Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2015

Bio-Matrix Scientific Group, Inc.

(Exact Name of Company as Specified in Charter)

Delaware	33-0824714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission File No. 0-32201

4700 Spring Street, St 304, La Mesa, California 91942

(Address of Principal Executive Offices)

Company’s telephone number, including area code: (619) 702-1404

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures made in this Item 3.02 of this Current Report on Form 8-K relate to unregistered sales of securities made by Regen Biopharma, Inc, a controlled subsidiary of Bio Matrix Scientific Group, Inc.

On March 3, 2015 Regen Biopharma, Inc. ( “Regen”) issued a $100,000 face value Convertible Promissory Note ( “Note”) dated March 3 , 2015 to a Colorado Limited Liability Company (“Lender”) for consideration of $100,000. The Note becomes due and payable at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.

Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.

If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series “A” Stock of the Company for each share of Common Stock received through conversion.

The Note was issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Note.

The foregoing description of the Note s not complete and is qualified in its entirety by reference to the text of Form of the Note , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 3.02 by reference.

On March 3 , 2015 Regen Biopharma, Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated January 29, 2015 to an individual (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

The foregoing description of the Note s not complete and is qualified in its entirety by reference to the text of the Form of the Note , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 3.02 by reference.

On March 3, 2015 Regen Biopharma, Inc. (“Regen”) issued a $50,000 face value Convertible Promissory Note (“Note”) dated February 26, 2015 to a Revocable Trust. (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the Lender at any time after February 26 , 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

The foregoing description of the Note s not complete and is qualified in its entirety by reference to the text of the Note , which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated in this Item 3.02 by reference.

On March 5, 2015 Regen Biopharma, Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated March 5 , 2015 to the Bio Technology Partners Business Trust (“Lender”) in satisfaction of $50,000 owed to the Trust by Regen. The Note becomes due and payable at the demand of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note , which is attached to this Current Report on Form 8-K as Exhibit 10.4 and incorporated in this Item 3.02 by reference.

On March 3, 2015 Regen Biopharma, Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated March 3 , 2015 to a Minnesota Limited Liability Company (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

The foregoing description of the Note s not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to this Current Report on Form 8-K as Exhibit 10.5 and incorporated in this Item 3.02 by reference.

On March 5, 2015 Regen Biopharma, Inc. ( “Regen”) issued a $57,686 face value Convertible Promissory Note ( “Note”) dated March 5 , 2015 to David R. Koos (“Lender”) in satisfaction of $57,686 owed to Koos by Regen. The Note becomes due and payable at the demand of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

David R. Koos is Regen’s Chairman and CEO

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to this Current Report on Form 8-K as Exhibit 10.6 and incorporated in this Item 3.02 by reference.

On February 10, 2015 Regen Biopharma, Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated February 10 , 2015 to Dunhill Ross Partners , Inc. (“Lender”) in satisfaction of $50,000 owed to the Trust by Regen. The Note becomes due and payable at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

On March 9 , 2015 Regen Biopharma, Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated March 5, 2015 to an individual (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

On March 9 , 2015 Regen Biopharma, Inc. ( “Regen”) issued a $25,000 face value Convertible Promissory Note ( “Note”) dated March 6, 2015 to an individual (“Lender”) for consideration of $25,000. The Note becomes due and payable at the demand of the Lender at any time after March 6, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

The foregoing description of the Note s not complete and is qualified in its entirety by reference to the text of the Form of the Note, which is attached to this Current Report on Form 8-K as Exhibit 10.9 and incorporated in this Item 3.02 by reference.

On March 5, 2015 Regen Biopharma, Inc. ( “Regen”) issued a $100,000 face value Convertible Promissory Note ( “Note”) dated March 5, 2015 to joint individual investors (“Lender”) for consideration of $100,000. The Note becomes due and payable at the demand of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to this Current Report on Form 8-K as Exhibit 10.10 and incorporated in this Item 3.02 by reference.

Cash proceeds received from all the aforementioned Notes will be utilized by Regen for general corporate purposes.

On March 6, 2015 Regen Biopharma, Inc. (“the Company”) issued 17,872, 307 common shares ( “Shares”) to convertible noteholders in satisfaction of $500,890 of indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On March 6, 2015 Regen Biopharma, Inc. (“the Company”) issued 2060214 common shares ( “Shares”) to David R. Koos, the Company’s Chairman and Chief Executive Officer, in satisfaction of $57,686 of indebtedness.

On March 6,2015 Regen Biopharma, Inc. (“the Company”) issued 227,632 common shares ( “Shares”) to Saguaro Capital partners, LLC , a company controlled by Todd Caven the Company’s Chief Financial Officer, as consideration for services rendered prior to Mr. Caven assuming the position of Chief Financial Officer of the Company.

On March 6, 2015 Regen Biopharma, Inc. (“the Company”) issued 500,000 common shares ( “Shares”) to Christine Ichim , the Company’s Director of Molecular Therapeutics, as consideration for services rendered .

On March 9, 2015 Regen Biopharma, Inc. (“the Company”) issued 6,249,599 common shares ( “Shares”) to convertible noteholders in satisfaction of $500,890 of indebtedness.

Item 1.01 Entry into a Material Definitive Agreement

On March 3, 2015 Regen Biopharma, Inc. (“Regen”), a controlled subsidiary of Bio Matrix Scientific Group, Inc., entered into an agreement (“Agreement”) with Dr. Thomas Ichim whereby Dr. Thomas Ichim would sell, assign, transfer and set over to Regen all rights, title and interest in and to the invention as described and claimed in the United States Patent Number: 8,263,571, dated September 11, 2011, titled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for consideration consisting of $9,000 and 1,000,000 shares of Regen’s Series A Preferred stock.

Thomas Ichim serves as Chief Scientific Officer of Regen Biopharma, Inc. and also serves as a member of the Board of Directors of Regen Biopharma, Inc.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to this Current Report on Form 8-K as Exhibit 10.11 and incorporated in this Item 3.02 by reference.

Item 9.01 Exhibits.

Exhibit No.		Description of Exhibit
10.1		Form of Note issued to Colorado LLC
10.2		Form of Note issued to Individual investor
10.3		Form of Note issued to Revocable Trust
10.4		Form of Note issued to Bio Technology Partners Business Trust
10.5		Form of Note issued to Minnesota LLC
10.6		Form of Note issued to David Koos
10.7		Form of Note issued to Dunhill Ross Partners, Inc.
10.8		Form of Note issued to Individual investor
10.9		Form of Note issued to Individual investor
10.10		Form of Note issued to Individual investor
10.11		Ichim Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bio-Matrix Scientific Group, Inc.

Dated: March 9, 2015	By: /s/ David Koos
	David Koos
	Chief Executive Officer

Exhibit 10.1

CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER.

Regen BioPharma, Inc.

Issue Date: March 3, 2015 Principal Amount: $100,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________, a Colorado limited liability company (the "Lender") ON DEMAND AT ANY TIME AFTER March 3, 2016 (the “Maturity Date”), the principal amount of One Hundred Thousand Dollars ($100,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

2.1 Conversion Right. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”). The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount immediately upon execution of this agreement and any accrued interest may be converted as well.

The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the principal amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price as defined in this Section 2 then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Lender on such conversion date (the “Conversion Date”).

2.2 Conversion Price. The “Conversion Price” shall be defined as a 65% discount to the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.

2.3 Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.

Upon receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Lender certificates for the Common Stock issuable upon such conversion within five (5) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Lender by crediting the account of Lender’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

2.4 Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note, each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to Rule 144.

2.5 Concerning the Shares. The shares of Common Stock and/or Preferred Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under the Act.

Subject to the removal provisions set forth below, until such time as the shares of Common Stock and/or Preferred Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

"NEITHER THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

The legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock and/or Preferred Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer agent with reasonable assurances that the Common Stock and/or Preferred Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock and/or Preferred Stock issuable upon conversion of this Note, such security is registered for sale by under an effective registration statement filed under the Act or (iv) otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.

2.6 Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.

3. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding principal balance which is subject to prepayment to Common Shares as provided for in Section 2.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

(a) default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence of such default;

(b) filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company, which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or

4.2 If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Company.

5. Transfer of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Lender.

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

7. Amendment, Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.

8. Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 3, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.2

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 3, 2015 Principal Amount: $50,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________ ON DEMAND AT ANY TIME AFTER March 3 , 2016 (the “Maturity Date”), the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 3, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.3

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: February 26, 2015 Principal Amount: $50,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________ ON DEMAND AT ANY TIME AFTER February 26, 2016 (the “Maturity Date”), the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 3, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.4

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 5, 2015 Principal Amount: $50,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of Bio Technology Partners Business Trust ON DEMAND AT ANY TIME AFTER March 3 , 2016 (the “Maturity Date”), the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 5, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

/s/: Timothy Foat	March 5, 2015
Timothy Foat, Trustee

Exhibit 10.5

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 3, 2015 Principal Amount: $50,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________, a Minnesota limited Liability Company, ON DEMAND AT ANY TIME AFTER March 3 , 2016 (the “Maturity Date”), the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 3, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.6

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 5, 2015 Principal Amount: $57,686

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________ ON DEMAND AT ANY TIME AFTER March 3 , 2016 (the “Maturity Date”), the principal amount of Fifty Seven Thousand Six Eight Six Dollars ($57,686) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 5, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

/s/: David R. Koos

March 5, 2015

Exhibit 10.7

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: February 10, 2015 Principal Amount: $50,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of Dunhill Ross Partners, Inc. ON DEMAND AT ANY TIME AFTER March 3, 2016 (the “Maturity Date”), the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	February 10, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

/s/: Timothy Foat

February 10, 2015

Timothy Foat, President

Dunhill Ross Partners, Inc.

Exhibit 10.8

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 5, 2015 Principal Amount: $50,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________ ON DEMAND AT ANY TIME AFTER March 3, 2016 (the “Maturity Date”), the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 9, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.9

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 6, 2015 Principal Amount: $25,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________ ON DEMAND AT ANY TIME AFTER March 6, 2016 (the “Maturity Date”), the principal amount of Twenty Five Thousand Dollars ($25,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 9, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.10

CONVERTIBLE PROMISSORY NOTE

Regen BioPharma, Inc.

Issue Date: March 5, 2015 Principal Amount: $100,000

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of______________, as joint owners (the "Lender") ON DEMAND AT ANY TIME AFTER March 5, 2016 (the “Maturity Date”), the principal amount of One Hundred Thousand Dollars ($100,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

REGEN BIOPHARMA, INC.

/s/: David R. Koos	March 5, 2015
David R. Koos
Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

Exhibit 10.11

PATENT PURCHASE AGREEMENT

This PATENT PURCHASE AGREEMENT (hereinafter "Agreement”) effective as of March 3, 2015 (the "Effective Date") is made and entered into by and between Thomas Ichim, a natural person, whose address is 9255 Town Centre Drive, St 450 San Diego CA 92121 (hereinafter “Seller”) and Regen Biopharma, Inc., a Nevada corporation, having a principal place of business at 4700 Spring Street, St 304, La Mesa, California 91942 (hereinafter "Purchaser"). Seller and Purchaser may hereinafter be referred to collectively as the “Parties” and individually as a “Party” when convenient.

RECITALS

WHEREAS, Seller is the owner, in entirety, of right, title, and interest in and to the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark Office on September 11, 2011.

WHEREAS Seller desires to sell, assign, transfer and set over to Purchaser, and Purchaser shall acquire, assume, and accept said entire right, title, and interest of Seller in and to the Invention and the Patent as specified in this Agreement.

WHEREAS, the Parties hereby agree and are of mutual consensus that the consideration being exchanged pursuant to the terms of this Agreement is fair and equitable in value.

WHEREAS, the Parties now desire to enter into this Agreement.

NOW, THEREFORE, IN consideration of the terms and provisions contained herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For the purpose of this Agreement, the following terms, whether in singular or in plural form, when used with a capital initial letter shall have the respective meanings as follows.

1.1 “Action” means an assertion made or a proceeding filed by a Person or one of its affiliates.

1.2 “Assigned Patent” means the Invention entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, was issued by the United States Patent and Trademark Office on September 11, 2011.

1.3 “Person” means any natural person, corporation, company, partnership, association, sole proprietorship, trust, joint venture, non-profit entity, institute, governmental authority, trust association or other form of entity not specifically listed herein including, without limitation, Seller or any of its affiliates, or Purchaser or any of its affiliates.

1.4 “Affiliate” means any company or entity that directly controls or is directly controlled by, or under common control with a Party. The term "control" shall mean the ability to possess, directly or indirectly, the power to direct or cause the direction of management of said company through ownership, voting shares, contract or otherwise.

2. PURCHASE AND SALE OF PATENT

2.1 Purchase and Sale of Patent. Effective as of the Closing Date and subject to the fulfillment of the Parties’ obligations set forth in Section 4 below, Seller hereby sells, assigns, transfers, and sets over unto Purchaser its entire right, title and interest in and to the Assigned Patent.

2.2 Patent Assignment. Seller shall execute a Patent Assignment Agreement (“Patent Assignment”), attached hereto as Exhibit A, the terms of such Patent Assignment being fully incorporated herein.

2.3 Consideration. Purchaser hereby agrees to pay to Seller the sum of Nine Thousand United States Dollars ( $9,000) and 1,000,000 shares of Series A preferred Regen Biopharma Inc.’s stock.

The Parties hereby agree and are of mutual consensus that the above consideration being exchanged pursuant to the terms of this Agreement is fair and equitable in value.

3. Taxes and Fees. Seller shall pay any taxes that are legally imposed on Seller arising out of the transfer of the Inventions and Patents. Seller is not liable for any taxes, if legally imposed on Purchaser, resulting from or arising out of the transfer of the Invention and Patent. Seller is responsible for any and all fees incurred by Seller and Purchaser is responsible for any and all fees incurred by Purchaser.

4. CLOSING AND DELIVERY

4.1 Closing. The transaction shall be consummated on March 3, 2015 (the “Closing Date”).

4.2 Seller Deliverables. Seller shall deliver an executed copy of this Agreement. At the closing, Seller shall deliver to Purchaser a duly executed Patent Assignment ( Exhibit A).

4.3 Purchaser Deliverables. Purchaser shall deliver an executed copy of this Agreement. At the closing, Purchaser shall deliver to Seller the sum of Nine Thousand United States Dollars ($9,000) to be paid by check.

5. INFORMATION

5.1 Seller hereby states that is has disclosed to Purchaser all material information that it possesses at the time signing this Agreement about the Assigned Patent.

6. TRANSFER OF PATENT

6.1 Patent Assignment. Effective as of the Closing Date, Seller hereby sells, assigns, transfers and sets over to Purchaser all rights, title and interest it has in and to the Assigned Patent and all inventions and discoveries described therein and all rights of Seller to collect royalties under such Patent.

6.2 Assignment of Causes of Action. Effective as of the Closing Date, Seller hereby sells, assigns, transfers and sets over to Purchaser all right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Assigned Patent and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Assigned Patent as of the Effective Date.

7. ADDITIONAL OBLIGATIONS

7.1 Further Assurances. Seller agrees to cooperate with Purchaser, upon reasonable request of Purchaser and without demanding further consideration from Purchaser, to execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary for effecting completely the consummation of the transfer of ownership in and to the Assigned Patent as contemplated hereby, including without limitation execution, acknowledgment and recordation of other such papers, as necessary or desirable for fully perfecting and set over unto Purchaser the benefit of the transfer of ownership in and to the Assigned Patent as contemplated hereby.

7.2 Further Assistance. Subject to the terms and conditions hereof, Seller agrees, upon the reasonable request of Purchaser, to do all things necessary, proper, or advisable, including without limitation the execution, acknowledgment and recordation of specific assignments, oaths, declarations and other documents on a country-by-country basis, to assist Purchaser in obtaining, perfecting, sustaining, and/or enforcing the patent rights. Such assistance may also include providing prompt production of pertinent facts and documents, giving of testimony, execution of petitions, oaths, powers of attorney, specifications, declarations or other papers and other assistance reasonably necessary for filing patent applications, complying with any duty of disclosure, and conducting prosecution, reexamination, reissue, interference or other priority proceedings, opposition proceedings, cancellation proceedings, public use proceedings, infringement or other court actions and the like with respect to the Assigned Patent.

8. REPRESENTATIONS AND WARRANTIES

Seller hereby warrants to Purchaser as follows:

8.1 No Assignment. Seller warrants that (i) no assignment of the Invention or Assigned Patent has been made to a party other than Purchaser and (ii) there is no obligation to make any assignment of the Invention or Assigned Patent to any party other than Purchaser.

8.2 Title and Contest. Seller has good and marketable title to the Assigned Patent, including without limitation all rights, title, and interest in the Assigned Patent to sue for infringement thereof. The Assigned Patent is free and clear of all liens, mortgages, security interests or other encumbrances, and restrictions on transfer. There are no actions, suits, claims or proceedings threatened, pending or in progress on the part of any named inventor of the Patent relating in any way to the Assigned Patent and Seller has not received notice of (and Seller is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Patent. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any Person to acquire the Assigned Patent.

8.3 Restrictions on Rights. Purchaser will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Assigned Patent as a result of the transaction contemplated in this Agreement, or any prior transaction related to the Assigned Patent.

8.4 Payment of Fees Due. Seller has paid or caused to be paid all fees due on the Assigned Patent to the United States Patent and Trademark Office as of the Effective Date of this Agreement.

Each Party warrants to the other Party as follows:

8.5 Mutual Representations. 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.

9. MISCELLANEOUS

9.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered (a) personally, (b) by facsimile transmission, (c) by overnight courier or (d) by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a Party as shall be specified by like notice);

If to the Seller at:

Thomas Ichim, Ph.D.

_______________________

If to Purchaser at:

Regen Biopharma, Inc.

4700 Spring Street, St 304,

La Mesa, California 91942

Notice shall be deemed received in the case of (a) personal delivery, upon delivery, (b) international courier (signature required) two (2) business days following shipment, and, (c) international registered or certified mail seven business days following postdate. Either Party may change the notice address by providing notice containing the changed notice information to the other Party.

9.2 Governing Law,Venue, Waiver of Jury Trial. 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.

9.3 Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provisions were not contained herein.

9.4 Waiver. Failure by either Party to enforce a term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the Parties.

9.5 Counterparts. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures each of the Parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original against the Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.

9.6 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or in any State having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, the prevailing Party in any dispute arising hereunder shall be entitled to its attorney’s fees and court costs in addition to any other relief which may be awarded.

9.7 Entire Agreement; Waiver of Breach. This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement or understanding among them in respect of the subject matter hereof, and there are no other agreements, written or oral, nor may the Agreement be modified except in writing and executed by all of the parties hereto; and no waiver of any breach or condition of this Agreement shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives to be effective in all respects as of the day and year first above written.

Regen Biopharma, Inc.	Thomas Ichim Ph.D.

By: /s/ David R. Koos	By: /s/ Thomas Ichim
David R. Koos	Thomas Ichim Ph.D
Its: Chairman and CEO

EXHIBIT A

PATENT ASSIGNMENT AGREEMENT

THIS PATENT ASSIGNMENT AGREEMENT (the “Agreement”), is made and entered into this 3 day of March, 2015 (the “Effective Date”), by and between Thomas Ichim Ph.D, a natural person, whose address is 9255 Town Centre Drive, St 450 San Diego CA 92121 ("Assignor") and Regen Biopharma, Inc., a Nevada corporation having an office at 4700 Spring Street, St 304, La Mesa, California 91942 (“Assignee”) (each a “Party” and collectively the “Parties”).

WHEREAS, Assignor is the owner of all rights, title and interest in and to the invention (the “Invention”) as described and claimed in the United States Patent Number: 8,263,571, dated September 11, 2011, titled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” (the "Patent") as set forth in Schedule A hereto.

WHEREAS, Assignee desires to acquire, assume, and accept the entire right, title, and interest of Seller in and to the Invention and its Patent as specified in this Agreement.

WHEREAS, Assignor and Assignee have agreed by a Patent Purchase Agreement (the “Purchase Agreement”) dated March 3, 2015, by and between Assignor and Assignee, the terms of which are incorporated herein by reference, that Assignor shall sell, transfer, assign and set over unto Assignee and Assignee shall accept, all rights, title and interest in and to the Patent as specified in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties and pursuant to the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

I. ASSIGNMENT

Assignor hereby sells, transfers, assigns and sets over to Assignee all rights, title and interest in and to the Invention and its Patent in each and every foreign country to the United States and all priority rights resulting from the above-identified United States patent.

Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States and any official of any country or countries foreign to the United States, whose duty is to issue patents or other evidence or forms of patent applications as aforesaid, to issue the same to Assignee and its successors.

Assignor agrees that, whenever reasonably requested by Assignee and at Assignee’s expense, Assignor will execute all papers, take all rightful oaths, and do all acts which may be reasonably necessary for securing and maintaining the patent for the Invention in any country and for vesting title thereto in Assignee and its successors.

Assignor authorizes and empowers Assignee and its successors, to invoke and claim for any application for patent or other form of protection for the Invention, the benefit of the right of priority provided by any international convention or agreement or the domestic laws of the country in which any such application is filed, as may be applicable, and to invoke and claim such right of priority without further written or oral authorization from Assignor.

Assignor hereby consents that a copy of this Agreement shall be deemed a full legal and formal equivalent of any assignment, consent to file or like document that may be required in any country for any purpose and more particularly in proof of the right of Assignee or nominee to claim the aforesaid benefit of the right of priority provided by any international convention.

All of the rights, title and interest in and to the Patent sold, transferred, assigned and set over to Assignee hereunder include all income, royalties, damages and payments now or hereafter due or payable with respect thereto, and all causes of action (whether in law or equity) and the right to sue, counterclaim, and recover for the past, present and future infringement of the rights assigned or to be assigned hereunder.

Thomas Ichim Ph.D

By: /s/ Thomas Ichim

Name: Thomas Ichim Ph.D

Regen Biopharma, Inc.

By: /s/ David Koos

Name: David R. Koos

Title: Chairman, President, Chief Executive Officer

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