AMENDMENT OF AGREEMENT ( “AMENDMENT”)

AMENDMENT OF AGREEMENT ( “AMENDMENT”)

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EXHIBIT 10.1

Whereas:

On December 16, 2019 ▇▇▇▇▇▇ Therapeutics, Inc. (“▇▇▇▇▇▇”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) the text of which is included as Exhibit A

Whereas:

No actions were taken by either of ▇▇▇▇▇▇, KCL or Regen to return 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired by ▇▇▇▇▇▇ through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to ▇▇▇▇▇▇.

Whereas:

Neither ▇▇▇▇▇▇, KCL or Regen wish for the Conversion Shares to be returned

All of ▇▇▇▇▇▇, KCL and Regen agree that the Agreement shall be amended retroactive to the effective date of the

THEREFORE THE AGREEMENT IS AMENDED AS FOLLOWS:

(1)

All of ▇▇▇▇▇▇, KCL and Regen agree that Sections 1, 2, 3,4,5, and6 of the Agreement shall be terminated retroactive to the effective date of the Agreement

(2)

All of ▇▇▇▇▇▇, KCL and Regen agree that Paragraph A below shall constitute the sole terms and conditions of the Agreement effective retroactively to the effective date of the Agreement

PARAGRAPH A:

As of December 16, 2019 all principal and accrued interest payable by Regen to ▇▇▇▇▇▇ resulting from Promissory Notes issued by Regen to ▇▇▇▇▇▇ shall be credited towards amounts due by ▇▇▇▇▇▇ pursuant to that agreement, as amended, entered into by and between ▇▇▇▇▇▇ and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to ▇▇▇▇▇▇ an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and ▇▇▇▇▇▇ on December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto

(3)

a) ▇▇▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Amendment without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.

(b) The execution, delivery and performance of this Amendment by ▇▇▇▇▇▇ does not and shall not constitute ▇▇▇▇▇▇’▇ breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which ▇▇▇▇▇▇ is a party, or by which ▇▇▇▇▇▇ is or may be bound.

Regen and KCL jointly and severally represent to ▇▇▇▇▇▇:

a) Both of Regen and KCL are corporations duly organized, validly existing and in good standing under the laws of the state of their respective incorporation and each has the requisite corporate power and authority to enter into and perform its obligations under this Amendment without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.

(b) The execution, delivery and performance of this Amendment by either Regen or KCL ▇▇▇▇▇▇ does not and shall not constitute either Regen or KCL’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which either Regen or KCL is a party, or by which either Regen or KCL is or may be bound.

(3) This Amendment constitutes a final written expression of all the terms of the Amendment between the parties hereto regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Amendments, understandings, and representations between the parties hereto. This Amendment may be altered or modified only in writing signed by the Parties hereto

(4) All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Amendment, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

IN WITNESS WHEREOF, the parties have hereunto executed this Amendment on the 15th day of April, 2021.

Regen BioPharma, Inc.:

Signature:

By: /s/▇▇▇▇▇ ▇▇▇▇

Its: CEO

Signature and Date: April 15, 2021

KCL Therapeutics, Inc.

Signature:

By: /s/▇▇▇▇▇ ▇▇▇▇

Its: CEO

Signature and Date: April 15, 2021

▇▇▇▇▇▇ Therapeutics, Inc.

Signature:

By: /s/▇▇▇▇▇ ▇▇▇▇

Its: CEO

Signature and Date: April 15, 2021

Exhibit A

Agreement by and between ▇▇▇▇▇▇ Therapeutics, Inc. (“▇▇▇▇▇▇”), KCL Therapeutics, Inc. (“KCL”) and Regen BioPharma, Inc. (“Regen”) as of December 16, 2019. For purposes of this Agreement Regen and KCL may be also referred to singularly or collectively as “Licensor”. For purposes of this Agreement Regen, KCL and ▇▇▇▇▇▇ may be collectively referred to as the “Parties” or individually as a “Party”. The effective date of this Agreement is December 16, 2019.

WHEREAS:

On June 23, 2015 ▇▇▇▇▇▇ and Regen have entered into an agreement, as amended(“License Agreement”) whereby Regen granted to ▇▇▇▇▇▇ an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years.

On December 17, 2018 Regen, KCL and ▇▇▇▇▇▇ entered into a License Assignment And Consent agreement whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto. KCL is a wholly owned subsidiary of Regen and Regen acknowledges that Regen will benefit from any payments made to KCL.

Pursuant to the License Agreement, ▇▇▇▇▇▇ is obligated to pay Licensor an annual non-refundable payment of one hundred thousand US dollars ($100,000) on each anniversary of the effective date of the License Agreement and ▇▇▇▇▇▇ is obligated to pay Licensor minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the effective date of the License Agreement. Collectively, minimum annual payments due by ▇▇▇▇▇▇ to the Licensor pursuant to the License Agreement equal $110,000 USD per annum (“License Agreement Payments”).

As of the date of this Agreement, ▇▇▇▇▇▇ has failed to pay $42,000 USD of the License Agreement Payments due and payable by June 2019.

On September 30, 2018 Regen issued a convertible promissory note in the principal amount of $350,000 USD (“Convertible Note”) to ▇▇▇▇▇▇ for cash payments paid by ▇▇▇▇▇▇ to Regen equaling $350,000 USD. A onetime interest charge of 10% of the principal amount shall be applied to the principal amount of the Convertible Note (“Convertible Note One Time Charge”). On June 27, 2019 ▇▇▇▇▇▇ converted $340,000 of the principal amount of the Convertible Note into 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”).

As of the date of this Agreement, exclusive of amounts due to ▇▇▇▇▇▇ pursuant to the Convertible Note, ▇▇▇▇▇▇ is owed by Regen the principal amount of $75,900 USD resulting from Notes Payable issued by Regen to ▇▇▇▇▇▇ (“Regen Notes”) and ▇▇▇▇▇▇ is owed $4,328 USD resulting from interest accrued but unpaid on the Regen Notes (“Accrued Interest”).

THEREFORE, IT IS AGREED AS FOLLOWS:

On or before December 20, 2019 ▇▇▇▇▇▇ shall return the Conversion Shares to Regen for cancellation (“Rescission”) and upon Rescission the parties agree that the original principal balance of the Convertible Note of $350,000 USD shall become a liability of Regen to ▇▇▇▇▇▇. Rescission shall be deemed to have occurred upon the date of submission to Regen by ▇▇▇▇▇▇ of the Conversion Shares along with written instructions by ▇▇▇▇▇▇ directing Regen and/or Regen’s Transfer Agent to cancel the Conversion Shares (“Return Date”). Subsequent to the Rescission the principal Balance of $350,000 USD shall no longer be convertible into equity securities of Regen and shall be applied to Annual License Agreement Payments in accordance with Section 3 of this Agreement.

As of a result of the Rescission, as of the Return Date Regen shall owe ▇▇▇▇▇▇ the aggregate amount of $465,228 (“Aggregate Debt”) consisting of the following:

The Aggregate Debt shall be applied to Annual License Agreement Payments as follows :

Application of portions of the Aggregate Debt towards the satisfaction of Annual License Agreement Payments that have not yet come due shall be considered by the Parties to be prepayment of such Annual License Agreement Payments and shall bear no interest from the effective date of this Agreement except in accordance with Section 5 of this Agreement.

In the event that for any reason other than as a result of deliberate action by either of:

(a)

Regen

(b)

a subsidiary ( wholly or partially owned) of Regen

(c)

an agent of Regen

(d)

KCL

(e)

a subsidiary ( wholly or partially owned) of KCL

(f)

an agent of KCL

▇▇▇▇▇▇’▇ rights or privileges pursuant to the License Agreement are diminished or impaired then, upon written demand by ▇▇▇▇▇▇, Regen and KCL shall become jointly and severally liable to ▇▇▇▇▇▇ for an amount in cash equal to that portion of the Aggregate Debt which constitutes prepayments of License Agreement Payments which have not yet become due. Payment pursuant to this Section 4 shall be made within ten days of written demand by ▇▇▇▇▇▇.

In the event that as a result of deliberate action by either of:

(a)

Regen

(b)

a subsidiary ( wholly or partially owned) of Regen

(c)

an agent of Regen

(d)

KCL

(e)

a subsidiary ( wholly or partially owned) of KCL

(f)

an agent of KCL

(a)

the total Aggregate Debt of $465,228USD

(b)

simple interest on the Aggregate Debt of 10% per annum to be calculated from the effective date of this Agreement to the date of actual payment pursuant to this Section 5

(c)

a penalty payment of $ $150,000 USD.

Payment pursuant to this Section 5 shall be made within ten days of written demand by ▇▇▇▇▇▇.

If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the Parties hereto shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to affect the original intent of the Parties.

▇▇▇▇▇▇ represents to Regen and KCL that:

a) ▇▇▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.

(b) The execution, delivery and performance of this Agreement by ▇▇▇▇▇▇ does not and shall not constitute ▇▇▇▇▇▇’▇ breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which ▇▇▇▇▇▇ is a party, or by which ▇▇▇▇▇▇ is or may be bound.

Regen and KCL jointly and severally represent to ▇▇▇▇▇▇:

a) Both of Regen and KCL are corporations duly organized, validly existing and in good standing under the laws of the state of their respective incorporation and each has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.

(b) The execution, delivery and performance of this Agreement by either Regen or KCL ▇▇▇▇▇▇ does not and shall not constitute either Regen or KCL’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which either Regen or KCL is a party, or by which either Regen or KCL is or may be bound.

This Agreement constitutes a final written expression of all the terms of the Agreement between the Parties hereto regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the Parties hereto. This Agreement may be altered or modified only in writing signed by the Parties hereto.

10.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 16th day of December, 2019.

Regen BioPharma, Inc.:	▇▇▇▇▇▇ Therapeutics, Inc.
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇	Signature: /s/ ▇▇▇▇▇ ▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇
Its: Chairman & CEO	Its: Chairman & CEO
Signature and Date: December 16, 2019	Signature and Date: December 16, 2019
KCL Therapeutics, Inc.
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇
Its: Chairman & CEO
Signature and Date: December 16, 2019

Principal Balance of Convertible Note

$ 350,000 USD

Convertible Note One Time Charge

$ 35,000 USD

Regen Notes

$ 75,900 USD

Accrued Interest

$ 4,328 USD

$465,228 USD