AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. Dated December 15, 2017

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND XXXXXX THERAPEUTICS, INC.

Dated December 15, 2017

WHEREAS, REGEN BIOPHARMA, INC. (“REGEN”) AND XXXXXX THERAPEUTICS, INC. (“XXXXXX”) ARE PARTIES TO THAT AGREEMENT DATED JUNE 23, 2015 WITH XXXXXX WHEREBY REGEN GRANTED TO XXXXXX AN EXCLUSIVE WORLDWIDE RIGHT AND LICENSE FOR THE DEVELOPMENT AND COMMERCIALIZATION OF ANY AND ALL INTELLECTUAL PROPERTY CONTROLLED BY REGEN (“LICENSE AGREEMENT”).

WHEREAS IT HAS BEEN DETERMINED THAT XXXXXX HAS NO DESIRE TO DEVELOP AND COMMERCIALIZE CERTAIN INTELLECTUAL PROPERTY CONTROLLED BY REGEN.

THEREFORE IT IS AGREED AS FOLLOWS:

EXHIBIT A OF THE LICENSE AGREEMENT SHALL BE AND READ:

Exhibit A

Any and all intellectual property controlled by Regen Biopharma, Inc. exclusive of trademarks and also exclusive of (a)that intellectual property for which a license has been granted to Regen Biopharma, Inc. by Benitec Australia Limited on Xxxxxx 0, 0000, (x) US Patent #8389708, and (c) US Patent #8263571

EACH PARTY HEREBY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTION. EACH PARTY HAS THE FULL RIGHT AND POWER TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH HAS DULY AUTHORIZED, EXECUTED AND DELIVERED THIS AGREEMENT WHICH IS BINDING UPON, AND ENFORCEABLE AGAINST, EACH PARTY IN ACCORDANCE WITH ITS TERMS. TO THE BEST KNOWLEDGE OF EACH PARTY THERE IS NO ACTION AT LAW OR IN EQUITY, NO ARBITRATION PROCEEDING AND NO ACTION, PROCEEDING, COMPLAINT OR INVESTIGATION BEFORE OR BY ANY FEDERAL, FOREIGN, STATE OR LOCAL GOVERNMENT OR REGULATORY COMMISSION, AGENCY OR OTHER ADMINISTRATIVE OR REGULATORY BODY OR AUTHORITY PENDING OR THREATENED AGAINST OR AFFECTING EITHER PARTY ITS OFFICERS, DIRECTORS, BUSINESS OR AFFAIRS THAT WILL AFFECT THE SET OVER OF THE ASSIGNED PATENT AND THE EQUITABLE CONSIDERATION, AS STATED HEREIN.

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.

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.

REGEN BIOPHARMA INC.	XXXXXX THERAPEUTICS INC.
By: /s/Xxxxx X. Xxxx	By: /s/Xxxxx X Xxxx
Xxxxx X. Xxxx	Xxxxx X. Xxxx
Chairman & CEO	Chairman & CEO