Vendor Agreement between the Registrant and BioTE Medical, LLC, dated December 1, 2020

Exhibit 10.13

Certain identified information marked with [***] has been excluded from this exhibit because it is not

material and is of the type that the registrant treats as private and confidential.

Vendor Agreement

Between

Thorne Research, Inc.

And

BioTE Medical, LLC

December 1, 2020

1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

VENDOR AGREEMENT

This Vendor Agreement (“this Agreement”) is made and entered into as of the 1st day of December 2020 (“the Effective Date”), by and between Thorne Research, Inc., a South Carolina corporation (“Thorne”), having its offices at 620 Omni Industrial Blvd., Summerville, South Carolina 29486, and BioTE Medical, LLC, a Texas limited liability company (“BioTE”), having its offices at 1875 West Walnut Hill Lane, Suite 100, Irving, Texas 75038, and who are sometimes referred to individually as a “Party” or together as the “Parties.”

WHEREAS, the Parties entered into that certain Non-Exclusive Co-Marketing Agreement, dated May 30, 2019, but the Parties now desire to replace that agreement with the terms, conditions, and obligations of this Agreement; and

WHEREAS, Thorne intends to provide product and AgeBio testing of up to [***] toward the funding of a clinical trial to be sponsored by and conducted by BioTE and Thorne; and

WHEREAS, Thorne remains engaged in the business of research, development, manufacture, distribution, and sale of a line of nutritional supplement products that promote better health and wellbeing for patients through health-care practitioners who prescribe or recommend Thorne’s nutritional supplement products to their patients; and

WHEREAS, BioTE remains engaged in the business of recruiting, training, and supporting physicians and other healthcare providers located in the United States of America or any of its territories to perform BioTE’s proprietary method of hormone balance (“BioTE Medical Hormone Pellet Therapy”) using pelletized therapeutic products derived from natural plant sources designed to replicate the body’s normal hormonal levels; and

WHEREAS, BioTE commits to a long-term strategic partnership with Thorne to grow the supplements and wellness products offering for BioTE’s 5,500 practitioners in the U.S. BioTE also commits to work with Thorne to provide supplements for BioTE’s currently unserved international practitioners. BioTE has invested considerable funds and will continue to invest funds creating a market for these Thorne supplements in the clinical, retail, direct to consumer, and online markets in Mexico and South America.

WHEREAS, BioTE currently sells only to medical practitioners, BioTE is making a considerable investment in adding direct-to-patient and direct-to-consumer supplement sales. All Thorne-BioTE products will be marketed to these large new markets in Q1 2021. Although BioTE’s growth with Thorne has been strong in the practitioner market, it will only be a fraction of the new direct-to-patient and direct-to-consumer market. Considerable growth can also be predicted on the automatic delivery/subscription service that will be available at the start of the program in Q1 2021.

2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

WHEREAS, BioTE will continue to use Thorne as a contract manufacturer for the current BioTE-labelled nutritional supplement products listed in Appendix 1, and as mutually agreed on for future nutritional supplement product development and manufacturing for BioTE-labelled nutritional supplement products and, where appropriate and mutually agreed on, recommend Thorne’s nutritional supplement product line to those health-care practitioners who prescribe and recommend the BioTE Medical Hormone Pellet Therapy to their patients.

NOW THEREFORE, the Parties agree on the following terms, conditions, and obligations as set forth herein:

3

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

4

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

5

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

[SIGNATURE PAGE FOLLOWS]

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

IN WITNESS WHEREOF, the Parties have executed this Vendor Agreement as of the Effective Date above written.

8

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Appendix 1

Current BioTE-labelled Nutritional Supplement Products

Methyl Guard Plus

Meriva 500 SF

DIM SGS +

ADK 5

ADK 10

FloraSport Probiotic

Iodine

Omega w/CoQ10

Bacillus Coagulans

9

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Appendix 2

Shipping Provisions

All shipping of BioTE products will be coordinated through Thone’s Shipping Department, who will be responsible for determining and administering the most cost-effective and timely means of transit.

Orders will be processed for fulfillment from 8:30 am to 7:00 pm ET (4 pm PT).

Within the continental U.S., the following shipping terms will apply:

Shipments to Hawaii will be billed to BioTE at [***], with delivery being 3 business days from pick-up.

The Shipping Department will also coordinate International shipments as required.

Discounts for Order Processing for BioTE 3PL

During the term of this agreement, if and when BioTE elects uses their own third party logistics provider (3PL) for order fulfillment, Thorne agrees to a [***] per bottle discount as Thorne will no longer be required provide order processing (pick-pack-ship) direct to Clinics or Patients, and only ship in bulk quantities to the selected BioTE 3PL.

10

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Appendix 3

Quality Agreement

This Quality Agreement (“this Agreement”) is made as of the 1st day of December 2020, by and between:

Thorne Research, Inc. (“Thorne”) having a principal place of business at 620 Omni Industrial Blvd., Summerville, South Carolina 29486, with an FDA Food Facility Registration Number of ###-###-####,

and

BioTE Medical, LLC (“BioTE”) having a principal place of business at 1875 West Walnut Hill Lane, Suite 100, Irving, Texas 75038.

WHEREAS, BioTE has contracted with Thorne to provide manufacturing services in respect of certain Products (as set forth in Exhibit 1 of this Agreement) (the “Products”); and

WHEREAS, the parties desire to allocate the responsibility for procedures and Specifications, as defined below in Section 1.1 and set out in Exhibit 1 herein, impacting on the identity, strength, quality, and purity of the Products.

NOW THEREFORE, in consideration for the promises and agreements contained herein, the parties agree as follows:

Both parties acknowledge that Thorne’s and BioTE’s businesses and operations are regulated by the U.S. Food and Drug Administration (“FDA”) and therefore agree to comply with the requirements of this Agreement and the Specifications. For purposes of clarity, the terms and conditions of this Agreement will apply to the Products set forth in Exhibit 1, as well as any future products manufactured by Thorne on behalf of BioTE.

This Agreement defines the responsibilities of Thorne and BioTE for assuring compliance with current Good Manufacturing Practices (21 CFR Part 111), and quality activities associated with production, packaging, testing, and release of Products (“cGMPs”).

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

This Agreement does not define the business terms relating to the commercial supply of Products. To the extent there is conflict or inconsistency between the provisions of this Agreement and a BioTE purchase order and/or the Non-Exclusive Co-Marketing Agreement between Thorne and BioTE, the terms of the Purchase Order and/or such Non-Exclusive Co-Marketing Agreement will govern with respect to the terms and conditions relating to the business and commercial supply requirements for Products.

Listed below are the following Exhibits that are attached hereto and incorporated into this Agreement:

Exhibit 1 — Products and Specifications

Thorne will itself manufacture, except for as set forth in Section 15.0, Products in accordance with the requirements of cGMPs.

Thorne will conduct manufacturing operations in accordance with current cGMP guidelines and accepted industry practices during the term of this Agreement. These requirements include maintaining a quality assurance system and facility that complies with and satisfies the requirements of 21 CFR Part 111, or an equivalent standard, where applicable, for any electronic records and computer systems.

Thorne and BioTE are responsible for complying with the regulatory requirements that are specifically set forth in this Agreement or the Division of Responsibilities.

Thorne may be periodically audited upon reasonable notice by BioTE or an approved BioTE agent for compliance to current cGMPs and BioTE requirements and to assess the effectiveness of Thorne’s quality system. Thorne will allow BioTE reasonable access to the facility, to appropriate personnel, and to relevant documents, including laboratory testing notebooks. The cost of such audit will be borne by BioTE. Trade secret documents that relate to formulas and manufacturing processes will need approval from Thorne’s Chief Operating Officer prior to sharing documents with BioTE. Documents will not be transmitted electronically, but can be viewed as hard copies during compliance audits.

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Thorne is responsible to register its manufacturing facility with the FDA and to maintain the registration documents such that they are readily available for inspection, as the case may be.

Thorne’s current FDA Food Facility Registration Number is ###-###-####.

Thorne will notify BioTE’s Quality Control of any regulatory inspections and state or federal correspondence (which include, but are not limited to, FDA Form 483s, FDA Warning Letters, and FDA or state board inspection reports, among others) concerning Product quality within three (3) business days or sooner. Thorne will also provide a copy of any such inspection reports or copies of any correspondence received from state or federal regulators to BioTE within three (3) business days or sooner per lawyer client privileges.

BioTE will notify Thorne of any regulatory inspections that BioTE is subject to that implicate Thorne or involve any of Thorne’s products manufactured under BioTE’s label, and Thorne agrees to be immediately available by telephone to provide any appropriate documentation that BioTE will need to satisfy the inspection. BioTE to provide a copy of inspection reports related to Thorne manufactured products within three business days of receiving the final report.

Procedures will be established by Thorne to assure that all personnel are adequately educated and routinely trained according to cGMP regulations and job functions.

Thorne will maintain and record training documents, and will provide evidence of personnel qualification and routine training to BioTE immediately upon request.

Thorne will maintain on site a system of written quality procedures, manufacturing instructions, and facility operations that reflect the processes set forth in the specifications. In addition, Thorne will, in accordance with cGMPs, maintain a change management system that tracks and controls changes to such documents.

13

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Thorne will provide BioTE with at least thirty (30) days’ prior written notice of any significant changes that have potential effects on the quality and/or marketing authorization of the products listed within this document. Change requests will confirm that product characteristics will be unaffected and will be supported by technical documentation. Significant changes to product manufacturing or packaging processes, equipment, production sites, tests, or specifications that would require regulatory approval or notification must be mutually agreed upon in writing by Thorne and BioTE.

The parties mutually agree to make changes to the Products and Specifications (as listed on Exhibit 1) to comply with cGMPs or any governmental guidelines. Thorne agrees to implement any changes to the extent such changes are necessary to comply with cGMPs and any governmental guidelines.

Thorne will provide at least thirty (30) days’ prior written notice to BioTE of any proposed changes relating to the storage or shipment of Products, as well as any planned changes in any facilities or equipment that may impact the manufacturing of Products.

Thorne will maintain Certificates of Analysis (“COA”) for each batch of Product delivered, and will make such COAs available to BioTE upon request. In accordance with 21 CFR § 111.75, BioTE will rely on the information provided in the COA provided that:

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

The COA must specify the Product, specifications, including (if available) label claim, expiration date, and results for the particular lot, and when applicable will include test method reference and the signature of the person authorized to release the lot. Thorne will provide copies of internal and external test data sheets and chromatograms for applicable analytical tests on request for investigations or as necessary.

Thorne will include with the COA any record of investigation report prepared in response to an unplanned deviation or out-of-specification test result.

Thorne will identify knowledgeable and qualified professionals readily accessible who will provide information and respond to queries, as follows:

Thorne will investigate thoroughly any unplanned deviation from approved procedures or out-of-specification test results, or any deviation that results from noncompliance with 21 C.F.R. § 101.9(g)(4)(i), that is, a deviation that results when the nutrient content of the composite is not formulated to be at least equal to the value for that nutrient declared on the product’s label. Such investigation must adhere to an approved written procedure and be documented. Review and approval of such investigation by Thorne’s Quality Assurance is required prior to disposition or disposal of the Product, if required and necessary. No Product involved in an investigation may be distributed or released to BioTE until the investigation is completed.

15

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Thorne must inform BioTE in writing of any major planned deviation, major unplanned deviation, or confirmed out-of-specification result affecting a Product’s quality after manufacturing or packaging, and submit to BioTE an investigation plan prior to completion of the investigation. Examples of situations that require an investigation and report include: (i) Confirmed out-of-specification laboratory result; (ii) major process deviation; (iii) failure of equipment that affects a Product; and (iv) significant yield deviation in or between bulk, packaged Product, and labeling.

A report on root cause of the problem and corrective action/preventative action plan is due within thirty (30) calendar days of the discovery of any major process deviation or confirmed out of specification result.

Thorne will have and follow written procedures in place for sampling and testing each batch of the Product prior to release. Such procedures include the following:

Upon request, Thorne will provide BioTE with written procedures for samples and testing the product. Thorne will allow BioTE the opportunity to request different and/or additional sampling and product testing only for investigation purposes

16

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

No batch of Product will be released to BioTE prior to approval by a qualified professional. Thorne will appoint a qualified professional who will ensure that Products meeting BioTE’s Specifications are released to BioTE.

Thorne will certify destruction of any excess, expired, obsolete, or rejected Products or raw materials. Thorne will provide a Certificate of Destruction attesting that such Products or materials were destroyed at BioTE’s request (“COD”).

Thorne will comply with federal, state, and local applicable environmental and safety laws and regulations pertaining to handling of any waste arising from the manufacture of Products.

Thorne will comply with all review and investigation process requirements as set forth in the sections below and in 21 CFR 111.

Thorne or BioTE may be notified of complaints received by customers or consumers of the Product. For purposes of this Agreement, “Routine Complaints” include any complaint that is not life threatening and includes, without limitation, short product count, incorrect address, and delayed shipments. If and when Thorne or BioTE receives a Routine Complaint, the receiver of such a Routine Complaint must notify the other party within 72 hours, unless such complaint is an Urgent Complaint as defined below. These include complaints received either verbally or in a written format for both Urgent Complaints and Routine Complaints.

For purposes of this Agreement, “Urgent Complaints” include any complaint that alleges an adverse event; adulteration, contamination, tampering, misbranding, mislabeling, lack of stability, or that may reasonably be interpreted as having significant safety or regulatory consequences. With respect to Urgent Complaints, Thorne will notify BioTE of receipt of an Urgent Complaint immediately, and not less than 24 hours after receipt. Further, Thorne will respond to BioTE inquiries in writing immediately upon BioTE’s receipt of an Urgent Complaint, and not less than 24 hours after receipt.

17

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

The procedures for handling Product complaints must address recording, managing, and investigating complaints, and the party responsible for recording, reporting, and investigating Product complaints will forward such Product complaints to the other party.

Thorne will comply with all reasonable requests made by BioTE in connection with a Product complaint, the procedures for managing Product complaints, and the investigation thereof of any Product.

A written record of each Product complaint will be received and maintained in accordance with cGMPs, FDA guidelines, and Thorne’s policy for handling Product complaints. A reasonable attempt should be made to obtain and document the following information on each Product complaint record:

BioTE samples that contain Product (“BioTE Samples”) will be provided by BioTE to Thorne for purposes of complaint investigations, if available.

Thorne will document receipt of BioTE Sample(s) in the complaint record and will maintain BioTE Samples in a secure location.

All Routine and Urgent Complaints received by either BioTE or Thorne regarding any of the Products require an investigation. For Routine and Urgent Complaints, the investigation plan, outline, or list of action steps must be submitted to BioTE. The investigations may be wholly or partially executed by Thorne but must minimally include provisions for:

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Investigations on Urgent Complaints will be initiated immediately with a target completion date of seven (7) calendar days. An investigation report must be issued inclusive of results of all testing performed, data reviews, and trend discoveries, with a conclusion and corrective action/preventative action plan recommendations, as required, at the close of an investigation. A copy of the final report must be kept on file by Thorne as part of the complaint record. Final investigation reports must be forwarded to BioTE within three (3) business days of completion.

Product testing on returned or retained samples in the custody of Thorne is at the discretion of Thorne. BioTE may request that Thorne perform Product testing; however, Thorne will follow its own written procedures for testing returned or retained samples. Any returned or retained samples sent to Thorne not consumed by required testing will be returned to BioTE.

Thorne will have sole responsibility for initiating and managing any recall of BioTE’s Products manufactured or procured by Thorne. BioTE will be informed prior to the initiation of a recall to the extent that such recall arises out of a breach of its obligations hereunder.

There will be timely exchange of information between Thorne and BioTE about any potential recall, as follows:

19

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

BioTE will require a COD should Product be returned to Thorne as the result of a recall.

Thorne will pay BioTE all reasonable, out-of-pocket, costs, expenses, and attorneys’ fees borne by BioTE in connection with any recall of Thorne’s products manufactured under BioTE’s label, or in connection with any recall of product whose manufacturing process was outsourced by Thorne but bearing BioTE’s label.

Thorne will hold, in a secure manner, original records and representative samples from the manufacture and control of each lot of Product. Product samples must be stored under controlled and labeled conditions. All production history documentation will be available to BioTE for inspection while onsite. Electronic records will satisfy the requirements of 21 CFR Part 111 or an equivalent standard, where applicable.

Retained samples to be kept per Thorne’s internal procedure and will be provided to BioTE upon BioTE’s request.

Thorne to follow internal document retention schedule per policy document POL-00001.

The parties will mutually agree in advance of plans to rework or reprocess Product unless an already agreed on procedure exists and there are no trends, or as permitted by the terms set forth in this Section. No change will be made to a validated process without the prior written authorization of BioTE. Thorne may not reprocess Product, unless reprocessing to correct defects of the type that from time to time arise during a packaging run (e.g., jams which damage secondary packaging) due to machine capabilities. Such routine reprocessing must be documented in the packaging record.

Thorne will have written procedures that describe the system for reworking or reprocessing Product. The system must provide for trending and include corrective and preventive action. Product recovery will be in keeping with the agreed upon procedure and documented. For Product to be considered releasable, all predetermined Specifications and other quality criteria must be met.

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Thorne will maintain a written program of self-inspection by technical personnel for all cGMP areas, as follows:

Thorne and BioTE will mutually agree on procedures for determining Best-Use-By Dating for purchased BioTE products. Thorne will provide BioTE with a written explanation of the data to be used for determining Best-Use-By dates for each item. For all private-label products where full stability testing has been performed on the finished product, Thorne will provide BioTE with a copy of the final summary report upon request. BioTE may contract with Thorne additional stability testing of finished Products at BioTE’s expense. That stability testing program will be in writing and include the following elements:

21

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Thorne will follow its SOP-00212 “Stability Testing Program.”

Thorne will store manufactured Products in defined areas under appropriate conditions of temperature, humidity, and light and in accordance with specifications such that quality is not affected. In addition, Thorne will have written procedures that describe storage, handling and distribution of the Product and minimally address:

In the event that a Purchase Order authorizes Thorne the right to subcontract Product manufactured, tested, or processed, such contractor must meet cGMP standards and BioTE’s regulatory requirements. Thorne must ensure that the subcontractor’s personnel are adequately educated and routinely trained according to cGMP regulations and job functions, in accordance with Section 2.6 above. Thorne must notify BioTE which aspects of manufacturing will be subcontracted and what manufacturing facilities will be used when initial product manufacturing quotes are provided. BioTE agrees this information will be kept confidential and will only be used for meeting cGMP compliance obligations. Thorne will provide results of audits of subcontracted manufacturing facilities to BioTE on request.

This Agreement may only be modified by a writing signed by duly authorized representatives of Thorne and BioTE. The failure of either party to insist on strict performance of any provision of this Agreement, or to exercise any right or remedy, will not be deemed a waiver of such performance, right or remedy, of that or any other provision of this Agreement.

22

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

If this paragraph is initialed by Thorne and BioTE, then this Agreement is supplemented by the additional terms and conditions contained in the attached Exhibit 1 (    ), ( ).

The Parties agree that a facsimile signature will be deemed an original.

IN WITNESS WHEREOF, the parties have duly executed this Quality Agreement as of the date first written above and is effective until termination of the Vendor Agreement between Thorne and BioTE.

23

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Appendix 4

Products and Specifications to be included on Certificate of Analysis

24

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

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Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

26

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

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