PATENT LICENSE AGREEMENT

Exhibit 10.8

EXHIBIT A

PATENT LICENSE AGREEMENT

     THIS PATENT LICENSE AGREEMENT (“Agreement”) is entered into and effective this                      day of                      , 1999, by and between Sutura, Inc., & Delaware corporation having a place of business at 17080 Newhope Street, Fountain Valley, California 92708 (“LICENSOR.”) and Sterilis, Inc., a California corporation also having a place of business at 17080 Newhope Street, Fountain Valley, California 92708 (“LICENSEE”).

RECITALS

        A. LICENSOR is the owner of certain Licensed Patents (defined below) relating to suturing devices,

        B. LICENSEE desires to obtain an exclusive, worldwide license to manufacture and sell Such devices in LICENSEE’s Field of Use (as defined below), and LICENSOR is willing to grant such a license to LICENSEE.

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

        For purposes of this Agreement, the following terms shall have the meanings set forth below:

        A. “Licensed Patents” shall mean the patents and patent applications listed in Exhibit A, including all divisions, continuations and continuation-in-part thereof, all patent applications claiming priority therefrom, and all patents\ which may be granted thereon, all rights of priority, and all reissues, re-examinations, and extensions thereof.

        B. “LICENSEE’s Field of Use” shall mean the obstetrical and/or gynecological field or market.

        C. “Licensed Products” shall mean [illegible] devices covered by one or more claims of the Licensed Patents.

        A. LICENSOR hereby grants to LICENSEE, and LICENSEE accepts an exclusive, worldwide License under the licensed Patents to (a) make, have made, and import Licensed Products, and (b) use and sell (or otherwise dispose of) Licenced Products solely within LICENSEE’s Field of Use.

        B. LICENSEE shall have the right to sublicense any of the rights provided to LICENSEE by the terms of the Agreement.

        As monotary consideration for the license granted herein, LICENSEE shall pay to LICENSOR a nonrefundable license fee of Two Hundred Fifty Thousand Dollars (3250,000) upon execution of this Agreement.

        A. LICENSEE acknowledges that LICENSOR is the sole owner of the Licensed Patents, and LICENSEE agrees that it does not obtain any interest in the licensed Patents except for the rights granted herein.

        B. LICENSEE agrees not to take any action challenging or opposing, on any grounds whatsoever, the ownership by LICENSOR of the Licensed Patents, or LICENSOR’s Intellectual property rights therein. Furthermore, LICENSEE agrees not to contest the validity or enforceability, or assist to request any third party to contest the validity or enforceability of any of the licensed Patents, to the extent and in jurisdictions where permitted by law, in any judicial, governmental, or quasi-governmental suit or proceeding; and not to request reexamination, or assist or request any third party to request reexamination of any of the Licensed Patents, to the extent and in jurisdictions where permitted by law.

        Unless sooner canceled or terminated as provided herein, the license granted herein shall terminate on the expiration date of the last expiring of the Licensed Patents.

        A. If any breach or default in respect of any of the terms of this Agreement by either of the parties hereto shall occur, the other of said parties shall have the right to provide written notice specifying in detail the nature of the breach or default and if said alleged breach or default has, in fact, occurred and is not cured within sixty (60) days from the date of mailing of the written notice [illegible] the other of said parties shall have the right to terminate this Agreement upon giving an additional fifteen (15) days notice to the defaulting party of its intent to terminate, and this Agreement shall terminate at the end of such notice.

        B. For purposes of this Agreement, an event of default shall occur If (1) LICENSEE or LICENSOR fails to perform any of their respective obligations hereunder, or (2) LICENSEE becomes insolvent, or in financial difficulty, or the business of LICENSEE is placed in the hands of a receiver or trustee, or an assignment is made for the benefit of creditors of LICENSEE, if permitted by law.

        C. Certain provisions of this Agreement necessary to carry out the intent of the parties, including, without limitation, Sections IV, VII, IX, XII, and XIII shall survive the termination or expiration of this Agreement.

        Upon any termination of this Agreement, LICENSEE shall: (1) Immediately cease manufacturing and selling all Licensed Products; and (2) make no further use of any of LICENSOR’s rights conferred in LICENSEE by this Agreement.

&nbs