LICENSE AGREEMENT

Exhibit 4.3

August 19, 2005

LICENSE AGREEMENT

Between

L & J BECVAR, L.P.

LICENSOR

And

CHROMADEX, INC.

LICENSEE

License Agreement
Table of Contents

ARTICLE I — Definitions			1
ARTICLE II — Patent License and Technology			3
2.1 License Grant			3
2.2 Sublicenses			3
2.3 Retained Grants			4
2.4 No Implied Rights			4
2.5 Newly Developed Technologies by Licensor			4
2.6 Newly Developed Technologies by Licensee			4
ARTICLE III — Payments, Royalties and Reports			5
3.1 License Fee(s)			5
3.2 Sublicense Fee			5
3.3 Earned Royalties			5
3.4 Minimum Royalties			5
3.5 Patent Costs and Expenses			6
3.6 Royalty and Reports; Method of Payment; Payment Exchange Rate and Currency Conversions			6
3.6.1 Reports and Payment			6
3.6.2 Method of Payment			6
3.6.3 Currency Conversions			7
3.7 Maintenance of Records; Audits			7
ARTICLE IV — Performance			8
ARTICLE V — Patents			8
5.1 Filing, Prosecution and Maintenance of Patents			8
5.2 Enforcement			9
5.3 Marking of Products			9
ARTICLE VI — Confidentiality; Additional Covenants; Stock Issuance			9
6.1 Nondisclosure Obligation			9
6.2 Additional Covenants and Acknowledgments of Licensee			10
6.3 Capitalization			10
6.4 Authorization of Stock			11
6.5 Promotional Marketing			11
6.6 Investment Representations			11
ARTICLE VII — Negation of Warranties; Indemnification			12
7.1 Disclaimer			12
7.2 Additional Disclaimers			12
7.3 Indemnification by Licensee			12
7.4 Insurance			12

ARTICLE VIII — Term and Termination			13
8.1 Term and Expiration			13
8.2 Termination for Cause			13
8.3 Material Breach by Licensee			13
8.4 Technology and Know-How License			14
8.5 Validity			14
8.6 Effect of Termination			14
ARTICLE IX — Miscellaneous			15
9.1 Assignment			15
9.2 Governing Law			15
9.3 Waiver			15
9.4 Independent Relationship			15
9.5 Export Control			16
9.6 Entire Agreement; Amendment			16
9.7 Notices			16
9.8 Force Majeure			17
9.9 Severability			17
9.10 Binding Nature of Agreement			17
9.11 Arbitration			17
9.12 Counterparts			18
EXHIBIT A			19
EXHIBIT B
EXHIBIT C

LICENSE AGREEMENT

THIS AGREEMENT (“Agreement”) is effective as of the date of the last signature hereto (“Effective Date”) between L & J Becvar, L.P., a limited partnership organized and existing under the laws of Texas, having a place of business at El Paso, Texas (“Licensor”) and ChromaDex, Inc., a corporation organized and existing under the laws of California, having a place of business at Santa Ana, California (“Licensee”).

BACKGROUND

A. Licensor owns certain Patent Rights (defined herein).

B. Licensee desires to license from Licensor the Patent Rights in order to commercialize processes, methods and marketable products covered thereby.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, and Subject to the terms and conditions contained herein, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

As used In this Agreement, the following terms, whether used in the singular or plural, shall have the respective meanings set. forth below:

1.1 The term “Affiliate” shall mean any individual or entity directly or indirectly controlling, controlled by or under common control with, a party to this Agreement. For purposes of this Agreement, the direct or indirect ownership of over fifty percent (50%) of the outstanding voting securities of an entity, or the right to receive over fifty percent (50%) of the profits or earnings of an entity shall be deemed to constitute control. Such other relationship as in fact gives such individual or entity the power or ability to control the management, business and affairs of an entity shall also be deemed to constitute control.

1.2 The term “Calendar Quarter” shall mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31.

1.3 The term “Calendar Year” shall mean each successive period of twelve (12) months commencing on January 1 and ending on December 31.

1.4 The term “Common Stock” shall mean common stock of Licensee, $0.0001 par value.

1.5 The term “First Commercial Sale” shall mean, the initial transfer or the initial practice thereof by or on behalf of Licensee, or it’s Affiliates or its sublicensees for end use of Licensed Products in exchange for cash or other consideration.

1.6 The term “Licensed Products” shall mean any product, composition, method or process which, in the course of manufacture, use, practice, sale or import is:

	(a)		within the scope of one or more claims of the Patent Rights; or
	(b)		A product containing any one or more of the following or similar elements and which is intended to be used as part of any product, composition, method or process which is within the scope of one or more claims of the Patent Rights:

	(i)		analytical chemistry media (i.e. TLC plates);
	(ii)		luminescent bacteria for detection (stabilized);
	(iii)		chemicals and reagents for performing steps covered under the Patent Rights;
	(iv)		detection devices or media; and/or
	(v)		Instruction manual describing or inducing one to perform the steps covered under the Patent Rights.

1.7 The term “Net Sales” shall mean the gross revenues received by Licensee, Affiliates, or sublicensees from the sale of Licensed Products less sales and/or use taxes actually paid, import and/or export duties actually paid, outbound transportation prepaid or allowed, and amounts allowed or credited due to returns (not to exceed the original billing or invoice amount). Transfer of a licensed product within licensee or between licensee and an Affiliate for sale by the transferee shall not be considered a Net Sale for purposes of ascertaining royalty charges. In such, circumstances, the gross sales price and resulting Net Sales price shall be based upon the sale of the Licensed Product by the transferee.

1.8 The term “Minimum Annual Sales” shall mean Net Sales equal to the following amount for the following years:

	(i)		Second year: two hundred thousand dollars ($200,000)
	(ii)		Third and Fourth years: five hundred thousand dollars ($500,000) each year
	(iii)		Fifth and Sixth years: one million dollars ($1,000,000) each year
	(iv)		Thereafter $2,000,000 each year

1.9 The term “Patent Right(s)” shall mean: Luminous Bacteria and Methods for the Isolation, Identification and Quantification, of Toxicants described in U.S. Patent, 6,673,563 and Kit for the Isolation, Identification and Quantification of Toxicants described in U.S. Patent. 6,340,572, and Luminous Bacteria and Methods for the Isolation, Identification and Quantification of Toxicants described in U.S. Patent 6,017,722 as well as divisional, continuation and substitute patent applications claiming priority there from and any and all reissues, reexaminations and extensions thereof; and all foreign equivalents thereof.

1.10 The term “Territory” shall mean the world.

ARTICLE II
PATENT LICENSE AND TECHNOLOGY

2.1 License Grant . Upon the terms and conditions set forth herein, Licensor hereby grants to Licensee, and Licensee accepts, an exclusive worldwide license under the Patent Rights to make and have made, to use and have used, to research and have researched, to develop and have developed, to commercialize and have commercialized, to manufacture and have manufactured, to promote and have promoted, to practice and have practiced, to sell and have sold, to offer to sell, to export and have exported, and to import and have imported any Licensed Products.

2.2 Sublicenses .

(a) Licensee may grant sublicenses consistent with this Agreement.

(b) Licensee must deliver to Licensor, a true and correct copy of each sublicense granted by Licensee, and any modification or termination thereof, within thirty (30) days after execution, modification, or termination.

(c) Licensee shall provide Licensor with prompt notification of the identity and address of each Affiliate or sublicensee to which it grants a sublicense and Licensee shall in a timely manner provide Licensor with a copy of each sublicense agreement which shall be treated as confidential information in accordance with Section 6.1.

2.3 Retained Rights . Licensor and the University of Texas at El Paso shall retain the right, to use the Patent Rights for research, development and non-commercial purposes, which retained right shall include the right to conduct research and development, to present research results at scientific meetings, and to publish research results in professional or scholarly journals, and for non-commercial purposes at the University of Texas at El Paso provided, however such, purposes may include the development of further improvements of the Patent Rights for commercialization. Licensor will submit its manuscript, for any proposed publication of research related to Patent Rights to Licensee at least thirty (30) days before publication, and Licensee shall have the right to review and comment upon the publication in order to protect Licensee’s confidential information. Upon Licensee’s request, publication will be delayed up to sixty (60) additional days to enable Licensee to secure adequate intellectual property protection of Licensee’s property that would be affected by the publication. For the purposes of this clause “publication” shall mean any public disclosure as defined under patent law.

2.4 No Implied Grants . No license or right is hereby granted by implication, estoppel, or otherwise, which are not specifically granted to Licensee hereunder.

2.5 Newly Developed Technologies by Licensor . The parties recognize that James E. Becvar is an employee of the University of Texas at El Paso and is continuing research relating to the Patent Rights and their development and application, each an “Improvement”. As an employee of the University of Texas at El Paso, he is required to assign inventions made under specified conditions to the University of Texas at El Paso, Improvements, if any, owned by the University of Texas at El Paso will be offered to Licensee by the University of Texas at El Paso for licensing under terms and conditions set forth in a separate agreement, In the event that Licensee does not license the Improvement, Chromadex will grant to the University of Texas at E1 Paso a sublicense to the Patent Rights as defined in this Agreement for the purpose of enabling the commercialization of the Improvement. The sublicense fee shall be substantially identical to the terms of the Agreement. Subject to existing or hereafter arising obligations to the University of Texas at El Paso, James E. Becvar will seek the consent of the University of Texas at El Paso to advise Licensee of new inventions reasonably relating to the Patent Rights that may be available for licensing from the University of Texas at El Paso.

2.6 Newly Developed Technologies by Licensee . Subject to obligations to the University of Texas at El Paso, Licensee will, reasonably cooperate to advise Licensor of new inventions reasonably related to the Patent Rights which may be available for licensing from Licensee to Licensor, the University of Texas at El Paso, or other third parties.

ARTICLE III
PAYMENTS: ROYALTIES AND REPORTS

3.1 License Fee(s) . Licensee shall reimburse Licensor the cost associated with technology development, patent, protection, and patent maintenance and legal fees associated with licensing the Patent Rights, in the form of a license fee payable as follows:

(a) A non-creditable and non-refundable license fee of one hundred ten thousand dollars ($110,000) to be paid as follows:

	(i)		$10,000 as of the Effective Date of the Agreement;
	(ii)		$2,500 paid on the last business day of each of the months September, October, and November 2005; and
	(iii)		$5,000 paid on the last business day of each month thereafter until payment of the $110,000 License Fee has been made, or if greater, 2% of Net Sales paid on the last business day of each month until payment of the $110,000 has been made.

(b) ChromaDex Common Stock, the number of shares to be equal to two percent (2%) of the capital stock of Licensee on a fully diluted basis as of the effective date of the License Agreement, said stock to have “piggy-back” registration rights on terms and conditions consistent with industry standards and any previous agreements granted by Licensee (e.g. the Napro registration rights). Further, Licensor will have anti-dilution rights as set forth in Exhibit A attached hereto.

3.2 Sublicense Fee . Licensee will pay to Licensor:

(a) 20% of any cash payment made to Licensee in consideration of a sublicense, other than royalty payments, which are covered by Section 3.3 below, and/or

(b) a fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from sublicensee in consideration of a sublicense, but not including royalty payments which are covered by Section 3.3 below, such consideration to include, without limitation, equity in other companies.

3.3 Earned Royalties . Licensee shall pay to Licensor royalties in an amount equal to 2.5% of Net Sales of Licensed Products by Licensee, its Affiliates and sublicensees. Royalties shall be payable on all products worldwide, without regard to whether there are Patent Rights in any country other than the United States. The negotiated royalty rate of 2.5% represents a rate that is negotiated in lieu of a higher United States royalty rate and no royalty for outside the United States.

3.4 Minimum Royalties .

(a) Licensee agrees to pay to Licensor the annual minimum royalty payments of ten thousand dollars ($10,000) per year (and increasing by fifteen percent each year) commencing on the first anniversary of the License Agreement, subject to a cap of $20,000 per year. Minimum royalties are creditable against earned royalties for the applicable year period.

(b) Minimum royalties shall be due and payable upon the first and each successive anniversary of the Effective Date of this Agreement, Waiver by Licensor of any minimum royalty payable hereunder shall not be deemed to constitute a waiver of any subsequent minimum royalty payment.

3.5 Patent Costs and Expenses . During the term of the Agreement, Licensee shall reimburse Licensor any and all the amounts for patent costs and expenses to prosecute and maintain the Patent Rights; provided such costs are incurred in accordance with Section 5.1 of this Agreement.

3.6 Royalty and Reports; Method of Payment; Payment Exchange Rate and Currency Conversions .

3.6.1 Reports and Payment . Within sixty (60) days following the close of each Calendar Quarter, beginning immediately after the Effective Date, Licensee must deliver to Licensor a true and accurate written report, even if no payments are due Licensor, giving the particulars of the business conducted by Licensee and its sublicensee(s), if any exist, during the preceding three (3) calendar months under this Agreement as are pertinent to calculating payments hereunder. Simultaneously with the submission of the written report, Licensee shall pay to Licensor, on behalf of Licensee, its Affiliates and sublicensees, the aggregate royalty due in United States dollars for such Calendar Quarter. The reports shall include, without limitation, country of sale, date sold, quantity, applicable deductions and calculation of royalty for each sale. If for any Calendar Quarter no royalties are due, Licensee shall submit a report with a written statement to that effect and the calculation therefore.

(a) On or before each anniversary of the Effective Date, irrespective of having a First Commercial Sale or offer for First Commercial Sale, Licensee must deliver to Licensor a written progress report as to Licensee’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing licensed subject matter In the I Territory and Licensee’s (and, if applicable, sublicensee’s) commercialization plans for the upcoming year.

3.6.2 Method of Payment . Payments to be made by Licensee to Licensor under this Agreement shall be paid by check or by bank wire transfer in immediately available funds to such bank account in the United States designated in writing by Licensor from time to time. Licensee agrees to pay license fee as described in 3.1 according to the following distribution:

(a) $110,000 to James Becvar directly for reimbursement of costs associated with technology development, patent protection and maintenance and legal fees associated with licensing;

(b) 2.0% ChromaDex Stock to Licensor; and

(c) 2.5% of Net Sales to Licensor.

3.6.3 Currency Conversions/Tax Withholding . Payments shall be made in United States dollars to the extent that conversions to United States dollars are permitted. The rate of exchange to be used in any such conversion from the currency in the country where such Net Sales are made shall be the commercial rate of exchange prevailing in the United States on the last day of the Calendar Quarter calculated using the exchange rate (local currency, per US$1) published in The Wall Street Journal, Western Edition, under the heading “Currency Trading.” If due to restrictions or prohibitions imposed by national or international authority, royalties in any country cannot be remitted to Licensor within six (6) months after the end of the Calendar Quarter during which they are earned, then Licensee shall be obligated to deposit the royalties in a bank account in such country in the name of Licensor or Licensor’s designee. If Licensee concludes that tax withholdings under the laws of any country are required with respect to payments to Licensor, Licensee may deduct and pay to the appropriate governmental authorities the amount required to be withheld from the amount due Licensor and provide to Licensor reasonable evidence of such payment.

3.7 Maintenance of Records: Audits .

(a) Licensee shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon the written request of Licensor, Licensee shall permit Licensor or Licensor’s representative or accountant, at Licensor’s expense, once annually to have access during normal business hours to the records of Licensee to verify the accuracy of the royalty reports hereunder. During the Term of this Agreement and for one (1) year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ sales and Net Sales of Licensed Products under the license granted in this Agreement in sufficient detail to enable the royalties payable hereunder to be determined. Licensee agrees to permit Licensor or its representatives, at Licensor’s expense, to periodically but no more than once per annum examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement.

(b) If Licensor or its accountant correctly concludes that additional royalties were owed during such period, Licensee shall pay the additional royalties within thirty (30) days of the date Licensor delivers to Licensee a written report setting forth the basis concerning the discrepancy. The fees charged by any accounting firm shall be paid by Licensor, except in the event that such inspection shows an underreporting and underpayment in excess of five percent (5%) for any Calendar Quarter reporting period, then Licensee will pay the cost of such examination and accrued interest at the highest allowable rate but not more than prime rate plus three percent (3%) interest compounded daily on the amount underpaid. Any such audit shall be coordinated with auditing requirements under the UTEP/ChromaDex agreement cross referenced in the Agreement, to prevent duplicate audits in any calendar year.

ARTICLE IV
PERFORMANCE

Licensee represents, warrants and covenants for the term of this Agreement that it shall use its reasonable commercial efforts to develop, introduce into the commercial market and to commercialize Licensed Products as soon as practicable and in such countries where it is commercially viable to do so, consistent with reasonable business practices.

ARTICLE V
PATENTS

5.1 Filing, Prosecution and Maintenance of Patents .

(a) Licensor, through its own patent attorneys reasonably acceptable to licensee (Peacock Myers, P.C. is hereby approved) and in consultation with Licensee, agrees to file, prosecute and maintain Patent Rights in the United States. Licensor shall keep Licensee advised of the issuance of any patents within the Patent Rights and, upon the request of Licensee, provide copies of filing, prosecution and maintenance documents filed relating to Licensor Patent Rights. Licensor shall not have any liability whatsoever to Licensee with respect to the results of the filing, prosecution or maintenance of Patent Rights.

(b) Licensor shall give at least thirty (30) days written notice to Licensee of any intention to cease filing, prosecution and/or maintenance of any patent application or patent within the Patent Rights. In such case, Licensee may elect to continue filing, prosecution or maintenance of patents. Subsequently, in the event Licensee intends to cease filing, prosecution and/or maintenance of Patent Rights which Licensee is responsible for filing, prosecuting or maintaining hereunder, Licensee shall give at least thirty (30) days written notice to Licensor of such intention, and in such case, shall permit Licensor to continue filing, prosecution or maintenance at its own expense.

(c) Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of the Patent Rights, and shall cooperate with the other party with respect thereto, including, without limitation, providing, as reasonably requested, the appropriate powers of attorney, declarations or other documents necessary to facilitate the filing, prosecution or maintenance of the Patent Rights. The Party having responsibility for the preparation, filing, prosecution and maintenance of such Patents, shall promptly provide the other Party with copies of all substantive communications from any patent office and with drafts of all substantive filings to be made, reasonably in advance