Exhibit 10.2

PATENT ASSIGNMENT AGREEMENT

This PATE T ASSIGNMENT AGREEMENT (this “Assignment”), dated as of May 17,202l (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company ( “FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “ “ and collectively as the “Parties.”

RECITALS

WHEREAS, SpinalCyte is the owner of all right, title and interest in and to the Patents (as defined below);

WHEREAS, Fibrobiologics is a wholly owned subsidiary of SpinalCyte, and SpinalCyte wishes to sell and transfer all right, title and interest in the Patents to FibroBiologics for further development of the patented technology as well as securing and maintaining related patent rights;

WHEREAS, FibroBiologics wishes to purchase and receive from SpinalCyte all right, title and interest in the Patents from SpinalCyte; and

WHEREAS, in consideration of this assignment, the parties have separately agreed to a cross license of patents.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Patents. “Patents” means the United States patents and patent applications listed on Exhibit A hereto, all reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, provisionals and divisions of such patents granted in the United States, and any United States or foreign patents or patent applications that claim priority to any of the foregoing, whether or not listed on Exhibit A.

2. Assignment. SpinalCyte hereby irrevocably transfers and assigns to FibroBiologics, and FibroBiologics hereby accepts, all right, title and interest in and to the Patents, free and clear of any and all debts, liens, encumbrances, obligations and liabilities of any kind, and all income, royalties, damages, claims, and payments now or hereafter due or payable with respect to the Patents; all causes of action for past, present, or future infringement based upon, relating to, or arising out of any of the Patents; the right to claim priority to all patents and applications (throughout the world) of any kind that claim priority to or otherwise issue from any of the Patent(s); and all rights corresponding to the Patents throughout the world.

3. Representations and Warranties; Disclaimer of Warranties. SpinalCyte hereby represents, warrants and covenants that (a) SpinalCyte has the right, and full power and authority, on behalf of SpinalCyte to make the assignments as well as the representation, warranties and covenants made herein; (b) SpinalCyte has not executed nor will it execute any agreement in conflict herewith; and (c) SpinalCyte will not challenge or dispute the ownership, validity or enforceability of the Patents either directly or indirectly, nor allow any person or entity under SpinalCyte control to do so. SpinalCyte ASSIGNS THE PATENTS TO FibroBiologics “AS IS” AND MAKES NO WARRA TIES OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION TO THE PATENTS. WITHOUT LIMITING THE FOREGOING, SpinalCyte DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

4. Further Assurances. SpinalCyte agrees to execute and deliver or cause to be executed and delivered to FibroBiologics, at FibroBiologics’ expense (but without further compensation to SpinalCyte), such further instruments of transfer and conveyance, to execute and deliver or cause to be executed and delivered all applications and all divisional, continuing and reissue applications, to execute and deliver or cause to be executed and delivered all renewals, to make or cause to be made all rightful oaths, and to take or cause to be taken such other actions as may reasonably request to carry out the transfer of the Patents conveyed herein. SpinalCyte will, and will cause persons under its control to, communicate to FibroBiologics, its successors, legal representatives and assigns, any facts known to them respecting the Patents, testify in any legal proceeding, and generally do everything reasonably possible to aid FibroBiologics, its successors, legal representatives and assigns, to obtain and enforce and protect the Patents in all countries, provided only that FibroBiologics shall pay, or reimburse SpinalCyte for, all reasonable out of pocket expenses incurred by SpinalCyte incident to the performance of its obligations under this paragraph.

5. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws and regulations of Texas, U.S.A., excluding any conflict of laws rule that would result in the application of the laws of another jurisdiction.

6. Headings. Headings of the various articles and sections, where used herein, are merely present for convenience and shall not be used in construing this Agreement.

7. Entire Agreement. This Agreement and any Appendices attached hereto constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any prior agreement, understanding or arrangement between the Pa11ies, whether oral or in writing, with respect to the subject matter hereof. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement.

8. Modifications. This Agreement may not be modified or amended unless such modification or an1endment is made in writing and is signed by the Pat1ies.

9. No Waiver. Failure of either Party to enforce or exercise, at any time or for any period, any term of this Agreement, does not constitute, and shall not be construed as, a waiver of such term and shall not affect the right later to enforce such tem1 or any other term herein contained.

10. Severability. If any provision of this Agreement should be void or held illegal or unenforceable, the other provisions shall not be affected and the Parties will replace any provision held void, illegal or unenforceable with provisions which will achieve as far as possible the intention or results sought to be achieved by the void provisions.

11. Counterparts. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

12. Signatures. Facsimile signatures (including pdf signatures) transmitted by the Parties hereto shall be deemed as effective as original signatures on this Agreement.

[Signature Page Attached]

IN WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed by their respective duly authorized officers as of Effective Date.

[Signature Page to Patent Assignment Agreement]

Schedule A

Patents and Patent Applications