10-Q

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2008

Commission File Number: 000-53290

CHROMADEX CORPORATION

Delaware
(State or other jurisdiction of incorporation or organization) 26-2940963
(I.R.S. Employer Identification No.)

10005 Muirlands Blvd Suite G, Irvine, California, 92618
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (949)-429-0288

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Number of shares of common stock of the registrant: 28,022,134 outstanding as of June 28, 2008.

CHROMADEX CORPORATION
2008 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEETS AS OF JUNE 28, 2008 AND DECEMBER 29, 2007 (UNAUDITED)	3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 28, 2008 AND JUNE 30, 2007 (UNAUDITED)	4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 28, 2008 AND JUNE 30, 2007 (UNAUDITED)	5
CONSOLIDATED STATEMENTS OF STOCK HOLDERS EQUITY AS OF JUNE 28, 2008 (UNAUDITED)	6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 28, 2008 AND JUNE 30, 2007 ( UNAUDITED)	7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	8-13
TRANSITION PERIOD REPORT FOR CODY RESOURCES, INC.:
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 29, 2007 AND DECEMBER 31, 2006	14
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE ONE MONTH PERIOD ENDED DECEMBER 29, 2007 AND FOR THE PERIODS BEGINNING AT INCEPTION AND ENDING DECEMBER 29, 2007 AND DECEMBER 31, 2006	15
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ONE MONTH PERIOD ENDED DECEMBER 29, 2007 AND FOR THE PERIODS BEGINNING AT INCEPTION AND ENDING DECEMBER 29, 2007 AND DECEMBER 31, 2006	16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18-22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4. CONTROLS AND PROCEDURES	23
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	24
ITEM 5. OTHER INFORMATION	25
ITEM 6. EXHIBITS	26
SIGNATURES	27
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32

2

PART I — FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

ChromaDex Corporation and Subsidaries

Condensed Consolidated Balance Sheets (Unaudited)

	June 28, 2008			December 29, 2007
Assets
Current Assets
Cash	$	2,415,620		$	303,785
Trade receivables, net		504,351			375,233
Inventories		578,505			497,635
Prepaid expenses and other		113,083			60,264
Total current assets		3,611,559			1,236,917
Property and Equipment, net		1,310,091			1,132,823
Deposits and Other Noncurrent Assets
Deposits		49,821			63,976
Intangible assets, Net		430,124			487,030
		479,945			551,006
	$	5,401,595		$	2,920,746
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	547,455		$	500,538
Accrued expenses		316,152			351,926
Notes payable		959,617			—
Current maturities of capital lease obligations		79,378			74,571
Due to officers		1,178,206			1,167,822
Customer deposits and other		46,418			117,969
Total current liabilities		3,127,226			2,212,826
Capital Lease Obligations, less current maturities		111,835			152,766
Deferred Rent		147,888			158,839
Stockholders’ Equity
Common stock, $.001 par value; authorized 50,000,000 shares; issued and outstanding 2008 28,022,134 shares; 2007 22,040,797 shares		28,022			220,408
Additional paid-in capital		7,826,686			5,271,389
Accumulated deficit		(5,840,062	)		(5,095,482	)
		2,014,646			396,315
	$	5,401,595		$	2,920,746

See Notes to Condensed Consolidated Financial Statements.

3

ChromaDex Corporation and Subsidaries

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months ending
	June 28, 2008			June 30, 2007
Sales	$	1,198,885		$	997,087
Cost of goods sold		832,905			741,227
Gross profit		365,980			255,860
Operating expenses:
Selling		159,558			74,015
General and administrative		832,374			304,897
		991,932			378,912
Operating loss		(625,952	)		(123,052	)
Nonoperating (income) expenses:
Interest expense		7,052			7,156
Interest income		(11,550	)		(16,253	)
Other		222			(830	)
		(4,276	)		(9,926	)
Income taxes		—			800
Net loss	$	(621,676	)	$	(113,926	)
Basic and Diluted loss per common share	$	(0.03	)	$	(0.01	)
Basic and Diluted average common shares outstanding		24,755,583			22,011,549

See Notes to Condensed Consolidated Financial Statements.

4

ChromaDex Corporation and Subsidaries

Condensed Consolidated Statements of Operations (Unaudited)

	Six Months ending
	June 28, 2008			June 30, 2007
Sales	$	2,258,601		$	2,203,980
Cost of goods sold		1,493,177			1,405,513
Gross profit		765,424			798,467
Operating expenses:
Selling		331,542			174,571
General and administrative		1,175,112			624,221
		1,506,654			798,792
Operating loss		(741,230	)		(325	)
Nonoperating (income) expenses:
Interest expense		14,668			16,790
Interest income		(11,954	)		(16,875	)
Other		638			(107	)
		3,352			(192	)
Income taxes		—			800
Net loss	$	(744,582	)	$	(933	)
Basic and Diluted loss per common share	$	(0.03	)	$	(0.00	)
Basic and Diluted average common shares outstanding		23,611,855			22,011,549

See Notes to Condensed Consolidated Financial Statements.

5

ChromaDex Corporation and Subsidaries

Statement of Stockholder Equity (Unaudited)
As of June 28, 2008

							Additional						Total
				Common			Paid-in			Accumulated			Stockholder’
	Shares			Stock			Capital			Deficit			Equity
As of December 30,2007		22,040,797		$	220,408		$	5,271,389		$	(5,095,481	)	$	396,315
Stock-based compensation					—			184			—			184
Issuance of common stock		1,612,481			16,125			1,946,377			—			1,962,502
Net loss					—			—			(122,906	)		(122,906	)
Balance, March 29, 2008		23,653,278		$	236,533		$	7,217,952		$	(5,218,387	)	$	2,236,097
Stock-based compensation					—			33,590			—			33,590
Issuance of common stock		1,091,638			10,916			1,315,335			—			1,326,252
Effect of reverse merger with Cody Resources Inc.		4,500,013			(207,200	)		207,200			—			—
Repurchase and cancellation of Bayer Shares		(1,222,795	)		(12,228	)		(947,390	)		—			(959,617	)
Net loss					—			—			(621,676	)		(621,676	)
Balance, June 28, 2008		28,022,134		$	28,022		$	7,826,688		$	(5,840,062	)	$	2,014,646

See Notes to Condensed Consolidated Financial Statements.

6

ChromaDex Corporation and Subsidaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months ending
	June 28, 2008			June 30, 2007
Cash Flows from Operating Activities
Net loss	$	(744,582	)	$	(933	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		123,248			118,525
Amortization of intangibles		56,906			58,000
Stock-based compensation expense		33,776			7
(Increase) decrease in
Trade receivables		(129,118	)		(20,619	)
Inventories		(80,870	)		(146,733	)
Prepaid and other expenses		(52,819	)		18,841
Deposits		14,155			(34,649	)
Increase (decrease) in
Accounts payable		46,917			178,507
Accrued expenses		(35,774	)		(246,830	)
Customer deposits and other liabilities		(71,551	)		(72,130	)
Deferred rent		(10,951	)		74,625
Net cash (used in) operating activities		(850,663	)		(73,389	)
Cash Flows From Investing Activities
Purchases of property and equipment		(300,516	)		(88,134	)
Net cash (used in) investing activities		(300,516	)		(88,134	)
Cash Flows From Financing Activities
Principal payments on capital leases		(36,124	)		(33,861	)
Principal payments on long-term debt		—			(112,500	)
Proceeds from issuance of common stock		3,288,754			—
Due to Officers		10,384			79,398
Net cash provided by financing activities		3,263,014			(66,963	)
Net increase (decrease) in cash		2,111,835			(228,486	)
Cash:
Beginning		303,785			424,965
Ending	$	2,415,620		$	196,479
Supplemental Disclosures of Cash Flow Information
Cash payments for interest	$	14,668		$	16,790
Supplemental Schedules of Noncash Investing and Financing Activities
Capital lease obligation incurred for the purchase of equipment	$	—		$	75,568
Note payable incurred for repurchase of common stock	$	959,617			—

See Notes to Condensed Consolidated Financial Statements.

7

Note 1. Interim Financial Statements

The accompanying condensed financial statements of ChromaDex Corporation and its wholly owned subsidiaries, ChomaDex, Inc. and ChromaDex Analytics, Inc. (the “Company”) include all adjustments, consisting of normal recurring adjustments and accruals, that in the opinion of the management of the Company are necessary for a fair presentation of our financial position as of June 28, 2008 and results of operations and cash flows for the three and six months ended June 28, 2008 and June 30, 2007. These unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 29, 2007 appearing in the Company’s Current Report on Form 8-K filed June 24, 2008. Operating results for the six months ended June 28, 2008 are not necessarily indicative of the results to be achieved for the full year of trading ending on January 3, 2009. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reports amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Accounting Treatment of the Merger; Financial Statement Presentation

On June 20, 2008, ChromaDex, Inc. merged (the “Merger”) into a wholly owned subsidiary of Cody Resources, Inc. (“Cody”). The Merger was accounted for as a reverse merger under generally accepted accounting principles. Therefore: (1) the Company’s historical accumulated deficit for periods prior to June 20, 2008, in the amount of $40,081, was eliminated against additional-paid-in-capital, and (2) the consolidated financial statements present the previously issued shares of common stock of Cody as having been issued pursuant to the Merger on June 20, 2008 and the shares of common stock of the Company issued to the former ChromaDex, Inc. stockholders in the Merger as having been outstanding since February 2000 (the month when ChromaDex, Inc. first issued equity securities). No goodwill or other intangible asset was recorded as a result of the Merger.

Note 2. Nature of Business and Significant Accounting Policies

Nature of business: The Company creates and supplies botanical reference standards along with related phytochemical products and services. The Company’s main priority is to create industry-accepted information, products and services to every layer of the functional food, pharmaceutical, personal care and dietary supplement markets. The Company provides these services at terms of 30 days.

Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. The Company’s fiscal year ends on the Saturday closest to December 31 and the Company’s fiscal quarters end on the Saturday closest to calendar quarter end. The fiscal year for 2008 includes 53 weeks instead of the normal 52 weeks. The inclusion of an extra week occurs every fifth or sixth fiscal year due to the Company’s floating year-end date.

8

Change in fiscal year ending: On June 20, 2008, in conjunction with the Merger, the Company changed its fiscal year end from November 30 to the Saturday closest to December 31. As a capital transaction accounted for as a reverse merger, the Company’s historical financial statements presented prior to the Merger are the historical financial statements of accounting acquirer, ChromaDex, Inc., whose fiscal year end was the Saturday closest to December 31. In accordance with Rule 13a-10 of the Securities Act of 1934, separate financial statements for Cody for the transition period between November 30 and December 29, 2007 are included at the end of this Quarterly Report on Form 10-Q.

Earnings per share: Potentially dilutive common shares consist of the incremental common shares issuable upon the exercise of common stock options and warrants for all periods. For all periods ended June 28, 2008 and June 30, 2007, the basic and diluted shares reported are equal because the common share equivalents are anti-dilutive due to the net losses for each period. Below is a tabulation of the potentially dilutive securities for the periods ended June 28, 2008 and June 30, 2007.

	Three Months ending				Six Months ending
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
Basic average common shares outstanding		24,755,583		22,011,549		23,611,855		22,011,549
Dilutive potential shares
Warrants and options in the money, net		2,682,771		—		2,682,771		—
Weighted average common shares outstanding assuming dilution		27,438,354		22,011,549		26,294,626		22,011,549

Note 3. Financial Instruments

On January 1, 2008 the Company adopted SFAS 157, Fair Value Measurements which defines fair values, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. However, the FASB issued FSP SFAS 157-2 which deferred the effective date of SFAS 157, until the beginning of our 2009 fiscal year, as it relates to fair value measurement requirements for nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis. The adoption of SFAS 157 did not affect the Company’s results of operations or its cash flows from operating, investing or operating activities.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the more reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

9

As of June 28, 2008 the fair values of our financial assets and liabilities are approximately categorized as follows:

Financial Assets	Total		Level 1		Level 2		Level 3
Cash	$	2,416,000	$	2,416,000	$	—	$	—
Total financial assets as fair value	$	2,416,000	$	2,416,000	$	—	$	—

Financial Liabilities	Total		Level 1		Level 2		Level 3
Notes Payable(a)	$	960,000	$	—	$	960,000	$	—
Capital Lease Obligations(b)		191,000		—		191,000		—
Total financial liabilities as fair value	$	1,151,000	$	—	$	960,000	$	—

(a)	Based on the bank prime rate plus a margin of 2%
(b)	Incremental interest rates range from 9.7% to 22.5%

Note 4. Notes Payable

On June 18, 2008 ChromaDex, Inc. issued a non-interest bearing note to Bayer AG in conjunction with the repurchase of ChromaDex, Inc shares prior to the Merger. This note is due December 31, 2008 in the amount of $1,002,691. This note was discounted based on an interest rate of prime + 2.00% for discount of $43,074 and the note was recorded at a discounted value of $959,617. If the principal amount of the promissory note, or any part thereof, is not paid in full when due, the Company must pay interest on the overdue principal amount at the rate of one and one half percent (1 1/2%) per month beginning January 1, 2009.

Note 5. Capital Stock

During the six month period ending June 28, 2008, the Company received net capital contributions from third party investors through a private placement offering of $3,216,085 in exchange for issuing 2,628,618 shares of common stock. In conjunction with this offering, warrants to purchase 1,314,317 shares of common stock were issued to such investors at $3.00 per share of which the Company has a call at $4.50 per share, and the Company is obligated to issue an additional warrant for the purchase of 262,861 shares of common stock at $1.36 per share to the placement agent. The warrant to the placement agent will be issued at the conclusion of the private placement offering. The fair market value of the warrants issued and to be issued under this placement is $142,062. The fair value of the Company’s warrants was estimated at the date of grant using the Black-Scholes based option valuation model. Additionally, the Company sold 50,000 shares for $50,000 to one of its shareholders. The Company also issued 25,502 shares in exchange for outstanding legal billings of $22,669 incurred in prior years. The table below outlines the weighted average assumptions for warrants granted during the six month period ended June 28, 2008:

Summary of Significant Assumptions	June 28, 2008
Expected Term		5.00
Expected Volatility		22.20	%
Expected Dividends		0.00	%
Risk Free Rate of Return		2.65	%

The expected volatility is based on an average of comparable public companies.

10

Note 6. Stock Options and Unearned Stock-Based Compensation

During the six month period ended June 28, 2008, the Company granted 1,827,987 stock options versus zero shares of stock options for the six month period ended June 30, 2007. For the six month period ended June 28, 2008, 15,000 stock options were forfeited versus 15,000 stock options forfeited for the six month period ended June 30, 2007.

A summary of option activity under the Second Amended and Restated 2007 Equity Incentive Plan as of June 28, 2008 and June 30, 2007, and changes during the periods then ended is presented below:

	For the three months ended				For the six months ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
Total share-based compensation expense	$	33,590	$	—	$	33,776	$	—
Weighted average grant date fair value, options	$	0.40	$	—	$	0.40		0
Total unrecognized compensation cost	$	687,169	$	—	$	687,169	$	—
Remaining weighted average period cost will be recognized over		3.75		0		3.75		0

Note 7. Related Party Transactions

At June 28, 2008 and December 29, 2007, the Company owed $1,178,206 and $1,167,828, respectively, to two officers relating to unpaid compensation. The amounts owed to officers are unsecured, non-interest bearing, and payable on demand.

Note 8. Management’s Plans for Continuing Operations and Subsequent Events

The Company has incurred a net loss since inception from continuing operations of $5,840,062 and a net loss of $744,582 for the six month period ended June 28, 2008 The loss for the six month period ended June 28, 2008 is attributable primarily to one-time legal and accounting costs associated with the Merger and subsequent costs associated with being a public reporting entity. In addition management has invested heavily in additional personnel and selling expenses to implement its business plan. Management has also implemented strategic operational structure changes, which it believes, will allow the Company to achieve profitability with future growth without incurring significant additional overhead costs. Management’s anticipation of future growth is largely related to the Food and Drug Administration’s (FDA’s) upcoming guideline releases in the dietary supplement industry. The Company has implemented a comprehensive marketing plan design targeted on leveraging its capabilities concurrent with the FDA’s releases.

11

The Company has concluded a private placement equity offering using Newcastle Financial Services, Inc. as the broker. The original total offering is for 4,411,765 shares at $1.36 for a total of $6,000,000. Investors who purchase these shares will also receive one warrant to purchase an additional share of the Company common stock at $3.00 for every two shares of common stock they purchase. The Company has the right to call these warrants at $4.50 per share. The total warrants to be issued under this placement if fully subscribed will be 2,205,882. Newcastle Financial Services, Inc., in exchange for their services as a broker will receive 10% of the cash proceeds from investors who invested in the offering through New Castle and will also receive a warrant to purchase one share at $1.36 for every ten shares subscribed under the offering through New Castle. We believe this will be sufficient to finance our operations through Fall 2009. However, we may determine that we need additional financing to implement our business plan, and there can be no assurance that it will be available on terms favorable to us or at all. If adequate financing is not available we may have to delay, postpone or terminate product and service expansions and curtail general and administrative operations. The inability to raise additional financing may have a material adverse effect on us.

Subsequent to the period ended June 29, 2008, the Company received net capital contributions from third party investors through the private placement offering totaling $999,000 with $900,000 attributable to investors from New Castle. The Company has issued 808,082 shares of common stock, in connection with the private placement since June 29, 2008.

In addition, in connection with the private placement, warrants for the purchase of 404,038 shares of common stock were issued with a strike price of $3.00, of which the Company has a call at $4.50 per share. The Company is also obligated to issue an additional warrant for the purchase of 36,764 shares of common stock with a strike price of $1.36 to the placement agent. The warrant to the placement agent will be issued at the conclusion of the private placement offering.

12

TRANSITION PERIOD REPORT FOR CODY RESOURCES, INC. (UNAUDITED)

13

CODY RESOURCES, INC.
(A Development Stage Company)

Balance Sheets

	29-Dec		31-Dec
	2007		2006
ASSETS
CURRENT ASSETS
Cash	$	580	$	26,213
Total Current Assets		580		26,213
TOTAL ASSETS	$	580	$	26,213
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	501	$	501
Total Current Liabilities		501		501
STOCKHOLDERS’ EQUITY
Common stock; $0.001 par value, 50,000,000 shares authorized, 1,390,0		1,390		1,390
Additional paid-in capital		38,610		38,610
Stock subscription receivable		—		-875
Accumulated deficit		-39,921		-13,413
Total Stockholders’ Equity (Deficit)		79		25,712
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	580	$	26,213

The accompanying condensed notes are an integral part of these interim financial statements.

14

CODY RESOURCES, INC.
(A Development Stage Company)

Statements of Operations

				Since Inception			Since Inception
	For the			on July 20,			on July 20,
	Period December 1			2006 Through			2006 Through
	to December 29,			December 31,			December 29,
	2007			2006			2007
REVENUES	$	—		$	—		$	—
COST OF GOODS SOLD		—			—			—
GROSS PROFIT		—			—			—
OPERATING EXPENSES
General and administrative expenses		-25			1,077			19,195
Professional fees		12,000			12336			20,625
Total Operating Expenses		11,975			13,413			39,820
NET LOSS	$	-11,975		$	-13,413		$	-39,820
BASIC AND DILUTED LOSS PER SHARE	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		1,390,000			1,390,000

The accompanying condensed notes are an integral part of these interim financial statements.

15

CODY RESOURCES, INC.
(A Development Stage Company)

Statements of Cash Flows

			Since Inception		Since Inception
	For the		on July 20,		on July 20,
	Period December 1		2006 Through		2006 Through
	to December 29,		December 31,		December 29,
	2007		2006		2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	-11,975	$	-13,413	$	-39,921
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for debt		—		1,000		1,000
Changes in operating assets and liabilities
Increase (decrease) in accounts payable				501		501
Net Cash Used by Operating Activities		-11,975		-11,912		-38,420
CASH FLOWS FROM INVESTING ACTIVITIES		—		—		—
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash		—		38,125		39,000
Net Cash Used by Financing Activities		—		38,125		39,000
NET INCREASE IN CASH		-11,975		26,213		580
CASH AT BEGINNING OF PERIOD		12,555		—		—
CASH AT END OF PERIOD	$	580	$	26,213	$	580
SUPPLIMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	—	$	—	$	—
Income Taxes	$	—	$	—	$	—

The accompanying condensed notes are an integral part of these interim financial statements.

16

NOTES TO TRANSITION PERIOD FINANCIAL STATEMENTS FOR CODY RESOURCES, INC.

NOTE 1 — CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared to comply with Rule 13a-10 of the Securities Act of 1934, as separate financial statements for Cody for the transition period between November 30 and December 29, 2007. These financial statements have been prepared by Cody Resources, Inc. without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 29, 2007, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2007 audited financial statements. The results of operations for the periods ended December 29, 2007 and December 31, 2006 are not necessarily indicative of the operating results for the full years.

NOTE 2 — GOING CONCERN

Cody Resources, Inc.’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Cody Resources, Inc. has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of Cody Resources, Inc. to continue as a going concern is dependent on Cody Resources, Inc. obtaining adequate capital to fund operating losses until it becomes profitable. If Cody Resources, Inc. is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, Cody Resources, Inc. will need, among other things, additional capital resources. Management’s plan is to obtain such resources for Cody Resources, Inc., by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that Cody Resources, Inc. will be successful in accomplishing any of its plans.

The ability of Cody Resources, Inc. to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if Cody Resources, Inc. is unable to continue as a going concern.

THESE FINANCIAL NOTES ON PAGE 17 OF THIS QUARTERLY REPORT RELATE TO THE OPERATIONS OF CODY RESOURCES, INC. PRIOR TO ITS ACQUISITION OF CHROMADEX , INC. AND ITS WHOLLY OWNED SUBSIDIARY.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

This Quarterly Report on Form 10-Q (the“Form 10-Q”) contains “forward-looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect the Company’s current expectations of the future results of its operations, performance and achievements. Forward-looking statements are covered under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company has tried, wherever possible, to identify these statements by using words such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “intends” and similar expressions. These statements reflect management’s current beliefs and are based on information now available to it. Accordingly, these statements are subject to certain risks, uncertainties and contingencies that could cause the Company’s actual results, performance or achievements in 2008 and beyond to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and other risks are set forth under the caption “Risk Factors” in the Company’s Current Report on Form 8-K filed June 24, 2008. Readers of this Quarterly Report on Form 10-Q should not place undue reliance on any forward-looking statements. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.

Overview

ChromaDex Corporation and its subsidiaries (“ChromaDex”, or the “Company”) supplies phytochemical reference standards and reference materials, related contract services, and products for the dietary supplement, nutraceutical, food and beverage, functional food, pharmaceutical and cosmetic markets. For the calendar years ended December 29, 2007 and December 31, 2006, ChromaDex had revenues of $4,754,073 and $3,517,957, respectively. Between January and June 28, 2008, ChromaDex raised approximately $3,574,900 in a private placement and ChromaDex is continuing to raise additional capital to reach a total of $4,700,000 through the offering of shares of common stock and warrants. ChromaDex’s core business strategy is to use the intellectual property harnessed by its expertise in the area of natural products and in the creation of reference materials to the industry as the basis for providing new and alternative, “green”, mass marketable products to its customers. The Company’s strategy is to license its intellectual property (“IP”) to companies who will commercialize it. The Company anticipates that the net result will be a long term flow of intellectual property milestone and royalty payments for the Company.

On June 20, 2008, ChromaDex, Inc. merged (the “Merger”) into CDI Acquisitions, Inc., a California corporation and a wholly owned subsidiary of Cody Resources, Inc. (“Cody”). As part of the Merger, Cody Resources, Inc. changed its name to ChromaDex Corporation.

Results of Operations

You should read the following discussion and analysis of financial condition and results of operations of ChromaDex, which now represent our ongoing business operations, together with the financial statements and the related notes presented in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and related financing, includes forward-looking statements that involve risks and uncertainties.

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The discussion and analysis of our financial conditions and results of operations are based on the ChromaDex financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues, if any, and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that our current cash, cash equivalents and cash generated from operations will be sufficient to meet our projected operating requirements for at least the next twelve months. We may seek additional capital in the next twelve months in order to further enable our long term strategic plans. This additional capital may come from public and private stock or debt offerings, borrowings under lines of credit or other sources if we determine that we need additional financing to implement our business plan. These additional funds may not be available on favorable terms, or at all. Furthermore, if we issue equity or debt securities to raise additional funds, our existing shareholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing shareholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.

The Food and Drug Administration (“FDA”) is currently in the process of starting to regulate the dietary supplement market under the new Good Manufacturing Practices (“GMPs”). The GMPs call for a 3 year phase in period and as of June  , 2008 large manufacturers are held accountable under these new regulations. In June, 2009 medium manufactures will be held accountable, followed by small manufacturers in June 2010. At this time, it is unknown to what extent the FDA will enforce the regulations and how they will be interpreted upon enforcement. These uncertainties may have a material impact on the results of operations for ChromaDex as lack of enforcement or an interpretation of the regulations that lessens the burden of compliance for the dietary supplement marketplace may cause a reduced demand for ChromaDex’s products and services.

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The following discussion and analysis excludes the impact of Cody’s financial condition and results of operations prior to the Merger because they were not material for any of the periods presented.

ChromaDex has generated Net Sales of $2,258,601 for the six month period ended June 28, 2008 and $2,203,980 for the six month period ended June 30, 2007. ChromaDex incurred a net loss of $744,582 for the six month period ended June 28, 2008 and $933 for the six month period ended June 30, 2007. This was a $0.03 loss per basic and diluted share for the six month period ended June 28, 2008 versus a $0.00 loss per basic and diluted share for the six month period ended June 30, 2007. For the three month period ended June 28, 2008, ChromaDex generated Net Sales of $1,198,885 and a net loss of $621,676 versus Net Sales of $997,087 and a net loss of $113,926 for the three month period ended June 30, 2007. This was a $0.03 loss per basic and diluted share for the three month period ended June 28, 2008 versus a $0.01 loss per basic and diluted share for the three month period ended June 30, 2007.

Over the next twelve months our business plan calls for us to expand our service capacity and implement accreditation and certification programs related to quality initiatives. In addition, we plan on expanding our chemical library program and establishing a Good Manufacturing Practices (“GMP”) compliant pilot plant to support small to medium scale production of target compounds.

Net Sales

Net sales consist of Reference Standards and Contract Service sales less returns, discounts and freight costs. Net sales increased to $1,198,885 and $2,258,601 for the three and six month periods ended June 28, 2008 as compared to $997,087 and $2,203,980 for the three and six month periods ended June 30, 2007. This increase was due to increased sales of our reference standards, primarily due to increased demand from food companies for our product.

Cost of Goods Sold

Costs of goods sold include Raw Materials, Labor, and Overhead. Cost of goods sold for the three and six month periods ended June 28, 2008 were $832,905 and $1,493,177 respectively versus $741,227 and $1,405,513 for the three and six month periods ended June 30, 2007. As a percentage of net sales, this represented a 5% decrease for the three month period ended June 29, 2008 compared with the three month period ended June 30, 2007. This percentage decrease in cost of goods sold is a result of fixed labor and overhead costs that make up the majority of our expenses. These fixed expenses did not increase in proportion to sales. As a percentage of net sales, this represented a 2% increase for the six month period ended June 28, 2008 compared with the six month period ended June 30, 2007. This increase is due to increased overhead and direct labor costs for 2008 as we have continued to increase our quality programs and expand our laboratory capacity by adding both people and equipment.

Gross Profit

Gross profit is net sales less the cost of sales and is affected by a number of factors including product mix, competitive pricing and costs of products and services. Our gross profit increased 43% to $365,908 for the three month period ended June 28, 2008 from $255,860 for the three month period ended June 30, 2007. The combination of increased sales and our fixed labor and corresponding overhead costs not increasing at the same rate contributed to this increase. For the six month period ended June 28, 2008 gross profit decreased 4% to $765,424 from $798,467 for the six month period ended June 30, 2007. This decrease is due to increased overhead and direct labor in 2008 as we have continued to increase our quality program and laboratory capacity.

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Operating Expenses-Sales and Marketing

Sales and Marketing Expenses consist of salaries, commissions to employees and advertising and marketing. Sales and marketing expenses for the three and six month periods ended June 28, 2008 were $159,558 and $331,542 as compared to $74,015 and $174,571 for the three and six month periods ended June 30, 2007. This increase was primarily due to the delivery of our annual catalog and other direct mail expenses as well as wages and commission associated with the expansion of our sales staff.

Operating Expenses-General and Administrative

General and Administrative Expenses consist of research and development, general company administration, IT, accounting and executive management. General and Administrative Expenses for the three and six month periods ended June 28, 2008 were $832,374 and $1,175,112 as compared to $304,897 and $624,221 for the three and six month periods ended June 30, 2007. This increase was primarily the result of increased legal and accounting costs related to the Private Placement and the Merger transaction as well as increases in insurance and compliance as a result of becoming a public company.

Non-operating Expenses- Interest Expense

Interest expense consists of interest on capital leases. Interest expenses for the three and six month periods ended June 28, 2008 were $7,052 and $14,668 as compared to $7,156 and $16,790 for the three and six month periods ended June 30, 2007. This decrease was due to the expiration of certain capital equipment leases.

Non-operating Expenses- Interest Income

Interest Income consists of interest earned on short term investment and notes receivable. Interest income for the three and six month periods ended June 28, 2008 was $11,550 and $11,954 as compared to $16,523 and $16,875 for the three and six month periods ended June 30, 2007. For the three month period ended June 28, 2008 the interest income was earned primarily on cash in money market accounts as compared to the interest income for the three month period ended June 30, 2007 which was earned as the result of interest that was forgiven upon the negotiated payback of a long term debt to a third party.

Depreciation and Amortization

For the six month period ended June 28, 2008, we recorded approximately $123,248 in depreciation. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets. We amortize intangible assets using a straight-line method over 10 years. In the six month period ended June 28, 2008, we recorded an amortization for intangible assets of approximately $56,906. We test intangible assets for impairment on December 31 annually and based on events or changes in circumstances as they occur.

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Liquidity and Capital Resources

Since inception and through June 28, 2008, we have incurred aggregate losses of $5.8 million. These losses are primarily due to overhead costs and general and administrative expenses associated with the development and expansion of our operations. These operations have been financed through capital contributions and the issuance of common stock.

On December 20, 2007, we commenced a private placement to raise up to $6 million dollars. As of June 28, 2008, we raised $3,574,972 through that private placement and we had $2.4 million in cash and equivalents. We have raised approximately $1.0 million of net proceeds after June 28, 2008 through the private placement. Based on the total raise of approximately $4.7 million, we believe this will be sufficient to finance our operations through Fall 2009. However, we may determine that we need additional financing to implement our business plan, and there can be no assurance that it will be available on terms favorable to us or at all. If adequate financing is not available we may have to delay, postpone or terminate product and service expansions and curtail general and administrative operations. The inability to raise additional financing may have a material adverse effect on us.

Dividend policy

We have not declared or paid any dividends on our common stock. We presently intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deems relevant.

Off-Balance Sheet Arrangements

During the six months ended June 28, 2008, we had no off-balance sheet arrangements other than ordinary operating leases as disclosed in the “Management’s Discussion and Analysis” section of the Company’s Current Report on Form 8-K filed June 24, 2008.

Contractual Obligations

During the six months ended June 28, 2008, we had one material changes in Contractual Obligations from the period ended December 29, 2007. On June 18, 2008, ChromaDex, Inc. issued a non-interest bearing note to Bayer AG in conjunction with the repurchase of ChromaDex, Inc shares prior to the Merger. This note is due December 31, 2008 in the amount of $1,002,691. This note was discounted based on an interest rate of prime + 2.00% for discount of $43,074 and the note was recorded at a discounted value of $959,617. If the principal amount of the promissory note, or any part thereof, is not paid in full when due, the Company must pay interest on the overdue principal amount at the rate of one and one half percent (1 1/2%) per month beginning January 1, 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 28, 2008. Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure controls and procedures” means controls and other procedures that are designed to insure that information required to be disclosed by the Company in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission’s rules. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to insure that information the Company is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that ChromaDex Corporation’s disclosure controls and procedures were effective as of June 28, 2008.

Changes in Internal Controls

There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) that occurred during the Company’s second fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The sale of unregistered securities of the Company during the period were previously reported on the Current Report on Form 8-K filed by the Company on June 24, 2008.

ISSUER PURCHASES OF EQUITY SECURITIES

							(d) Maximum
							number (or
							approximate dollar
					(c) Total Number of		value) of shares (or
					Shares (or Units)		units) that may yet
	(a) Total Number of		(b) Average Price		purchased as part of		be purchased under
	Shares (or Units)		paid per Share (or		publicly announced		the Plans or
Period	Purchased		Unit)		programs		Programs
Month #1 May 31 to June 28, 2008		1,222,795	$	0.82		—		—
Total		1,222,795	$	0.82		—		—

(1) On June 18, 2008, the Company repurchased 1,222,795 shares of its outstanding common stock from Bayer Innovation GmbH (formerly Bayer Innovation Beteiligungsgescellschatt mbH), for an aggregate purchase price of $1,002,691.90 pursuant to a Share Redemption Agreement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Cody Resources, Inc. (NV)

On March 17, 2008, security holders of Cody approved by written consent a forward 11.538461 for 1 split of the issued and outstanding common stock of Cody, effective March 28, 2008. The holder of 1,000,000 shares of Cody common stock consented to the forward split and holders of 390,000 shares of Cody common stock did not cast a vote.

On May 21, 2008, security holders of Cody approved by written consent the Agreement and Plan of Merger dated May 21, 2008 among Cody Resources, Inc., ChromaDex, Inc., and CDI Acquisition, Inc. The holders of 11,538,461 shares consented to the Merger and the holders of 4,500,012 shares did not cast a vote.

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On June 20, 2008, security holders of Cody approved by written consent the Agreement of Merger dated June 20, 2008 between Cody Resources, Inc., a Nevada corporation and Cody Resources, Inc., a Delaware corporation.

Holders of 12,747,461 shares consented to the Merger and the holders of 3,291,012 shares did not cast a vote.

ChromaDex Corporation (DE)

On June 20, 2008, security holders of ChromaDex Corporation approved by unanimous written consent the Agreement of Merger dated June 20, 2008 between Cody Resources, Inc., a Nevada corporation and Cody Resources, Inc., a Delaware corporation.

On June 20, 2008, security holders of ChromaDex Corporation approved by written consent (i) an amendment to its Certificate of Incorporation, pursuant to which the name of the corporation was changed from Cody Resources, Inc. to ChromaDex Corporation and (ii) expansion of board of directors by seven seats and election of the following persons to fill the vacancies created thereby: Stephen Block, Reid Dabney, Hugh Dunkerley, Mark S. Germain, Frank M. Jaksch, Jr., Kevin M. Jaksch, and Tom Varvaro. Holders of 11,538,461 shares cast a vote for each of the elected directors and consented to the aforementioned actions and holders of 4,500,012 shares did not cast a vote for any directors or on either action.

ChromaDex, Inc. (CA)

On April 10, 2008, the Annual Meeting of Shareholders took place, which involved the election of directors. The following directors were elected: Stephen Block, Reid Dabney, Hugh Dunkerley, Mark S. Germain, Frank M. Jaksch, Jr., Kevin M. Jaksch, and Tom Varvaro. Shareholders owning 14,325,881 shares, constituting 64.85% of the shares entitled to vote, were present or represented by proxy at the meeting and all such shares voted in favor of electing each director. Holders of 7,764,916 shares were not present at the meeting and did not cast a vote.

On June 18, 2008, the security holders of ChromaDex, Inc. approved by written consent (i) the Agreement and Plan of Merger dated May 21, 2008 among Cody Resources, Inc., ChromaDex, Inc., and CDI Acquisition, Inc and (ii) an amendment to the Amended and Restated 2007 Equity Incentive Plan to provide for necessary public company provisions upon consummation of the Merger. Holders of 22,771,791 shares consented to both of the aforementioned actions and holders of 750,331 shares did not cast a vote on either action.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

Exhibit No.		Description of Exhibits
	2.1	Agreement and Plan of Merger, dated as of May 21, 2008, among Cody, CDI Acquisition, Inc. and ChromaDex, Inc. (incorporated by reference from, and filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 24, 2008)
	3.1	Amended and Restated Certificate of Incorporation of ChromaDex Corporation, a Delaware corporation (incorporated by reference from, and filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 24, 2008)
	3.2	Bylaws of ChromaDex Corporation, a Delaware corporation (incorporated by reference from, and filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 24, 2008)
	10.1	Technology License Agreement dated June 30, 2008 between The Research Foundation of the State University of New York and ChomaDex, Inc.*
	10.2	Standard Industrial/Commercial Multi-Tenant Lease-Net dated December 19, 2006 and First Amendment thereto, dated as of June 26, 2008, by and between ChromaDex, Inc. and SCIF Portfolio II, LLC (incorporated by reference from, and filed as Exhibits 10.7 and 10.1 on the Company’s Current Report on Forms 8-K filed June 24, 2008 and July 23, 2008)
	10.3	Stock Redemption Agreement, dated June 18, 2008 between ChromaDex, Inc. and Bayer Innovation GmbH (formerly named Bayer Innovation Beteiligungsgesellschaft mbH) (incorporated by reference from, and filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K filed June 24, 2008)
	10.4	Promissory Note, dated June 18, 2008 between ChromaDex, Inc. as borrower and Bayer Innovation GmbH as lender (incorporated by reference from, and filed as Exhibit 10.14 to the Company’s Current Report on Form 8-K filed June 24, 2008)
	31.1	Certification of the Chief Executive Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended.
	31.2	Certification of the Chief Financial Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended.
	32	Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).

* This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.

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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 thereunto duly authorized.

	ChromaDex Corporation (Registrant)
Date: August 12, 2008
	/s/ THOMAS C. VARVARO
	Thomas C. Varvaro
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description of Exhibits
	10.1	Technology License Agreement dated June 30, 2008 between The Research Foundation of the State University of New York and ChomaDex, Inc.*
	31.1	Certification of the Chief Executive Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended.
	31.2	Certification of the Chief Financial Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended.
	32	Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).

* This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.

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EX-10.1

Exhibit 10.1

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

TECHNOLOGY LICENSE AGREEMENT
between
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
and
ChromaDex, Inc.

This Technology License Agreement (“Agreement”) is effective as of June 30, 2008 (“Effective Date”) by and between The Research Foundation of State University of New York, on behalf of University at Buffalo, a non-profit corporation organized and existing under the laws of the State of New York (“Foundation”) and ChromaDex Inc., a California corporation, with an address at 10005 Muirlands Boulevard, Suite G, Irvine, California 92618 (“Licensee”).

WHEREAS, Foundation and Licensee wish to enter into an exclusive license agreement to facilitate the development and commercialization of certain technology developed at the University at Buffalo so that this technology may be utilized to the fullest extent for the benefit of Licensee, Foundation, the inventor(s) and the public;

NOW, THEREFORE, in consideration of the terms and considerations hereinafter set forth, the parties agree as follows:

1.	DEFINITIONS
	All capitalized terms used in this Agreement will have the meanings stated below or defined elsewhere in the Agreement.

1.1. “Affiliate” means every corporation or entity which, directly or indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with Licensee.

1.2. “Cosmetic Application” means the applications where products incorporating leucoanthocyanidins, anthocyanidins and anthocyanins are used for cosmetic purposes, including but not limited to applications where the product is rubbed, poured, sprinkled, or sprayed on, introduced into, or otherwise applied to the human body for cleansing, beautifying, promoting attractiveness, or altering the appearance including, but not limited to, skin moisturizers, perfumes, lipsticks, fingernail polishes, eye and facial makeup preparations, shampoos, permanent waves, hair colors, toothpastes, and deodorants. This application also includes the use of any leucoanthocyanidins, anthocyanidins and anthocyanins intended for use as a component of a cosmetic product.

1.3. “Field” means the field of microbial production of leucoanthocyanidins, anthocyanidins and anthocyanins.

1

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

1.4. “Fine Chemical Product Application” means applications, other than Cosmetic Application, Food Additive Application, Nutraceutical Application, Research Field Application or Pharmaceutical Application, that use a purified leucoanthocyanidin, anthocyanidin or anthocyanin.

1.5.	“Food Additive Application” means applications where any leucoanthocyanidins, anthocyanidins and anthocyanins are used, the intended use of which results or may reasonably be expected to result, directly or indirectly, in its becoming a component or otherwise affecting the characteristics of any food, including but not limited to colorants, flavors, and fragrances.
1.6.	“Inventors” means Mattheos Koffas, Effendi Leonard, Yajun Yan and Joseph Chemler.

1.7.	“Know-How and Material Rights” means confidential and/or proprietary information or materials, whether or not patented or patentable, in which Foundation has a legal interest and is free to disclose to Licensee, as set forth in Exhibit B attached hereto which is specific to the design, development, manufacture and marketing of Technology and products, and which was developed prior to the Effective Date by the Inventors at the University at Buffalo.
1.8.	“Licensed Product” means all Patent Products and Technology Products as defined herein.
1.9.	“Licensed Service” means all Patent Services and Technology Services as defined herein.

1.10. “Net Sales of Licensed Product or Licensed Service” means the gross revenues actually received by Licensee, Affiliates and Sublicensees from the manufacture, use, sale, lease or other transfer of Licensed Product or Licensed Service, less sales and/or use taxes actually paid, import and/or export duties actually paid, outbound transportation paid, prepaid or allowed, and amounts allowed or credited due to returns (not to exceed the original billing or invoice amount). In this context, gross revenues will also include the fair market value of any non-cash consideration actually received by Licensee, Affiliates and Sublicensees for the manufacture, use, sale, lease, or other transfer of Licensed Product. Net Sales does not include Sublicensing Revenue.

1.11. “Net Sales of Technology Product or Technology Service” means the gross revenues actually received by Licensee, Affiliates and Sublicensees from the manufacture, use, sale, lease or other transfer of Technology Product or Technology Service, less sales and/or use taxes actually paid, import and/or export duties actually paid, outbound transportation paid, prepaid or allowed, and amounts allowed or credited due to returns (not to exceed the original billing or invoice amount). In this context, gross revenues will also include the fair market value of any non-cash consideration actually received by Licensee, Affiliates and Sublicensees for the manufacture, use, sale, lease, or other transfer of Technology Product or Technology Service. Net Sales does not include Sublicensing Revenue.

2

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

1.12. “Nutraceutical Application” means applications using leucoanthocyanidins, anthocyanidins and anthocyanins as dietary supplements or food supplements thought to have a beneficial effect on human or animal health.

1.13. “Patent Costs” means all reasonable costs incident to filing, prosecuting and maintaining the patents associated with the Patent Rights in the United States and elected foreign countries, and any and all reasonable costs incurred in filing continuations, divisional applications or related applications thereon and any re-examinations or reissue proceedings thereof.

1.14. “Patent Product” means any product that if made, used, offered for sale, sold, imported, leased or otherwise transferred in the United States or any other country would, but for the license granted herein, infringe one or more Valid Claims.

1.15. “Patent Rights” means Foundation’s patent rights to any subject matter claimed in or covered by (a) any pending or issued United States or foreign patent or any patent application listed in Exhibit A attached hereto, including any reissues or reexaminations thereof; (b) any continuation or divisional applications of the patents and patent applications listed in Exhibit A; and (c) any patents issued on continuation or divisional applications, including reissues and reexaminations, of the patents and patent applications listed in Exhibit A.

1.16. “Patent Service” means any method, process, procedure or service that would, but for the license granted herein, infringe one or more Valid Claims.

1.17. “Pharmaceutical Application” means applications where devices, kits, or medications incorporating leucoanthocyanidins, anthocyanidins and anthocyanins are used (a) in the diagnosis, cure, mitigation, treatment, or prevention of disease (b) in or as articles (other than food) intended to affect the structure or any function of the body of man or other animals

1.18. “Research Field Application” means applications where devices, kits, or leucoanthocyanidins, anthocyanidins and anthocyanins are used for research purposes only.

1.19. “Sublicensing Revenue” means any payments that Licensee or an Affiliate receives from a Sublicensee in consideration of the sublicense of the rights granted Licensee under this Agreement, including without limitation, license fees, milestone payments, license maintenance fees and other payments. Sublicensing Revenue does not include royalties received by Licensee from Sublicensees.

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1.20. “Sublicensee” means any non-Affiliate third party to whom Licensee grants a sublicense of any or all of the rights granted Licensee under this Agreement.

1.21. “Technology” means technology developed by Inventors at the University at Buffalo on or before the Effective Date and which Foundation is free to disclose to Licensee, including (a) confidential and/or proprietary information and materials in which Foundation has a legal interest and as described in Foundation Docket Nos. [*] and [*] titled [*], (b) Know-How and Material Rights.

1.22. “Technology Products” means any products that incorporate, utilize, or are made with the use of the Technology, or part thereof, but that are not Patent Products.

1.23. “Technology Services” means any method, process, procedure or service that incorporates, utilizes, or make use of the Technology, or part thereof, but that are not Patent Services.

1.24. “Term” means the period of time beginning on the Effective Date and ending on the later of (i) the expiration date of the last to expire Patent Right, or (ii) ten (10) years from the date of the first sale of a Licensed Product.

1.25. “Territory” means worldwide.

1.26. “Valid Claim” means an unexpired claim in an issued unexpired patent or a claim of a pending patent application or supplementary protection certificate within the Patent Rights that has not been revoked, abandoned, disclaimed or withdrawn, or held unenforceable, unpatentable or invalid by a court of competent jurisdiction in a final judgment that has not been appealed within the time allowed by law or from which there is no further appeal.

2. GRANT OF RIGHTS AND RETAINED RIGHTS

2.1. Exclusive License. Subject to the terms of this Agreement, Foundation grants to Licensee an exclusive license under the Patent Rights and Know-How and Material Rights to make, have made, use, sell and offer for sale Licensed Products and Licensed Services in the Field for Nutraceutical Application, Food Additive Application, Fine Chemical Product Application, Research Field Application and Cosmetic Application and Territory and during the Term. The license granted is subject to the overriding obligations to the U.S. Government set forth in 35 USC 200-212 and applicable governmental implementing regulations. The license granted is subject to the provisions of Article 4 entitled “DUE DILIGENCE AND MARKETING OBLIGATIONS”.

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2.2. Non-Exclusive License. Subject to the terms of this Agreement, Foundation grants to Licensee a non-exclusive license under the Patent Rights and Know-How and Material Rights to make, have made, use, sell and offer for sale Licensed Products and Licensed Services in the Field for Pharmaceutical Application and Territory and during the Term. The license granted is subject to the overriding obligations to the U.S. Government set forth in 35 USC 200-212 and applicable governmental implementing regulations. The license granted is subject to the provisions of Article 4 entitled “DUE DILIGENCE AND MARKETING OBLIGATIONS”.

2.3.	First Look Right. Subject to any existing or hereafter incurred obligations to the United States government or agency thereof arising out of the use of government funds or to any third party arising out of the use of third party’s sponsored research funds, Foundation grants Licensee an exclusive right (“First Look Right”) to negotiate in good faith a definitive license agreement for an exclusive (or non-exclusive, at Licensee’s option), royalty bearing, worldwide license with right to sublicense to use and otherwise exploit each improvement to the Technology, Licensed Products and Licensed Services within the Field developed by the Inventors while employed at the University at Buffalo during the Term and owned or controlled by Foundation (“Improvements”).
	The First Look Right will commence on the date that Foundation discloses the Improvement to Licensee (“Improvement Disclosure”). Foundation’s Improvement Disclosure will include sufficient information to allow the Licensee to evaluate such Improvement and its potential for development as or in connection with a Licensed Product or Licensed Service. Licensee will have [*] days (“Notice Period”) from the date of receipt of Foundation’s disclosure to (a) evaluate the Improvement and (b) provide written notice (“First Look Notice”) to Foundation of its interest in entering into negotiations for a license under the Improvement to make, have made, use, sublicense, sell, offer for sale, have sold, import and export products or services that incorporate, utilize or are made with the use of such Improvements. If and when Foundation receives the First Look Notice, the parties will promptly and in good faith commence license negotiations. Licensee will provide a commercialization plan for the Improvement at the onset of license negotiations.
	The First Look Right will terminate (i) at the end of the Notice Period if Licensee fails to provide First Look Notice, (ii) immediately upon notice that Licensee is not interested in entering into negotiations for a license to such Improvement, or (iii) one hundred eighty (180) days after Foundation receives the First Look Notice if the parties have not yet finalized a definitive license agreement. Upon termination or expiration of the First Look Right, Foundation will be free to present and license such Improvement to third parties without restriction.

2.4. Retained Rights. Foundation retains the right to use the Technology, Know-How and Material Rights and Patent Rights for educational purposes and internal research and development.

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3. COMPENSATION AND PAYMENT TERMS

3.1. Research Funding. Licensee will provide Foundation with unrestricted research funds, within thirty (30) days of the Effective Date, of [*]. The research funded by these funds does not need to relate to the Technology Rights, and may be used by the Inventors for the research projects of their choosing.

3.2. Royalties on Net Sales. Licensee will pay to Foundation an earned royalty of [*] of Net Sales of Patent Product or Patent Service. Licensee will pay to Foundation an earned royalty of [*] of Net Sales of Technology Product and [*] of Net Sales of Technology Services.

3.3.	Annual Minimum Royalties on Net Sales. Licensee will pay Foundation Annual Minimum Royalty payments of $5,000 on or before the first day of the calendar year 2010 and each following year for the Term of the Agreement.
	Each Annual Minimum Royalty payment will be credited against any earned royalties due for the applicable calendar year.
3.4.	Sublicensing Fees. Licensee will pay Foundation [*] of Sublicensing Revenue.

3.5. Milestone Payments. Licensee will pay Foundation milestone payments according to the following schedule of events:

MILESTONE	MILESTONE PAYMENT
Sale of first Licensed Product, Licensed Service or Sublicense Fee payment received.		[*]

3.6. Payment Terms: All dollar amounts referenced herein will refer to U.S. Dollars. Payments with designated payment dates are due and payable on or before those dates. Earned royalty payments will be made within [*] days after the end of each calendar quarter for the calendar quarter. All invoiced payments will be paid within [*] days of Licensee’s receipt of invoice. When Licensed Products or Licensed Services are sold for currencies other than U.S. Dollars, earned royalties will first be determined in the foreign currency of the country in which the Licensed Products or Licensed Services were sold and then converted into equivalent U.S. Dollars. The exchange rate is that rate quoted in the Wall Street Journal on the last business day of the reporting period and is quoted as local currency per U.S. Dollar.

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3.7. Payment Address. All payments will be made payable to “The Research Foundation of State University of New York” and will be sent to the below address:

UB Office of Science, Technology Transfer & Economic Outreach
UB Technology Incubator
Baird Research Park
Suite 111
1576 Sweet Home Road
Amherst, NY 14228
Attn: Licensing Specialist

3.8. Late Payment. In the event that payments are not received by Foundation when due, Licensee will pay to Foundation interest charges at a rate of [*] per annum. Interest will be calculated from the date payment was due until actually received by Foundation.

3.9. Foreign Charges. Royalties due on sales that occur in any country outside the United States may not be reduced by any deduction of withholding, value-added taxes, fees, or other charges imposed by the government of such country, except as permitted in the definition of Net Sales. Licensee is responsible for all bank transfer charges.

4. DUE DILIGENCE AND MARKETING OBLIGATIONS

4.1.	Licensee will use commercially reasonable efforts to commercialize and market Licensed Products and Licensed Services as soon as practicable and in accordance with the milestone events set forth herein.
4.2.	Licensee will complete the following milestones by the timeframes set forth below:

MILESTONE	COMPLETION DATE
Commercialization development plan submitted to Foundation.		[*]
Commercial availability of a Licensed Product or Licensed Service.		[*]
Annual sales revenues of [*].		[*]
Annual sales revenues of [*].		[*]

4.3. In the event that Licensee fails to meet either the third or fourth milestone set forth in Section 4.2 above by the date set forth therein notwithstanding Licensee’s reasonable efforts to meet same, then Foundation’s sole remedy for same will be to render the exclusive licenses set forth in Section 2.1 of this Agreement as nonexclusive, upon written notice from Foundation to Licensee.

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4.4. Notwithstanding the above, in the event that prior to the milestone dates set forth in Section 4.2 above, there is a Change in Law that materially and adversely impacts Licensee’s ability to achieve the milestone by the applicable milestone date, Foundation and Licensee agree to meet and negotiate in good faith reasonable extensions to the milestone dates given the impact of the Change in Law. “Change in Law” means amendments, modifications or changes in existing Applicable Law, including changes in the enforcement or application of Applicable Law, or the enactment of any new Applicable Law. “Applicable Law” means any federal, state or local law, ordinance, rule, regulation, permit and order of any governmental authority, including the judicial or administrative interpretation thereof, which is applicable to Licensee’s use of the Patent Rights and Know How and Material Rights to make, have made, use sell and offer for sale the Licensed Products and Licensed Services as permitted under this Agreement.

5. SUBLICENSING

5.1. The license granted in this Agreement includes the right of Licensee to grant sublicenses to third parties during the Term. With respect to sublicense granted pursuant to Article 5, Licensee will:

(a) not receive, or agree to receive, anything of value in lieu of cash as considerations from a third party under a sublicense granted pursuant to Article 5 without the express written consent of Foundation;

(b) to the extent applicable, include all of the rights of and obligations due to Foundation and contained in this Agreement;

(c)	procure Foundation’s prior written consent prior to finalizing a sublicense agreement, which consent will not be unreasonably withheld;
(d)	promptly provide Foundation with a copy of each sublicense issued; and

(e) use commercially reasonable efforts to collect all payments due, directly or indirectly, to Foundation from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Foundation from Sublicensees.

5.2. Upon termination of this Agreement for any reason, Foundation, at its sole discretion, will determine whether Licensee will cancel or assign to Foundation any and all sublicense agreements. Licensee will include a provision in each sublicense agreement which allows Foundation to assume the sublicense agreement if (a) the License Agreement is terminated, and (b) Foundation chooses to assume the sublicense agreement.

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6. PATENT PROSECUTION AND PATENT COSTS

6.1. Patent Costs Incurred Pre-Effective Date. Licensee will reimburse Foundation in ten (10) equal monthly payments with the first payment due [*] days after the Effective Date for Patent Costs incurred by Foundation prior to the Effective Date. Foundation has received invoices for [*] in Patent Costs as of May 8, 2008. This number may not represent the entire outstanding balance of Pre-Effective Date Patent Costs.

6.2.	Patent Rights Management.
	Foundation will control and manage all future preparation, filing, prosecution and maintenance of the Patent Rights.

(a) Although Foundation retains primary responsibility for Patent Rights management, Foundation will consult Licensee and Licensee will have reasonable opportunities to provide input and cooperate with Foundation on appropriate courses of action regarding Patent Rights management to protect products or services contemplated to be sold or offered by Licensee, or Licensee through its Sublicensees, under this Agreement including, but not limited to a) the inclusion or amendment of claims in any patent application in Exhibit A, b) domestic and foreign patent filing campaigns, c) the advisability of continuing prosecutions in the face of rejections, d) appeals, and e) patent maintenance. Foundation will direct its outside patent counsel to provide Licensee with a copy of all correspondence to Foundation, and all proposed patent applications or office action responses for Licensee’s review prior to filing in the United States Patent and Trademark Office or any foreign patent office, and Licensee will provide any input it may have regarding such application or response in a timely manner to Foundation. Foundation will give serious consideration to reasonable input provided by Licensee, and provide Licensee with a copy of all correspondence from Foundation to outside patent counsel, when such correspondence relates to Patent Rights.

(b) Foundation will give prompt and timely 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 such patents, at its own expense. Unless Foundation provides express written notice to the contrary, Foundation will retain ownership of Patent Rights even where Licensee files, prosecutes or maintains such patents or patent applications. 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 will give prompt and timely written notice to Foundation of such intention, and in such case, will permit Foundation to continue filing, prosecution or maintenance at its own expense.

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(c) Each party will 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 will 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, will promptly provide the other Party, or direct the its attorney to 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 of their filing, with any patent office with respect thereto; will consider in good faith any comments thereon provided by the other Party; and will not unreasonably decline to incorporate changes to such filing proposed by such other Party. Each Party will assist the other in the preparation and prosecution of such Patent Rights and will execute all documents reasonably deemed necessary for the filing thereof and/or for the vesting of title thereto as provided in this Agreement.

6.3. Post-Effective Date Patent Costs. Licensee will reimburse Foundation for all Patent Costs incurred after the Effective Date within [*] days after its receipt of a copy of the applicable invoice. Foundation may, at its option, (a) invoice Licensee, or (b) have the firm or other entity providing the patent related service send a copy of each patent expense invoice to Licensee so that it can directly pay such firm for such expense(s).

7. BOOKS, RECORDS AND REPORTS

7.1. Books and Records. Licensee will keep complete, true and accurate books of account containing reasonable particulars that may be necessary for the purpose of showing the amounts payable to Foundation hereunder and for the purpose of showing compliance with all other obligations under this Agreement. Said books and the supporting data will be available at all reasonable times for five (5) years following the end of the calendar year to which they pertain, for confidential inspection (subject to Foundation’s obligations relating to internal reporting and accounting requirements) by Foundation or its agents, upon reasonable notice to Licensee, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Foundation and its agents may make copies of relevant information during the course of an inspection. In addition, Licensee agrees to provide copies to Foundation of relevant records upon request of Foundation. Each party will promptly pay or credit the other for any underpayment or overpayment discovered during an inspection. Should such inspection lead to the discovery of a greater than five percent (5%) discrepancy in reporting to Foundation’s detriment, Licensee will pay (a) the full cost of the inspection, and (b) late charge on the full amount of the discrepancy at the lesser of the maximum rate allowed by law or one and one half (1 ¹/2 %) per month.

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7.2. Quarterly Reports. Within [*] days after the end of each calendar quarter during the term of the Agreement, Licensee will provide reports containing the following information relating to the quarter: (a) number and type of Licensed Products made by or for Licensee and any Sublicensees; (b) number and type of Licensed Products and Licensed Services sold by Licensee, Affiliates and Sublicensees; (c) Net Sales (and the calculation of Net Sales); (d) royalties due under Section 3.2; (e) Sublicensing Revenue (and the calculation of Sublicensing Revenue), (f) Sublicensing Fees due under Section 3.4, and (g) the total amount (royalties and Sublicensing Fees) due Foundation for the calendar quarter. The foregoing will be provided on a country-by-country basis.

7.3. Annual Reports. Within [*] days after the end of each calendar year during the term of the Agreement, Licensee will also provide reports containing the following information relating to the calendar year: (a) number and type of Licensed Products made by or for Licensee and Sublicensees; (b) number and type of Licensed Products and Licensed Services sold by Licensee, Affiliates and Sublicensees; (c) Net Sales (and the calculation of Net Sales); (d) royalties due under Section 3.2; (e) Sublicensing Revenue (and the calculation of Sublicensing Revenue); (f) Sublicensing Fees due under Section 3.4; and (g) the total amount (royalties and Sublicensing Fees) due for the calendar year. The foregoing will be provided on a country-by-country basis.

7.4. Semi-Annual Due Diligence Reports. Within [*] days after the end of each second and fourth calendar quarter through the 2012 calendar year, Licensee will provide reports containing the following information relating to the two previous calendar quarters: progress on the commercialization and development of Licensed Products and Licensed Services (i.e., new product development, product evaluation and testing, marketing plans, sales forecasts, significant commercialization events, progress on the milestones set forth in Article 4). The foregoing will be provided on a country by country basis.

7.5. Report Certification. An officer of Licensee will sign and certify each report, and all reports will be prepared in accordance with Generally Accepted Accounting Principles. If no royalties are due for a particular period, Licensee will submit a report to Foundation that states this.

8. PATENT RIGHTS INFRINGEMENT

8.1. Foundation and Licensee will promptly inform the other in writing of any patent infringement by a third party and provide available evidence of infringement.

8.2. If within ninety (90) days after notification of alleged infringement Foundation has not been successful in persuading the alleged infringer to desist, is not diligently prosecuting an infringement action, or if Foundation notifies Licensee of its intent not to bring action against the alleged infringer, then Licensee may, after first requesting and procuring Foundation’s consent, bring action at its own expense.

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8.3. If any suit is brought involving the enforcement or defense of the Patent Rights, the other party hereto agrees, at the request and expense of the party initiating such suit, to reasonably cooperate and to make available relevant records, papers, information, samples, specimens and the like.

8.4. No settlement or consent judgment or other voluntary final disposition of an enforcement or defense suit initiated by either party to this Agreement may be entered into without the consent of the other, which consent will not be unreasonably withheld.

8.5. In the event that a declaratory judgment action alleging invalidity or noninfringement of the licensed rights is brought against Licensee, Foundation reserves the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense to the action at its own expense.

8.6. The total cost of any infringement action commenced or defended solely by Foundation will be borne by Foundation and after Foundation deducts all unreimbursed litigation expenses and legal fees, Foundation will share any recovery or damages derived therefrom with Licensee in an amount to be determined based on damage suffered by Licensee.

8.7. The cost of any infringement action commenced or defended by Licensee (after first procuring Foundation’s consent as required by Section 8.2) will be borne by Licensee. Licensee may deduct any unreimbursed litigation expenses and legal fees from any recovery of damages or settlement received by Licensee from any such suit, and the balance of such recovery will be considered Sublicensing Revenue subject to payment of Sublicensing Fees as set forth in Section 3.4.

9. INDEMNIFICATION AND INSURANCE

9.1. Licensee will defend, indemnify and hold Foundation, its officers, trustees, employees and agents harmless from and against any and all claims, actions, suits, loss, injury, expenses, damages, liability, cost and expenses (including reasonable attorneys’ fees, whether incurred as a result of a third party claim or a claim to enforce this provision) of any kind or nature arising out of, or resulting from, the exercise or practice of the license granted under this Agreement, including without limitation, liabilities arising from the production, manufacture, sale, use, lease, or advertisement of Licensed Products. Any settlement will require Foundation’s prior written approval, which approval will not be unreasonably withheld.

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9.2. Licensee will at all times comply, through insurance or self-insurance, with all statutory worker’s compensation and employers’ liability requirements covering all employees with respect to activities performed under this Agreement. In addition, Licensee will maintain, from the initiation of human trials, if applicable, and for so long as Licensee customarily maintains insurance for its other products, Comprehensive General Liability Insurance, including Products Liability Insurance, with reputable and financially secure insurance carriers to cover the activities of Licensee and its sublicensees. This insurance will provide minimum limits of Product Liability Insurance of [*] until first commercial sale of Licensed Product or execution of the first sublicense, and then increase to a minimum of [*] of Product Liability Insurance for the remaining term of this Agreement. This insurance will include the Foundation and the State University of New York their regents, officers, employees, students and agents as additional insureds. This insurance will be written to cover claims made during or after the expiration of this Agreement. Licensee will advise Foundation, in writing that it maintains excess liability coverage over primary insurance for at least the minimum limits set forth above. At Foundation’s request, Licensee will furnish a Certificate of Insurance evidencing primary coverage and requiring thirty (30) days prior written notice of cancellation or material change to Foundation. All insurance of Licensee will be primary coverage; insurance of Foundation or the State University of New York will be excess and noncontributory.

10. TERMINATION

10.1. Termination for Licensee Breach. If Licensee should (a) materially violate or fail to perform any covenant, condition or undertaking of the Agreement, or (b) have a bankruptcy action filed against it, or (c) have a receiver appointed for it; then Foundation may give written notice of such default to Licensee. If Licensee should fail to cure such default within [*] days of notice of such default, then this Agreement may, at Foundation’s option, be terminated by a second written notice to Licensee.

10.2. Automatic Termination. If Licensee (a) will cease to attempt to carry on its business with respect to the rights granted in the Agreement, (b) has filed a bankruptcy action, (c) becomes insolvent, (d) makes an assignment for the benefit of creditors, or (e) challenges, whether as a claim, cross-claim, counterclaim or defense, the validity or enforceability of any of the Patent Rights before any court, arbitrator or other tribunal or administrative agency in any jurisdiction, this Agreement will immediately terminate without any further action by Foundation.

10.3. Accrued Obligations. Termination of this Agreement will not relieve either party of any obligation or liability accrued hereunder prior to such termination, or rescind or give rise to any right to rescind any payments made or other consideration given to Foundation hereunder prior to the time such termination becomes effective. Such termination will not affect in any manner any rights of Foundation arising under this Agreement prior to the date of such termination. Licensee will pay all attorneys’ fees and costs incurred by Foundation in enforcing any obligation of Licensee or accrued right of Foundation.

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10.4. Disposition of Licensed Products. Upon expiration or termination of this Agreement by either party, Licensee will provide Foundation with a written inventory of all Licensed Products in process of manufacture, in use or in stock. Licensee may dispose of any such Licensed Products within the ninety (90) day period following such expiration or termination, provided, however, that Licensee will pay royalties and render reports to Foundation thereon in the manner specified herein.

10.5. Survival. The provisions Article 1 (Definitions), Article 7 (Books, Records and Reports), Article 9 (Indemnification and Insurance), Section 10.4 (Disposition of Licensed Products), Section 10.5 (Survival), Article 11 (Warranty and Liability), Article 14 (Non-Use of Names) and Article 18 (Miscellaneous) will survive termination of this Agreement.

11. WARRANTY AND LIABILITY

11.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.

11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD OR COMMERCIALLY TRANSFERRED UNDER THE TERMS OF THIS LICENSE WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY PATENTS OR COPYRIGHT CLAIMS.

11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT OR COPYRIGHT INFRINGEMENT OR TO FURNISH ANY KNOW-HOW OR TRADE SECRETS NOT PROVIDED IN FOUNDATION’S COPYRIGHT RIGHTS OR PATENT RIGHTS.

11.4. IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE TECHNOLOGY, LICENSED PRODUCT OR LICENSED METHOD, INCLUDING FOR LOST PROFITS, LOST DATA OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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11.5. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

12. ASSIGNMENT

This Agreement and the license granted hereunder may not be assigned or transferred by Licensee except in connection with the sale or other transfer of Licensee’s business to which the license granted hereunder relates. Licensee will give Foundation at least [*] days prior written notice of any assignment or transfer of Licensee’s business to which the license granted hereunder relates, and will provide Foundation with documentation executed by the assignee or transferee that confirms their agreement to be bound by the terms and provisions of this Agreement.

13. OBLIGATIONS TO FEDERAL GOVERNMENT AND OTHER SPONSORS

The Agreement will be subject to the rights of the United States Government, if any, resulting from any funding of the Technology by the United States Government. This Agreement will also be subject to the rights of any other entities that may have contributed funding to development of the Technology, if any. Licensee acknowledges that such rights, if applicable to Technology, may reserve to the United States Government, a royalty-free, non-exclusive, non-transferable license to practice or have practiced on its behalf any government-funded invention claimed within any associated patents or patent applications as well as other rights.

14. NON-USE OF NAMES

Licensee agrees that it will not use Foundation’s name or State University of New York, or University at Buffalo, adaptation thereof (including logos and symbols associated with Foundation and “State University of New York”, and “University at Buffalo”) (collectively “SUNY”), or the names of the scientists, researchers or others employed at or with SUNY in any advertising, promotional or sales literature without first obtaining Foundation’s prior written consent, or in the case of the names of such researchers, scientists or employees the prior written consent of the individuals, except that Licensee may state that it is a licensee of the Foundation.

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15. FOREIGN LAWS

When required by local or national law, Licensee will register this Agreement, pay all costs and legal fees connected therewith, and otherwise insure that the local/national laws affecting this Agreement are fully satisfied.

16. COMPLIANCE WITH LAWS

16.1. General Compliance. Licensee will ensure compliance with all applicable county, state, federal or foreign laws, rules, and regulations governing the production, use, marketing, sale, and distribution of Licensed Products.

16.2. Export Control Laws. Licensee and its Affiliates and Sublicensees will comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Control Regulations of the United States Department of Commerce and International Traffic In Arms Regulations. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. In order to facilitate the exchange of technical information under this Agreement, therefore, Licensee gives its assurance to Foundation that Licensee will not knowingly, unless prior authorization is obtained from the appropriate office, export directly or indirectly any technical data received from Foundation under this Agreement and will not export directly Licensed Product or technical data to any restricted country in each case, except in compliance with all U.S. laws and regulations. Foundation neither represents that a license is or is not required nor that, if required, it will be issued by the U.S. Department of Commerce or other appropriate governmental entity.

17. CONFIDENTIALITY

17.1. Confidential Information. As used in this Agreement, “Confidential Information” will mean confidential or proprietary information exchanged between the parties hereunder and relating to the Technology or the performance of the obligations set forth herein. Confidential Information will include (a) written or other tangible information marked as confidential or proprietary, (b) orally disclosed information that is identified as confidential and summarized in a notice delivered within thirty (30) days of the disclosure, and (c) information that should reasonably be considered confidential under the context in which the disclosure is made (i.e., nonpublic patenting information and nonpublic infringement information).

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17.2. Confidentiality Obligations. Each party agrees to (a) maintain the other party’s Confidential Information in confidence, and (b) not disclose the other party’s Confidential Information to any other party, without the prior written consent of the disclosing party. Each party agrees to limit its use of the other party’s Confidential Information to the purposes permitted by this Agreement. To the extent that either party is required to disclose the Confidential Information of the other party pursuant to interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process, such party will provide the other party with prompt written notice of any such request. The owner of the Confidential Information may then seek a protective order or other appropriate remedy or waive compliance with Section 17 of this Agreement in that particular case. Nothing in this Section 17 will restrict Licensee’s ability to disclose information required by the SEC or other governmental regulatory agency.

17.3. Termination and Expiration of Confidentiality Obligations. The obligations of Section 17.2 will terminate with respect to any particular portion of the Confidential Information which (a) was in the receiving party’s possession prior to disclosure to it by the disclosing party; (b) is or hereafter becomes, through no fault of the receiving party, part of the public domain by publication or otherwise; (c) is furnished to the receiving party by a third party after the time of disclosure hereunder as a matter of right and without restriction on its disclosure; or (d) is independently developed by employees or agents of the receiving party independently of and without reference to Confidential Information received from the disclosing party. The obligations of Section 17.2 will expire [*] years from the date the disclosing party discloses the Confidential Information to the receiving party.

18. MISCELLANEOUS

18.1. Governing Law. This Agreement will be construed, governed, interpreted and applied in accordance with the laws of the State of New York, except that questions affecting the construction and effect of any patent will be determined by the law of the country in which the patent was granted. The parties consent to the exclusive personal jurisdiction of the state and federal courts of the State of New York.

18.2. Entire Agreement. This Agreement, including any Exhibits or attachments hereto, embodies the entire agreement and understanding among the parties to this Agreement and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. None of the terms or provisions of this Agreement may be altered, modified, or amended except by the execution of a written instrument signed by the parties hereto.

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18.3. Severability. The provisions of this Agreement are severable, and in the event that any provisions of this Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability will not in any way affect the validity or unenforceability of the remaining provisions hereof.

18.4. Notices. All notices, requests, consents and other communications to be provided under this Agreement must be in writing and will be delivered in person or sent overnight delivery by a nationally recognized courier or by certified or registered mail, return receipt requested to the addresses provided below, and will be deemed to have been given when hand delivered, one (1) day after mailing when mailed by overnight courier or five (5) days after mailing by registered or certified mail:

If to Licensee, to:

ChromaDex, Inc.
10005 Muirlands Boulevard
Suite G, First Floor
Irvine, California 92618
Attn: Tom Varvaro, CFO

If to Foundation, to:

UB Office of Science, Technology Transfer and Economic Outreach (STOR)
University at Buffalo Technology Incubator
Baird Research Park, Suite 111
1576 Sweet Home Road
Amherst, NY 14228
Attn: Director

18.5. Waiver. No waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth will be deemed a waiver as to any subsequent and/or similar breach or default.

18.6. Patent Marking. To the extent commercially feasible and consistent with prevailing business practices, Licensee will mark, and will cause its Sublicensees to mark, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

18.7. Force Majeure. Neither party will be liable for failure or delay of fulfillment of all or part of this Agreement, directly or indirectly owing to acts of nature, governmental orders or restriction, war, warlike conditions, revolution, riot, looting, strike, lockout, fire, flood, or any other cause or circumstances beyond the parties’ control.

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18.8. Headings. The headings of the articles and sections are inserted for convenience of reference only, and are not intended to influence the interpretation of this Agreement.

18.9. Manufactured in U.S. Licensee agrees that Licensed Products leased or sold in the United States will be manufactured substantially in the United States.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

CHROMADEX		THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
By:	/s/ FRANK JAKSCH	By:	[  *  ]
Frank Jaksch, CEO and President		[  *  ]
Date:	June 27, 2008	Date:	June 30, 2008

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EXHIBIT A

PATENTS

United States Patent 7,338,791- Production of Flavonoids by Recombinant Microorganisms,
issued March 4, 2008

United States Divisional Patent Application, serial number 12/074,332, Production of
Flavonoids by Recombinant Microorganisms, filed March 3, 2008

PCT patent application, serial number PCT/US05/24525, Production of Flavonoids by
Recombinant Microorganisms, filed on July 11, 2005

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EXHIBIT B

KNOW-HOW AND MATERIALS

1.	[*] leucoanthocyanidins, anthocyanidins and anthocyanins.
2.	[*].

21

EX-31.1

31.1

Certification of the Chief Executive Officer
Pursuant to
§240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended

I, Frank L. Jaksch Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of ChromaDex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2008
 

/s/ FRANK L. JAKSCH JR  

Frank L. Jaksch Jr. 

Chief Executive Officer 

EX-31.2

31.2

Certification of the Chief Financial Officer
Pursuant to
§240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended

I, Thomas C. Varvaro., certify that:

1. I have reviewed this quarterly report on Form 10-Q of ChromaDex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2008
 

/s/ THOMAS C. VARVARO  

Thomas C. Varvaro 

Chief Financial Officer 

EX-32

32.1

Certification Pursuant to 18 U.S.C. Section 1350
(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with this quarterly report of ChromaDex Corporation (the “Company”) on Form 10-Q for the quarter ending June 28, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Frank L. Jaksch Jr., Chief Executive Officer of the Company, and Thomas C. Varvaro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 12, 2008

/s/ FRANK L. JAKSCH JR  

Frank L. Jaksch Jr. 

Chief Executive Officer 

/s/ THOMAS C. VARVARO  

Thomas C. Varvaro 

Chief Financial Officer