EXHIBIT 10.32 TECHNOLOGY LICENSE AGREEMENT BETWEEN SHRINERS HOSPITALS FOR CHILDREN and UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION As Licensors

EXHIBIT 10.32

TECHNOLOGY LICENSE AGREEMENT

BETWEEN

SHRINERS HOSPITALS FOR CHILDREN

and

UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION

As Licensors

AND

MIMEDX, INC.

As Licensee

This Technology License Agreement (this “License Agreement”) is made effective as of the 29th day of January, 2007 (the “Effective Date”), by and between SHRINERS HOSPITALS FOR CHILDREN, a Florida corporation and UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 607 Florida Statutes, and a direct support organization of the University of South Florida (“University”) pursuant to section 1004.28 Florida Statutes (hereinafter referred to as “RESEARCH FOUNDATION”) (jointly and severally, “Licensor”), and MIMEDX, INC, a Florida corporation (the “Licensee”).

RECITALS:

A. Licensor owns or has rights in and to certain technology, including the nordihydroguaratic acid and/or polymer-enhanced collagen processes, compositions and products and/or other biocompatible materials and devices arising from research and work performed or directed by, or with help from, Dr. Thomas Koob (“Dr. Koob”) or his laboratory while he was affiliated with Licensor, as will be further defined below in the definition of “Licensed. Technology.”

B. Licensor desires to grant Licensee, and Licensee desires to receive from Licensor, an. exclusive perpetual worldwide license to the Licensed Technology to manufacture, have manufactured, market, use, offer to sell and sell, Licensed Products pursuant to the terms and conditions herein set forth.

Section 1. Definitions .

1.1 “Affiliate” means, with respect to any Person, a Person who controls, is controlled by, or is under common control with, such Person. For purposes of the definition of “Affiliate,” control means the ability to vote or control the vote of more than 50% of the voting securities of such Person.

1.2 “Background Technology” means all inventions, innovations, trade secrets, patents, patent applications. Know How, materials and other Intellectual Property that is now as of the Effective Date of this Agreement, owned or co-owned by Licensor or that Licensor licensed or otherwise has any rights directly related to the Patents or development of products or processes utilizing or related to the Licensed Technology. A list of Background Technology is attached as Schedule 5.2.

1.3 “Confidential Information” means all confidential information comprised in relating to or arising out of, the Background Technology, Know-How, Improvements, or other intellectual Property, that is proprietary to Licensor or licensed to Licensor by any Person and that is not generally known to the public.

1.4 “Cure Period” has the meaning set forth in Section 4.2.

1.5 “Effective Date” means the effective date of this License Agreement, as set out above.

1.6 “FDA” means the United States Food and Drug Administration.

1.7 “Improvements” means any enhancements, additions, modifications, supplements or improvements to processes or products including all or any of the Licensed Technology, which are: (1) presently in development or hereafter developed by either Licensor; (2) which are not subject to any contrary funding restriction; and (3) which are made by any person employed by Licensor who is identified as an inventor or reporting to an inventor or subordinate to an inventor under patents existing or arising from Sections 1.12 b, e, d, and e of the Licensed Technology which invention is dominated by any claim under patents existing or arising from Sections 1.12 b, e, d, and e of the Licensed Technology such that it cannot be practiced without infringing on a valid claim in the Licensed Technology.

1.8 “Intellectual Property” means any and all of the following: inventions, innovations, discoveries, patents and utility models and applications therefore existing now and all reissues, divisions, re-examinations, renewals, extensions; provisionals, continuations and continuations-in-part thereof and equivalent or similar rights anywhere in the world in the existing inventions and discoveries. Intellectual Property shall also include all Background Technology, Know-How, Improvements, Confidential Information, all copyrights, copyright registrations and applications therefore and all other rights corresponding thereto throughout the world, and all other intellectual property and proprietary rights whatsoever, pertaining to any of them, whether patentable or nonpatentable. Intellectual Property includes all documentation, engineering, scientific and practical information and formulas, Models, prototypes, research data, design, and manufacturing procedures, techniques, raw material data, specifications and expertise, in any such use, now or hereafter existing and related directly to, the foregoing made by any person employed by Licensor who is identified as an inventor or reporting to an inventor or subordinate to an inventor under the patents existing or arising from Sections:1.12 h, c, d, and c of the Licensed Technology which is dominated by any claim under patents existing or arising from Sections 1.12 b, c, d, and e of the Licensed Technology such that it cannot be practiced without infringing on a valid claim in the Licensed Technology Any required technology transfer of Intellectual Property including Patents, Background, Know How, Improvements and

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Confidential Information shall be at the additional expense of the Licensee. Notwithstanding the foregoing, Intellectual Property expressly excludes new patentable or copyrightable inventions arising after the Effective Date of the License Agreement not included within the definition of Improvements.

1.9 “Know-How” means technical and other information or knowledge made by any person employed by Licensor who is identified as an inventor or reporting to an inventor or subordinate to an inventor under the patents existing or arising from Sections 1.12 b, c, d, and a of the Licensed Technology, which Know-How is dominated by any claim under the patents existing or arising from Sections 1.12 b, c, d, and e of the Licensed Technology such that it cannot be practiced without infringing on a valid claim in the Licensed Technology, and which Know-How is created prior to or after the Effective Date of this Agreement which is not in the public domain including all trade secrets, information and knowledge comprising or relating to concepts, non patentable discoveries, data, designs, formulae, methods, models, assays, research plans, procedures, designs for experiments and tests and results of experimentation and testing (including results of research or development) processes (including manufacturing processes, specifications and techniques), laboratory records, chemical, clinical, analytical and quality data, trial data, case report forms, data analyses, reports, manufacturing data, or summaries and information contained in submissions to and information from regulatory authorities, and includes any rights including copyright, database or design rights protecting any of the foregoing. The fact that an item is known to the public shall not be taken to exclude the possibility that a compilation including the item, or a development relating to the item, is or remains not known to the public. Notwithstanding the foregoing, Know-How expressly excludes new patentable or copyrightable inventions arising after the Effective Date of the License Agreement not included within the definition of Improvements.

1.10 “License Agreement” means this Technology License Agreement, as may be amended from time to time.

1.11 “Licensed Product” means any medical device or product that is covered by or made by a process covered by a valid claim in an unexpired enforceable Patent in the Intellectual Property. If a Licensed Product is covered by at least one claim in a pending published patent application at a time of commercial sale, and that claim subsequently issues in a Patent substantially as published such that it is subject to provisional royalties under 35 U.S.C. 154(d), then, except that no double royalty shall be due if the Licensed Product is covered by more than one Patent, royalties that would have been due had the pending application been an issued Patent, shall be due retroactively at issuance.

1.12 “Licensed Technology” means, individually and collectively, the Intellectual Property, as defined above, relating to any of the items listed below:

(a) all existing patent applications and patents associated with technology related to nordihydroguaratic acid (“NDGA”) coatings, devices, scaffolds, substrates, or other materials and/or polymer treated collagen material for medical devices, implants, prosthesis and/or constructs and methods for making same;

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(b) U.S. Patent Nos. 6,565,960 and 6,821,530, including any reexaminations, reissues and extensions thereof;

(c) U.S. Provisional Application Serial No 60/805,494, filed 6/22/06, entitled NDGA-REINFORCED COLLAGEN SCAFFOLD, co-owned with the University of South Florida;

(d) The following existing Records of Medical Inventions submitted to Licensor naming Dr. Koob as an inventor or a PI (Principle Investigator):

(1) Bioprosthesis for Replacement or Augmentation of Tendons and Ligaments;

(2) Biocompatible Drug Delivery Vehicle Composed of NIXIA Polymerized Collagen Fibers, related to the provisional identified under (c) above;

(3) Manufacturing Method for high strength NDGA polymerized collagen fibers as also described in Provisional Application Serial No 60/883A08, tiled 1/4/07;

(4) Extension of “Manufacturing method for high strength NDGA polymerized collagen fillers” (Shriners Ref No MR 0616, MR - 0479)) as also described in U.S. Provisional Application Serial No. 60/883,408, filed 1/4/07;

(5) Braided NDGA-collagen ribbons for ligament repair (Shriners Ref No. MR-0674) as also described in U.S. Provisional Application Serial No. 60/882,065, filed 12/27/06; and

(6) BioRivets of NDGA-collagen fibers (Shriners Ref No. MR-0675);

(e) Corneal replacement technology, which is the subject of a grant application under review by the National Institute of Health (“NW”), which lists Dr. Koob as a Co-Principal Investigator for which the University of South Florida (“USF”) has filed a U.S. Provisional. Application Serial No. 60/767,234 on 3/13/06, with Thomas 3. Koob, Ph.D, (“Dr. Koob”) as a co-inventor;

(f) all other Intellectual Property, including without limitation, Background Technology, Know-How, and Improvements relating to any of the foregoing; and

(g) all future U.S. and foreign patent applications filed for and/or patents issuing for any of the above.

1.13 “Licensee Indemnitees” has the meaning set forth in Section 6.1.

1.14 “Licensor Indemnitees” has the meaning set forth in Section 6.2.

1.15 “Losses” has the meaning set forth in Section 6.1.

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1.16 “Net Sales” means the gross revenue actually received for the sale of licensed Products by Licensee and its sublicensees during a relevant period of time; excluding (i) sales, use occupation or excise tax directly imposed and with reference to particular sales, (ii) duties or other governmental charges directly imposed and with reference to particular sales, (iii) prepaid or allowed freight (to the extent included in the amount billed the third party customer), postage, duty or insurance included therein, (iv) returns, discounts, rebates, and discounts actually allowed, refunds, credits or repayments due to rejections, defects or returns, and net of amounts previously included in Net Sales that were written-off during such period as collectible. Licensor is due one royalty as defined in this License Agreement on the sales of the same Licensed Products whether paid directly by the Licensee or by a sublicensee. No deductions shall be made for commissions paid to individuals whether they are with independent sales agencies or regularly employed by LICENSEE and on its payroll, or for cost of collections. If the Licensed Product., is commercially used by, sold or leased to any Person for a consideration other than money, Net Sales shall be the gross selling price of comparable Licensed Products sold in arm’s length transactions by Licensee or, if no sales or leases of comparable Licensed Products have been made, then the fair market value thereof except that this latter provision shall apply only to commercial use and shall not apply to Licensed Products transferred, conveyed or otherwise used by third parties for research, development and/or clinical trials performed on behalf of or for Licensee. Licenses or assignments hereof to an Affiliate of Licensee who is not an end user shall not be included in Net Sales.

1.17 “New Patent(s)” means any patent(s) issuing from patent applications filed after the Effective date of this License Agreement for any of the record of invention disclosures and/or provisional applications enumerated in the definition of “Licensed Technology” or any Improvements developed by or for Licensor whether wholly or partially owned by Licensor or co-owned with Licensee. The Parties shall fully cooperate with each other with regard to such application and prosecution of the New Patents. The term “Co-owned Patent” means a patent(s) owned by and/or assigned to either or both of the University of South Florida and the Licensor and Licensee (or a successor in interest of any of them) based on the laws of inventorship and ownership.

1.18 “Parties” means Licensor and Licensee, and “Party” means either one of them.

1.19 “Patent” or “Patents” means, individually, in combination, or collectively, as the ease may be: (a) U.S. Patent Nos. 6,565,960 and 6,821, 530; (b) any future patent claiming priority to one or more of the pending applications listed at 1,12, including:

(a) Method of Manufacturing High-Strength NDGA Collagen Fibers, 60/883,408, filed 1/4/07;

(b) Braided NDGA-Collagen Fibers, 60/882,065, filed 12/27/06;

(c) NDGA Reinforced Collagen Scaffold, 601805,495 filed 6/22/06; and

(d) Corneal Replacement, 60/767,234 files 3/13106;

(c) any future patent issuing claiming subject matter described in any record of invention listed at 1.12; and (d) any other New Patent.

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1.20 “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a government agency,

1.21 “Rules” has the meaning set forth in Section 8.6.

1.22 “Third Party” means any Person, firm or entity other than the Parties.

Section 2. Licenses .

2.1 Licensor hereby grants to Licensee an exclusive, perpetual as to Know How except as terminable under Section 4.2 below and terminable as to Patents as stated in Section 4.1 below, and fully-paid, except with respect to sublicenses and royalties and any other conditions of this License Agreement, license, with unlimited right to sublicense, in and to the Licensed Technology: (i) to practice and use the Licensed. Technology anywhere in the world; (ii) to use manufacture, have manufactured, market, offer for sale and sell Licensed Products anywhere in the world; and (iii) to export from and import into the United States, Licensed Products (the “License”), The License hereby granted covers all applications, uses, activities, products, devices and processes whatsoever without limitation. This License shall automatically apply to any future patent applications, patents, divisions, reissues, provisionals, continuations, continuations-in-part, renewals and extensions thereof by Licensor in the United States and elsewhere that are included in the Licensed Technology. Licensor reserves for itself, The University of South Florida, and the inventors the right to practice under the Licensed Technology for noncommercial research and education purposes, including research for non-profit or governmental sponsors. Except as provided in the preceding sentence, Licensor shall not itself, nor shall it directly or indirectly assist or consent to any Third Party, to manufacture, have manufactured, market, offer for sale or sell Licensed Products or otherwise practice and use the Licensed. Technology in any commercial manner anywhere in the world, and Licensor shall (to the extent known to Licensor and within Licensor’s control) expressly prohibit any Third Party from so doing, unless and only to the extent that such Third Party purchases such Licensed Products from Licensee for the express purposes of so doing.

2.2 Licensor shall disclose to Licensee on a continuing and regular basis (but no less frequently than semiannually), all Know-How and Improvements in the Licensed Technology developed or acquired by or for Licensor after the Effective Date.

Section 3. Consideration . In consideration of the License and other rights granted hereby, Licensee shall pay or provide Licensor the following:

3.1 License Fee . Licensee has prior to the Effective Date paid to Licensor an upfront, one-time license fee of $100,000, receipt of all of which is hereby acknowledged by licensor.

3.2 Milestone Payment . Within thirty (30) days after the receipt by Licensee of the approval of the FDA allowing the sale of the first Licensed Product, Licensee will pay to Licensor a one-time milestone payment of $200,000, by check or wire transfer of immediately available funds to an account designated by Licensor in writing.

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3.3 Equity Interest . Upon the execution and delivery of this: License Agreement, Licensee shall issue to Licensor such number of shares of common stock of Licensee constituting eight percent (8%) of the issued and outstanding equity interest in Licensee, pursuant to a subscription agreement to be executed and delivered by Licensor to Licensee. The subscription agreement shall provide, among other things, that Licensor’s percentage interest in Licensee shall not be diluted prior to such time as Licensee has raised $5,000,000 in equity capital. Thereafter, Licensor’s equity interest shall be subject to proportional dilution.

3.4 Royalty . Licensee shall pay to Licensor a. quarterly royalty payment equal to three percent (3%) of the Net Sales for the preceding quarter after the first commercial sale of the Licensed Products. Licensee shall pay a reduced royalty of one and one half percent (1.5%) for Licensed Products covered by a Co-owned Patent which is invented a) more than one year after the Effective Date of this License Agreement and b) where the invention claimed was invented. at Licensee’s physical facilities or at the physical facilities of a third party under contract with Licensee, where such third party is not the Licensors, the University, or utilizing Licensor’s or University employees, students, or support. in the event a Licensed Product is covered by more than one Patent, the highest royalty rate under this Section 3.4 shall apply. Within thirty (30) days after the end of each calendar quarter, Licensee shall provide Licensor with a written report indicating the amount of the Net Sales for the preceding cal