 1.2 "Adjusted Net Sales" shall mean [***]. 1.3 "Administrative Cost" shall mean [***]. 1.4 "Affiliate" shall mean, with respect to either Party, all entities which, directly or indirectly, are controlled by, control or are under common control with such Party. For purposes of this Agreement, the word "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, including through ownership of more than fifty percent (50%) of the voting shares or interest of an entity; provided, however, with respect to CAPSUGEL,