Exhibit
10.2


 


LICENSE
ASSIGNMENT AGREEMENT


 


THIS
LICENSE ASSIGNMENT AGREEMENT (this “Agreement”), is entered into as of March [*], 2022, by and among POINT
OF CARE NANO-TECHNOLOGY, INC., a Nevada corporation (“PCNT”), DRG TRANSFER, INC., a Nevada corporation and wholly
owned subsidiary of PCNT (“DRG”), and Dr. Raouf Guirguis (“Guirguis”).


 


WHEREAS, PCNT
and Guirguis entered into that certain Assignment and Assumption Agreement dated April 15, 2021 (the “Assignment and Assumption
Agreement”), pursuant to which PCNT agreed to establish DRG and transfer of all assets and liabilities of the Corporation to
the Subsidiary; and


 


WHEREAS, the
only asset of PCNT is that certain License Agreement dated February 25, 2015 with respect to certain intellectual property relating to
diagnosing illness in humans by means of a saliva test owned by Lamina Equities Corporation and licensed to PCNT thereunder (the “Original
License”);


 


WHEREAS, PCNT
wishes to assign to DRG, and DRG wishes to assume, effective on the date hereof (the “Effective Date”), all rights,
duties and obligations of PCNT under the Original License.


 


NOW,
THEREFORE, in consideration of the foregoing, the covenants and agreements contained in this Agreement and in the Assignment
and Assumption Agreement, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, PCNT,
DRG, and Guirguis hereby agree as follows:


 


1.
License Assignment. Subject to the terms and conditions of this Agreement, effective on the Effective Date, PCNT hereby transfers
and assigns to DRG all rights, duties, and obligations of PCNT under the Original License (the “Assigned License”),
and DRG agrees to assume such duties and obligations thereunder and be bound to the terms of the Original License with respect thereto.


 


2.
Release. Effective on the Effective Date, DRG, on behalf of itself and its affiliates, successors and assigns hereby forever
releases, acquits and discharges PCNT and its affiliates, shareholders, officers, directors, agents, trustees, beneficiaries, employees,
successors and assigns (the “Released Parties”) of and from any and all claims, acts, damages, demands, rights of
action and causes of action, of any nature whatsoever, with respect to matters occurring from and after the Effective Date, against the
Released Parties arising from or in connection with the Assigned License or any of the transactions or matters contemplated thereby.


 


3.
Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada excluding any
choice of law rules which may direct the application of the law of another state.


 


4.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all
of which together shall constitute a single instrument.


 


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IN
WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this License Assignment and Consent Agreement as of
the date first above written.


 


	 	 
	PCNT:
	 	 
	POINT OF CARE NANO-TECHNOLOGY, INC.
	 	 
	By:	/s/ Nicholas DeVito
	Name:	Nicholas DeVito
	Title:	Chief Executive Officer
	 	 
	DRG:
	 	 
	DRG TRANSFER, INC.
	 	 
	By:	/s/ Nicholas DeVito
	Name:	Nicholas DeVito
	Title:	Chief Executive Officer
	 	 
	GUIRGUIS:
	 	 
	By:	/s/ Dr. Raouf Guirguis
	Name:	Dr. Raouf Guirguis