LICENSE AGREEMENT

EXHIBIT 10.3

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“ Agreement ”) is made as of this 1st day of October, 2008 by and between HYDRON TECHNOLOGIES, INC., a New York corporation (“ Licensor ”), and BRAND BUILDERS RX, LLC, a Delaware limited liability company (“ Licensee ”).

W I T N E S S E T H:

WHEREAS, Licensor owns or licenses certain intellectual property, both registered and unregistered, used or useful in Licensor’s business (“ Hydron Business ”) of developing, manufacturing and marketing proprietary oral and healthcare products, including cosmetic treatments and acne products, and other skin care products, as described in greater detail elsewhere in this Agreement (collectively, the “ Intellectual Property ”);

WHEREAS, Licensor and Brand Builders, International, LLC, a Florida limited liability company (“ Harezi ”), desire to form a joint venture (the “ Joint Venture ”) for the purposes of expanding the development, manufacture, marketing and sale of products utilizing the Intellectual Property;

WHEREAS, in connection with the Joint Venture, the parties are simultaneously entering into that certain Capital Contribution and Joint Venture Agreement (the “ Contribution Agreement ”) and a Limited Liability Company Agreement (the “ LLC Agreement ”) each of which provides, among other things, for capital contributions by Licensor and Harezi to Licensee, and that certain Assignment and Assumption Agreement (the “ Assignment and Assumption Agreement ”) which provides for the assignment of substantially all of the assets of the Hydron Business to Licensor, including the license and sublicense of the Intellectual Property; and

WHEREAS, Licensor and Licensee each desire to enter into this Agreement for the purposes of providing Licensee with an exclusive license and/or sublicense to use of the Intellectual Property for the purposes described herein and otherwise on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, consideration of the foregoing premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Definitions . In this Agreement, the following words and phrases shall have the following respective meanings, unless the context otherwise requires. Any of the terms defined in this Section may, unless the context requires otherwise, be used in the singular or the plural depending upon the reference.

(a)        “ Affiliate ” means any corporation or other entity which controls, is controlled by or is under common control with a party to this Agreement. For purposes of this Agreement, “ control ” means ownership or control, directly or indirectly, of at least a

ten percent (10%) voting or profit interest for any entity which has such a control relationship with a party hereto.

(b)        “ Assignment and Assumption Agreement ” has the meaning set forth in the third “WHEREAS” clause of this Agreement.

(c)        “ Business Day ” means any day other than (a) a Saturday or Sunday or (b) any other day on which commercial banks in Broward County, Florida are permitted or required to be closed.

(d)        “ Contribution Agreement ” has the meaning set forth in the third “WHEREAS” clause of this Agreement.

(e)        “ Copyrights ” means all registered and unregistered copyrights in both published works and unpublished works set forth on Schedule 1(e) hereto.

(g)        “ Excluded Rights ” means any and all rights of Licensor, including without limitation, any and all Patent Rights and proprietary technology, relating to Prescription Oxygen Products.

(h)         “Harezi” has the meaning set forth in the second “WHEREAS” clause of this Agreement.

(i)         “ Hydron Business ” has the meaning set forth in the first “WHEREAS” clause of this Agreement.

(k)        “ Indevus Royalties ” means the royalties payable to Valera Pharmaceuticals, Inc., a subsidiary of Indevus Pharmaceuticals, Inc. pursuant to that certain agreement dated June 25, 1976, the Company, then known as Dento-Med Industries, Inc., entered into an agreement (the “ Original Agreement ”) with The National Patent Corporation (now known as GP Strategies) relating to the net proceeds from sales of certain products composed wholly or partly of the Hydron™ polymer (the “ Hydron Polymer ”), as amended and restated by that certain agreement dated November 30, 1989 that amends and restates the Original Agreement (the “ Current Agreement ;” and, as so amended and restated, the “ Valera Agreement ”).

(l)         “ Indevus Royalty Payment Date ” means the first business day of each month commencing after the Effective Date.

(m)       “ Intellectual Property ” has the meaning set forth in the first “WHEREAS” clause of this Agreement and includes any Trade Names, Trademarks, Service Marks, logos, slogans, identifying characteristics, proprietary designs, software,

2

Copyrights, Patent Rights, trade dress, proprietary technology, Know-How, marketing rights, formulae, designs and drawings and similar intangible rights, other than the Intellectual Property contributed to the Licensee pursuant to the Assignment and Assumption Agreement.

(n)        “ Joint Venture ” has the meaning set forth in the second “WHEREAS” clause of this Agreement.

(o)         “Know-How” means all formula, technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, specifications, application and other manuals and data of the Licensor relating to the design, manufacture, production, inspection and testing of any Product, which are from time to time in Licensor’s possession but only if Licensor owns such intellectual property or has acquired the rights thereto under a valid agreement that permits Licensor to sublicense or sell such rights.

(q)        “ LLC Agreement ” has the meaning set forth in the third “WHEREAS” clause.

(r)        “ Licensed Rights ” means the Patent Rights, Copyrights, Trademarks, Trade Names, Service Marks, Know-How, proprietary technology and other Intellectual Property licensed or sublicensed by Licensor to Licensee pursuant to this Agreement.

(s)        “ Licensed Oxygen Product ” means any drug, drug delivery system or other product or component part thereof, or other subject matter whose manufacture, use, or sale is covered by any claim or claims included within Licensor’s Patent Rights, proprietary technology and other proprietary rights relating to tissue oxygenation technology licensed to Licensee pursuant to this Agreement.

(t)         “ Licensed Products ” means all products in the Hydron Product Line which are or may be manufactured or marketed using the Licensed Rights and which pursuant to this Agreement, Licensee is entitled to manufacture and sell in accordance with the terms of this Agreement.

(u)        “ Measurement Period ” means each of the twelve-month periods in which Net Sales of Licensed Products are calculated for purposes of determining satisfaction of the Performance Requirements.

(v)         “Net Sales” means the gross amount actually received by Licensee on sales of Licensed Oxygen Products, less: (a) credits or allowances, if any, actually granted; (b) discounts actually allowed; (c) freight, postage and insurance charges and additional special packaging charges; (d) royalty and other payments required under this Agreement in connection with the sub-licensing of licensed in and (e) custom duties, and

3

excise, sales and other taxes or duties imposed upon and paid with respect to such sales (excluding income taxes).

(w)        “Non-Prescription Oxygen Products” means any and all Oxygen Products as to which only cosmetic claims have been made that can be sold without prescription under applicable law and excluding any product as to which a claim is made of medical benefit.

(x)         “Oxygen Products” means any and all products, including without limitation, any drug, drug delivery system or other product or component part thereof, or other subject matter whose manufacture, use, or sale is covered by any claim or claims included within Licensor’s Patent Rights, proprietary technology and other proprietary rights relating to tissue oxygenation technology.

(y)        “ Pass-Through Payments ” means any royalty, fee or cost, or other payment required to be paid by Licensor in connection with the use, manufacture, marketing or sale of any Licensed Right or Licensed Product.

(z)        “ Patent Rights ” means rights in the patents which Licensor owns or controls, and under which Licensor has the right to grant sublicenses, as of the date of this Agreement, which for all purposes of this Agreement shall be deemed to include certificates of invention, applications for certificates of invention and utility models, as well as any continuation, divisional, renewal, reissue, reexamination, and extension of said patent, and any corresponding foreign patents or applications, including but not limited to those Patents and patent applications and set forth on Schedule 1(z) hereto.

(aa)      “ Performance Requirements ” means the achievement of Net Sales of Licensed Products for such periods as specified in Schedule 1(aa) attached hereto. Performance Requirements for Licensed Oxygen Products are independent of Performance Requirements relating to Net Sales of other Licensed Products, except that Net Sales of Licensed Products shall be included in Net Sales in determining satisfaction of Performance Requirements as they pertain to overall Net Sales of Licensed Products. This Agreement shall not be subject to any Performance Requirements for the initial 12-month period commencing on the Effective Date and ending on the first anniversary of the Effective Date.

(bb)       “Prescription Oxygen Products” means any and all Oxygen Products which can be sold only by prescription under applicable law or as to which medical claims or indications are made in connection with the use, marketing or sale of the product.

(cc)       “Products” means any and all products, including any and all Licensed Products, sold or resold by Licensee, whether or not manufactured by Licensee.

(dd)      “ Proprietary Information ” means any proprietary technology, or other proprietary material or information belonging to Licensor or to any third party to which

4

Licensor owes a duty to maintain confidentiality, directly or indirectly placed by Licensor, or by third parties acting as agents of Licensor, into the possession of Licensee which material or information is not generally available to or used by others or the utility or value of which is not generally known Trade Secrets, Know-How, data, formula, process or other information of any type owned, or the rights to which are held by any does not include any information which (i) is available in public or published information in a coherent fashion; (ii) can be demonstrated by written records to already be known to the receiving party at the time of receipt from the disclosing party; (iii) was subsequently legally acquired by the receiving party on a non-confidential basis from a third party having the right to disclose the same without confidentiality or use restrictions; (iv) which is now or later becomes publicly known in a coherent fashion without breach of this Agreement; or (v) was independently developed by the employees or agents of the receiving party without access to the Proprietary Information.

(ee)      “ Royalty Payment ” means a payment equal to the product of (i) the applicable Royalty Rate in effect on a Royalty Payment Date multiplied by (ii) the cumulative Net Sales generated by Licensee from sales of all Licensed Oxygen Products as of the date of determination.

(ff)       “ Royalty Payment Date ” means the first Business Day of each calendar quarter following the date on which sales of Licensed Oxygen Products by Licensee or its sub-licensee shall commence and shall continue for so long as this Agreement remains in effect.

(hh)      “ Service Marks ” means all registered and unregistered marks used in the sale or advertising of services to identify the services so as to distinguish them from the services of others, including, but not limited to, titles, character names and other features as set forth on Schedule 1(gg) hereto.

(jj)       “ Trademarks ” mean all distinctive marks of authenticity through which the products may be distinguished from those of others applicable to vendable commodities (i.e., products held for sale), whether or not registered, as set forth on Schedule 1(ii) hereto.

(kk)      “ Trade Names ” mean any designation which (a) is adopted and used by a person to denominate goods which are marketed or services rendered or a business

5

conducted and (b) through its association with such goods, service or business has acquired a special significance, and generally is applied more to the goodwill of the business than to identify a particular product), whether or not registered, as set forth on Schedule 1(jj) hereto.

(a)        Licensor hereby grants to Licensee a perpetual world-wide exclusive (except as provided herein) transferable (except as provided herein) and sublicensable (except as provided herein) license or sublicense (the “ License ”) to use its Patent Rights and other proprietary rights heretofore used or useful in connection with the product line of the Hydron Business (the “ Hydron Product Line ”) and the right to extend the Hydron Product Line pursuant to the terms and conditions set forth herein, as well as the perpetual exclusive world-wide license to the underlying proprietary technology, tools, and Know-How required or utilized by the Hydron Product Line, but not constituting Prescription Oxygen Products, as specified on Schedule 2(a) hereto, with any current or new applications and in connection with products developed by or on behalf of Licensee and otherwise pursuant to the terms of this Agreement. For purposes of certainty, Licensee may not sublicense any right under this License of if such sublicense would adversely affect the rights granted to Hydron under the Valera Agreement.

(b)        Licensor represents and warrants that: (1) Licensor has the lawful right to grant the License and no consent of, or notice to any party is necessary in order for Licensor to grant the License, (2) Licensor’s rights to the Licensed Rights are valid and in full force and effect, and (3) Licensor has no knowledge of any claim by any party that the Licensed Rights infringe any patent, copyright or other proprietary right of any third party.

(c)        Licensee agrees to use commercially reasonable efforts to protect the Licensed Rights from unauthorized use, reproduction, distribution or publication. Licensee may provide any of its authorized customers with the formula for any of the Hydron Product Line for reasonable compensation, and, subject in the case of any Oxygen Products, to royalties as specified herein, provided such customers agree to be bound by the confidentiality requirements stated herein and that customers agree to use such formulae for their sole use and will not be marketed, resold, or re-licensed except as permitted by this Agreement. Licensee may transfer this Agreement or sublicense the Licensed Property to a parent company or wholly-owned subsidiary upon 30 days written notice to Licensor and provided such parties agree to be bound to the terms and conditions specified herein. Licensee shall oversee and enforce compliance of any agreement in which formulae and other proprietary rights or Licensed Rights are provided or a sub-license created, at no cost to the Licensor.

3.     Grant of Reseller Rights. Licensor hereby grants to Licensee the perpetual exclusive right to distribute Licensed Product Line as an authorized reseller subject to such terms and conditions as may be set forth in a reseller agreement executed at a future date between Licensor

6

and Licensee, the form of which has been approved by both parties, the approval of which shall not be unreasonably withheld by either party.

4.     Customer and Prospect Lists. In connection with the Licensed Product Line and pursuant to the Assignment and Assumption Agreement, Licensor agrees to provide Licensee with copies of its customer data bases, customer mailing lists and advertising and marketing and/or promotional materials, for use in soliciting and servicing purchasers of Products in compliance with applicable law and subject to any restrictions on the use of Proprietary Information set forth in this Agreement, as well as reasonable assistance in transitioning to Licensee the products and services currently provided by Licensor to such customers. Licensor makes no representations or warranties in connection with the value of its customer contacts or other related customer information.

5.           Reservation of Ownership and Other Rights. All rights not specifically granted to Licensee hereunder are reserved by Licensor. Licensor retains title, exclusive ownership rights and all intellectual property rights in and to any and all registrations, renewals or application for registration of the Licensed Rights.

6.           Compensation Payment Terms . In consideration for the granting of the License to Licensee in accordance with the terms and conditions set forth herein, Licensee hereby agrees to the following compensation: