LICENSE AGREEMENT

Exhibit 10.8

LICENSE AGREEMENT

THIS AGREEMENT is made as of January 12, 2007, by and between Allendale Laboratories, Inc. (“Licensor”), a New Jersey corporation, with an office at 30 Neck Road, Old Lyme, CT and Synova Healthcare Group, Inc. (“Licensee”), a Delaware corporation, with an office at 1400 N. Providence Road, Suite 6010, Building II, Media, Pennsylvania 19063.

W I T N E S S E T H:

WHEREAS, Licensor owns or has the right to certain research information, know-how, patented and unpatented technology relating to a dissolvable film, contraceptive diaphragm, etc. that can be used as a barrier and or delivery device for an agent material, allowing local administration of the material to an intended body area and to certain gynecological products, together with additional technology or concepts under development of to be developed.

WHEREAS, Licensee desires to obtain from Licensor an exclusive license to the Technology so it can market products based on the Technology.

NOW, THEREFORE, in consideration of the premises, agreements, covenants and conditions contained herein, the parties hereby agree as follows:

The following terms shall have the meaning assigned to them below when used in this Agreement:

1.1 “ Confidential Proprietary Information ” - means the confidential scientific, business or financial information related to the Technology which (a) is not publicly known or available from other sources who are not under a confidentiality obligation to a third party, (b)  is not already known or available to the receiving party without a confidentiality obligation, and (c) is not required to be disclosed by law.

1.2 “ Improvements ” - means any invention, discovery, development, enhancement or modification with respect to the Technology made during the term of this Agreement.

1.3 “ New Products or New Technology” - means any products or technology developed by Licensor at any time during the term of this Agreement that has or may have commercial value to the Company or any third parry.

1.4 “ Patent Rights ” - means any and all patent applications and patents listed on Schedule A hereto, together with all other patents that have been issued or which may be issued in the

future therefrom, including, without limitation, certificates of invention and any and all divisions, continuations, continuations-in-part, reissues, renewals, reexaminations, extensions or additions to such patent applications and patents and any foreign counterparts thereof.

1.5 “ Product(s) ” - means any product, including New Products, the manufacture, sale, use, import or license of which utilizes or incorporates the Technology.

1.6 “ Technology ” - means the intellectual property described on Schedule A hereto and all Improvements.

2.1 Licensor hereby agrees to permit Licensor to review all Products and Technology. Further, in the event Licensor creates any New Products or New Technology, Licensor shall promptly deliver to Licensee a written notice describing such development in detail (such notice, the “New Product Notice”). For the first thirty (30) days after the date hereof (the “Initial Period”), no payment shall be required for the right granted pursuant to this Section 2.1. In order to extend the rights granted pursuant to this Section 2.1 for an additional period of 150 days (together with the Initial Period, the “Extended Period”), the Licensee shall pay the Licensor the sum of $100,000, to be paid on or before the expiration of the Initial Period.

2.2 On or prior to the expiration of the Extended Period, Licensee shall have the exclusive right to become the exclusive licensee of such Products, New Products or Technology, or to continue to hold such Products, New Products or Technology for an additional period of time. Licensee may only exercise such right by giving timely written notice to Licensor (a “Hold Notice”). In the event Licensee exercises such right, then this Agreement shall be deemed amended to include the Products, New Products or New Technology set forth in the New Product Notice as if such New Products or New Technology were part of the Technology. In order to hold such Products, New Products or Technology for an additional period of one calendar year, the Licensee shall pay the Licensor a fee of $40,000 with respect to each specific product which the Licensee wishes to hold for future development, but not develop at the present time. Such fee shall be paid at the time the written notice is delivered to the Licensor. Such hold period may be extended for additional years at an additional fee of $40,000. In the alternative, the Licensee may provide written, on or prior to the expiration of the Extended Period that Licensee wishes to become the exclusive licensee of such Products, New Products or Technology (a “License Notice”). In such event, the Licensor and Licensee shall use their commercially reasonable best efforts to specify a development schedule and development fees for the specified Products, New Products or Technology within thirty (30) days of the date of the License Notice (the “Development Details”). If no Hold Notice or License Notice is delivered to Licensor in a timely manner, or if the Development Details are not agreed to in writing in a timely manner, all rights to the Products, New Products or Technology shall revert to the Licensor.

2.3 Licensor hereby further grants to Licensee the right to sublicense to third parties the rights licensed to Licensee in Section 2.1 and 2.2, provided that the terms and conditions of this Agreement are met, where applicable, and that the Licensee obtains Licensor’s prior consent to any proposed sublicense, which consent may not be unreasonably withheld by Licensor.

3.1 In consideration of the license granted under Section 2.2 of this Agreement for the development of Products, Licensee shall pay to Licensor a royalty during the term of this Agreement, within 90 days of each calendar year end, on all sales by Licensee of Products at the rate of 4.5 % of the gross sales of the Product without deduction therefrom.

3.2 In consideration of the right to sublicense third parties granted under Section 2.2 of this Agreement, if Licensee so sublicenses third parties, then Licensee shall pay to Licensor 25% of all royalties, payments or other direct remuneration received by Licensee during the term of this Agreement pursuant to any such sublicense, promptly after Licensee’s receipt of-such consideration, less any direct expenses incurred with respect to such sublicense.

3.3 Licensee shall deliver to Licensor a statement of sales and royalties with respect to and concurrent with each payment made to Licensor under this Section 3, certified by the Licensor’s Chief Financial Officer (the “Royalty Statement”). Unless within thirty (30) days of delivery of the Royalty Statement by Licensee to Licensor, Licensee shall have received a written objection from Licensor to the Royalty Statement, then such draft shall be considered the final Royalty Statement for such period. If within thirty (30) days of delivery of the Royalty Statement by Licensee to Licensor, Licensee shall have received a written objection from Licensor to the Royalty Statement, then the Licensee and Licensor shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Licensee and Licensor are unable to reach a resolution with such effect within ten (10) days of the Licensor’s receipt of the Licensor’s written notice of objection, the parties shall submit such dispute for resolution to an independent accounting firm mutually appointed by the parties (the “Independent Accounting Firm”), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall initially be paid by the Licensor; provided, however, in the event that the Independent Accounting Firm determines that the Licensor’s objection to the Royalty Statement are valid, then the Licensee shall pay the fee payable to the Independent Accounting Firm.

The license granted by Licensor under this Agreement shall be exclusive even as against Licensor so that Licensor may not use the Technology for any purpose whatsoever, except that Licensor reserves the right to use and practice the Technology for its research and development of Improvements and New Products and Technology and to permit other entities and individuals to use the same but only for research purposes. In connection with any such third party use, Licensor shall (a) obtain from all such entities and individuals a written agreement not to use the Technology for commercial purposes and (b) notify Licensee of the identity of any and all such third parties.

Licensee shall bear the cost of all reasonable patent expenses in the prosecution and maintenance of the Patent Rights portion of the Technology.

Licensee shall have the right to modify, improve and enhance the Technology, and any such modification, improvement or enhancement, shall become the exclusive property of Licensee, and Licensor shall not have any rights with respect thereto except to use and practice the same for its research and development.

7.1 Licensee shall indemnify and hold Licensor harmless from and against any and all claims, actions, suits, liabilities, judgments, and expenses (including reasonable attorney’s fees), in law or in equity, based on or arising out of or resulting from (a) any claim relating to any product which is manufactured or produced by Licensee utilizing or incorporating the Technology except to the extent such claim is subject to Licensor’s indemnification obligation in Section 7.2 below, and (b) any breach by Licensee of its representations, warranties or obligations under this Agreement. In furtherance of the foregoing, Licensee shall obtain, upon the first commercial sale of any Product, and maintain, at all times thereafter during the term of this Agreement, product liability insurance with coverage on terms and in amounts appropriate for the business activities of Licensee.

7.2 Licensor shall indemnify and hold Licensee harmless from and against any and all claims, actions, suits, liabilities, judgments, and