UNIVERSITY OF UTAH RESEARCH FOUNDATION

and

NU SKIN INTERNATIONAL, INC.

AMENDED AND RESTATED PATENT LICENSE AGREEMENT

(EXCLUSIVE)

DIETARY SUPPLEMENT PREVENTATIVE HEALTHCARE LICENSE

                                                              
TABLE OF CONTENTS
WITNESSETH.................................................................................................................................................3
1 -
DEFINITIONS............................................................................................................................................4
2 -
GRANT..................................................................................................................................................7
3 -
DILIGENCE..............................................................................................................................................8
4 -
ROYALTIES..............................................................................................................................................9
5 - REPORTS AND
RECORDS...................................................................................................................................11
6 - PATENT
PROSECUTION....................................................................................................................................12
7 -
CONFIDENTIALITY.......................................................................................................................................13
8 -
INFRINGEMENT..........................................................................................................................................14
9 - PRODUCT
LIABILITY.....................................................................................................................................15
10 - EXPORT
CONTROLS......................................................................................................................................16
11 - NON-USE OF
NAMES.....................................................................................................................................17
12 -
ASSIGNMENT...........................................................................................................................................17
13 - DISPUTE
RESOLUTION...................................................................................................................................17
14 -
TERMINATION..........................................................................................................................................18
15 - INDEMNIFICATION BY
LICENSEE..........................................................................................................................19
16 - PAYMENTS, NOTICES AND OTHER
COMMUNICATIONS...........................................................................................................19
17 - MISCELLANEOUS
PROVISIONS.............................................................................................................................20
APPENDIX
A................................................................................................................................................22

UNIVERSITY OF UTAH RESEARCH FOUNDATION

and

NU SKIN INTERNATIONAL, INC.

AMENDED AND RESTATED PATENT LICENSE AGREEMENT

        This Agreement is made and entered into this 1st day of July 2006, (the “EFFECTIVE DATE”) by and between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, having its principal office at 615 Arapeen Dr., Suite 310, Salt Lake City, UT 84108 (hereinafter referred to as “LICENSOR”), and NU SKIN INTERNATIONAL, INC., a Utah corporation, having its principal office at 75 West Center, Provo, Utah, 84601 (hereinafter referred to as “LICENSEE”).

WITNESSETH

        WHEREAS, LICENSOR is the owner of certain LICENSED TECHNOLOGY (as later defined herein) relating to University of Utah Case No. U-2612, entitled NONINVASIVE DETECTION AND MAPPING OF CHEMICAL SUBSTANCES IN THE SKIN AND SKIN-RELATED MALIGNANCIES by Werner Gellermann, Robert W. McClane , Nikita B. Katz and Paul S. Bernstein; and, University of Utah Case No. U-2970, entitled METHOD AND SYSTEM FOR RAMAN CHEMICAL IMAGING OF CAROTENOIDS AND RELATED COMPOUNDS IN LIVING HUMAN TISSUE by Werner Gellermann, Robert W. McClane, and Paul S. Bernstein; and, has the right to grant licenses under said LICENSED TECHNOLOGY;

        WHEREAS, LICENSOR desires to have the LICENSED TECHNOLOGY developed and commercialized to benefit the public and is willing to grant a license thereunder;

        WHEREAS, Nutriscan, Inc. and the UURF entered into a License Agreement, dated effective as of June 29, 2000, with respect to the Non-invasive Detection and Mapping of Chemical Substances in the Skin and Skin-Related Malignancies for use in the sale of dietary supplements (the “Dietary Supplement License”); and

        WHEREAS, Spectrotek L.C. and the UURF entered into a License Agreement, dated effective as of June 29, 2000, with respect to the Non-invasive Detection and Mapping of Chemical Substances in the Skin and Skin-Related Malignancies for use in medical diagnostics (the “Medical Use License”); and

        WHEREAS, Spectrotek L.C. and Caroderm, Inc. entered into an Assignment of License Agreement, dated November 11, 2001, wherein all rights, title and interest in the Agreement were assigned to Caroderm, Inc.; and

        WHEREAS, the UURF, Caroderm, Inc., and Nutriscan, Inc. entered into a Letter of Understanding, dated effective as of December 14, 2001 (the “Letter of Understanding”) wherein the Parties and Nutriscan, Inc. agreed to further define the fields of use in the Agreement; and

        WHEREAS, LICENSOR and the other original investors in Nutriscan, Inc. elected to sell all of their interest in Nutriscan, Inc. to Pharmanex/Nu Skin Enterprises, Inc. and entered into a Stock Purchase Agreement dated March 6, 2002; and

        WHEREAS, in connection with such merger, LICENSEE and LICENSOR desire to amend and restate in its entirety the Dietary Supplement License.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE 1 — DEFINITIONS

        For the purposes of this Agreement, the following words and phrases shall have the following meanings:

        1.1 “AFFILIATE” means any person or entity that controls, is controlled by, or is under common control with LICENSEE, directly or indirectly. For purposes of this definition, “control” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities, by contract or otherwise.

        1.2 "PATENT RIGHTS" shall mean all of the following LICENSOR intellectual property: a. the United States patents listed in Appendix A; b.   the United States patent applications listed in Appendix A, and divisionals, continuations and claims of continuation-in-part applications which shall be directed to subject matter specifically described in such patent applications, and the resulting patents;

        1.3 “LICENSED TECHNOLOGY” means and includes the PATENT RIGHTS and other technology and intellectual property, including inventions, whether patentable or unpatentable, technical data, software, apparatus, know-how and trade secrets relating to University of Utah Case Numbers U-2612 and U-2970 owned and known by LICENSOR upon the EFFECTIVE DATE.

        1.4 A “LICENSED PRODUCT” shall mean any product or part thereof which:

        1.5 A “LICENSED PROCESS” shall mean any process which is covered in whole or in part by an issued, unexpired claim or a pending claim contained in the PATENT RIGHTS or is covered by or incorporates any LICENSED TECHNOLOGY.

        1.6 “NET SALES” shall mean LICENSEE’S, its AFFILIATES’ (except as described below) and its SUBLICENSEES’ billings for LICENSED PRODUCTS and LICENSED PROCESSES less the sum of the following:

        No deductions shall be made for commissions paid to individuals regularly employed by LICENSEE, or for cost of collections. NET SALES shall occur:

        In the event a LICENSED PRODUCT is rented, leased, licensed or sold on an installment basis, the royalties due hereunder shall be calculated and paid on the amount of each installment as it is invoiced and such transfer via rental agreement, lease, license, consignment or other similar method shall constitute a NET SALE hereunder and not as a “SUBLICENSE” as defined below.

        1.7 “OTHER REVENUE” shall mean LICENSEE’S gross revenues from the sale of services (e.g. fees for consulting, research and development, and training) in connection with:

similar or related compounds in human skin including related research; however, the above FIELD OF USE does not include the use of the technology for identifying, imaging, locating, and/or diagnosing skin lesions or skin malignancies in human patients. The above FIELD OF USE does not include veterinary applications; however, it is agreed that LICENSEE may use laboratory, in vitro , and in vivo animal model methods to research, develop and validate LICENSED PRODUCTS and LICENSED PROCESSES. For avoidance of doubt, human skin is defined as the continuous external membrane (integument) enveloping the body and consisting of the epidermis and dermis, hair, nails, sebaceous glands, sweat glands, and mammary glands; the skin does not include mucosal tissue such as the lining of the mouth.

ARTICLE 2 — GRANT

        2.1 LICENSOR hereby grants to LICENSEE the right and license in the TERRITORY for the FIELD OF USE to practice under the LICENSED TECHNOLOGY and, to the extent not prohibited by other patents, to make, have made, use, lease, license, sell and export LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the expiration of the last to expire of any of LICENSOR’S rights in the LICENSED TECHNOLOGY, unless this Agreement shall be sooner terminated according to the terms hereof.

        LICENSEE shall have the right to enter into sublicensing agreements for the rights, privileges and licenses granted hereunder only during the EXCLUSIVE PERIOD (defined below) of this Agreement. Upon any termination of this Agreement, SUBLICENSEES’ rights shall also terminate, subject to Section 14.6 hereof.

        2.2 In order to establish a period of exclusivity for LICENSEE, LICENSOR hereby agrees that it shall not grant any other license to make, have made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED PROCESSES, in the TERRITORY for the FIELD OF USE or the promotion and sale of nutritional supplements during the period of time commencing with the EFFECTIVE DATE and terminating upon the last to expire of the PATENT RIGHTS (hereinafter the “EXCLUSIVE PERIOD”).

        2.3 The University of Utah reserves the right to practice under the LICENSED TECHNOLOGY for noncommercial internal research purposes.

        2.4 LICENSEE agrees to incorporate terms and conditions substantively similar to Articles 2, 5, 8.1-6, 9, 10, 11, 12, 13, and 16 of this Agreement into its sublicense agreements, so that these Articles shall be binding upon such SUBLICENSEES as if they were parties to this Agreement.

        2.5 LICENSEE agrees to forward to LICENSOR a copy of any and all sublicense agreements promptly upon execution by the parties.

        2.6 LICENSEE shall not receive from SUBLICENSEES anything of value in lieu of cash payments or publicly traded securities in consideration for any sublicense under this Agreement, without the express prior written permission of LICENSOR, which prior written permission shall not be unreasonably withheld.

        2.7 Nothing in this Agreement shall be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology or patent rights of LICENSOR or any other entity other than the LICENSED TECHNOLOGY, regardless of whether such rights shall be dominant or subordinate to any LICENSED TECHNOLOGY.

ARTICLE 3 — DILIGENCE

        3.1 LICENSEE shall use its commercially reasonable best efforts to bring one or more LICENSED PRODUCTS or LICENSED PROCESSES to market and to continue active, diligent marketing efforts for one or more LICENSED PRODUCTS or LICENSED PROCESSES throughout the life of this Agreement.

        3.2 LICENSEE shall spend at least Five Hundred Thousand Dollars ($500,000 USD) by December 31, 2009 toward the research and development of LICENSED PRODUCTS and LICENSED PROCESSES in the FIELD OF USE.

        3.2 LICENSEE’S failure to perform in accordance with either Paragraph 3.1 above shall be grounds for LICENSOR to terminate this Agreement pursuant to Paragraph 14.3 hereof. Notwithstanding the foregoing, if there is a major unanticipated research, development, marketing or regulatory problem, the parties will meet to renegotiate revised due diligence deadlines.

ARTICLE 4 — ROYALTIES

        4.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay royalties to LICENSOR in the manner hereinafter provided to the end of the term of the PATENT RIGHTS or until this Agreement shall be otherwise terminated, which ever first occurs:

        4.2 All