Exhibit
10.7





WORLDWIDE
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT


DATED
May 1, 2013


This
Intellectual Property Assignment Agreement (“Agreement”) is entered into on


May
1, 2013 by and between Dr. Wei Ping Min (“Assignor”), an individual


residing
at 84 Hesketh St, London, Ontario, N6G 5H5, Canada, and Regen


BioPharma
Inc. (“Assignee”), a fully owned subsidiary of Bio-Matrix Scientific


Group,
Inc. having offices at 4700 Spring St # 304, La Mesa, CA 91942


 


WHEREAS,
Assignor is the owner of all proprietary and intellectual property


rights,
including but not limited to trade secrets, patent applications and patents, in


the
concepts and technologies specifically described in Attachment A (“Min IP”)


 


WHERAS,
Assignee desires to acquire the ownership of all proprietary rights,


including,
but not limited to, the copyrights, trade secrets, trademarks and


associated
good will and patent rights in the Min IP


 


THEREFORE,
IT IS AGREED AS FOLLOWS:


1.
ASSIGNMENT OF RIGHTS:


As
consideration to Assignee for entering into this Agreement and agreeing to


comply
with the terms and conditions of this Agreement, Assignor hereby assigns,


transfers,
and conveys to Assignee 100% of Assignor’s right, title and interest in


the
Min IP, including:


(1)
all copyrights, trade secrets, trademarks and associated good will and all


patents
anywhere in the world which are granted and which may be granted on the


Min
IP;


(2)
all applications for patents (including divisions, continuations in whole or


part
or substitute applications) in the United States or any foreign countries whose


duty
it is to issue such patents;


(3)
any reissues and extensions of such patents; and


(4)
all priority rights under the International Convention for the Protection of


Industrial
Property for every member country.


 


 


 


 


2.
WARRANTIES AND REPRESENTATIONS OF ASSIGNOR


(a)Assignor
is sole and rightful owner of any and all rights, title and interest in


the
Min IP


(b)The
Min IP has not been sold or transferred to any third party nor has any


third
party been granted the right to acquire or license any of the Min IP


(c)
The execution, delivery and performance of this Agreement by Assignor


does
not and shall not constitute Assignor’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 the Assignor is a party, or by which Assignor is or may


be
bound.


 


3.
WARRANTIES AND REPRESENTATIONS OF ASSIGNEE


(a)Assignee
is a corporation duly organized, validly existing and in good


standing
under the laws of the state 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 Assignee


does
not and shall not constitute Assignee’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 the Assignee is a party, or by which Assignee is or may


be
bound.


 


 


 


 





(c)Assignee
shall cause Bio-Matrix Scientific Group, Inc. (.BMSN.) to


perform
any and all actions required in order that BMSN shall authorized


have
a sufficient number of common shares that consideration may be


rendered
to Assignor in accordance with the terms and conditions of this


Agreement
..


 


4.
CONSIDERATION TO ASSIGNOR


(1)Assignee
agrees to negotiate in good faith with Assignor with regards to a


proposed
consulting agreement whereby the Assignor shall perform certain


 


agreed
upon tasks for the benefit of Assignee for consideration to


the
Assignor consisting of One Hundred Thousand United States Dollars


($100,000
) of the common shares of BMSN valued as of the date of


issuance
and to be paid over a twelve month period in twelve equal


installments
(“Consulting Shares”) and registered under the Securities Act of


1933
on Form S-8.


 


(2)


(i)
Assignor shall receive 100,000 of the preferred shares of BMSN within 10


days
of execution of this document (.Assignor Preferred Shares.).


(ii)Assignor
preferred Shares may be exchanged by Assignor for newly issued


common
shares of BMSN (“Exchange Common Shares”) at Assignor’s


option
subject to the following conditions:


 


(a)A
sufficient number of common shares shall be authorized for issuance by


BMSN
in order that the required number of Exchange Common Shares may


be
issued


(b)Subject
to (2)(ii)(a) above, upon any date subsequent to the date of the


completion
of a satisfactory review by the United States Food and Drug


Administration
(“FDA”) of an Investigational New Drug Application


(“IND”)
for the Min IP submitted by the Assignee which shall result in the


ability
of the Assignee to lawfully begin clinical testing of the Min IP on


human
subjects within the United States the Assignee shall be permitted, at


Assignee’s
option, to exchange 33,333 of the Assignor Preferred Shares into


that
number of Exchange Common Shares having a value of Three Hundred


Thirty
Three Thousand United States Dollars ($333,000) such shares being


valued
at a price per share equal to the closing price as of the day written


notice
is given by Assignor to Assignee of Assignor’s intent to exchange.


 


 


 


 





(c)
Subject to (2)(ii)(a) above, upon any date subsequent to the date that


manufacturing
procedures for the manufacture of the Min IP have been


developed
by the Assignee which comply to the Current Good


Manufacturing
Practices (“cGMP “) requirements of the Food Drug and


Cosmetics
Act of 1938 and the rules and regulations promulgated thereunder


as
they may apply to the manufacture of the Min IP the Assignor shall be


permitted,
at Assignor’s option, to exchange 33,333 of the Assignor


Preferred
Shares into that number of Exchange Common Shares having a


value
of Three Hundred Thirty Three Thousand United States Dollars


($333,000)
such shares being valued at a price per share equal to the closing


price
as of the day written notice is given by Assignor to Assignee of


Assignor’s
intent to exchange.


(d)Subject
to (2)(ii)(a) above, upon any date subsequent to the date that, in


connection
with a lawfully administered Phase I clinical trial of the Min IP


being
conducted by the Assignee within the United States on human


subjects,
both of (1) a clinical trial protocol has been completed and (2) a


Principal
Investigator has been appointed, the Assignor shall be permitted,


at
Assignor’s option, to exchange 33,333 of the Assignor Preferred Shares


into
that number of Exchange Common Shares having a value of Three


Hundred
Thirty Three Thousand United States Dollars ($333,000) such


shares
being valued at a price per share equal to the closing price as of the


day
written notice is given by Assignor to Assignee of Assignor’s intent to


exchange.


(e)
Subject to sufficient number of common shares having been authorized for


issuance
by BMSN, Assignor shall receive, upon successful completion of a


lawfully
administered Phase I clinical trial of the Min IP being conducted by


the
Assignee within the United States on human subjects, the results of


which
(1) shall indicate that the Min IP can be safely tolerated by human


subjects
(2) shall not indicate that use of the Min IP in human subjects result


in
side effects of such severity that commencement of a Phase II clinical


trial
could not occur, and (3) establishes the optimal dosage and/or method


of
administration( as applicable )of the Min IP the Assignor shall receive


that
number of the common shares of BMSN which, at a price per share


equal
to the closing price of the shares as of the day of issuance, shall equal


One
Million United States Dollars ($1,000,000)


(f)
For purposes of this Section 4, the term “closing price” with regards to any


common
shares of BMSN issued to the Assignor shall mean the last sale


price
as reported by the principal securities exchange or trading market


where
the common shares of BMSN are listed or traded. In the event that the


common
shares of BMSN are not be traded publicly on a securities


exchange
or trading market as of the date of required issuance the common


shares
shall be valued at fair value as determined by a third party who shall


be
approved by both Assignor and Assignee.


 


 


 


 


(g)Assignor
shall be entitled to additional consideration for productivity and


deliverables
over and above listed items (“Bonus”) The eligibility of the


Assignor
to receive a Bonus as well as the nature and amount of any Bonus


shall
be at the sole discretion and determination of the CEO of BMSN on


behalf
of Assignee.


 


5.
NO REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THE


SECURIES
LAWS OF ANY STATE


Assignor
acknowledges that any securities issued pursuant to this Agreement that


are
not registered pursuant to the Securities Act of 1933 shall constitute “restricted


 


securities” as
that term is defined in Rule 144 promulgated under the Securities Act of


1933,
and shall contain the following restrictive legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE


SECURITIES
ACT OF 1933, AS AMENDED (THE .ACT.), OR SECURITIES


LAWS
OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED,


PLEDGED,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE


ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE


ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO


AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT


OR
SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON


DELIVERY
OF AN OPINION OF COUNSEL REASONABLY


SATISFACTORY
TO THE COMPANY THAT THE PROPOSED TRANSFER


IS
EXEMPT FROM THE ACT OR SUCH LAWS.


 


6.
COOPERATION BY ASSIGNOR. Assignor agrees to cooperate with


Assignee
and to execute and deliver all papers, instruments and assignments


as
may be necessary to vest all right, title and interest in and to the Min IP to


Assignee.
Assignor further agrees to testify in any legal proceeding, sign all


lawful
papers and applications and make all rightful oaths and generally do


everything
possible to aid Assignee to obtain and enforce proper protection


for
the Min IP in all countries.


 


7.
This Agreement embodies all of the representations, warranties and


agreements
of the parties hereto with respect to the subject matter hereof,


and
all prior understandings, representations, and warranties (whether oral or


written)
with respect to such matters are superseded and may not be


amended,
modified, waived, discharged, or orally terminated except by the


mutual
written consent of the parties.


 


 


 




 


8.
The invalidity or unenforceability of any particular provision of this


Agreement
shall not affect the other provisions hereof, and this Agreement


shall
be construed in all respects as if such invalid or unenforceable


provisions
were omitted. Furthermore, in lieu of such illegal, invalid, or


unenforceable
provision there shall be added automatically as a part of this


Agreement
a provision as similar in terms to such illegal, invalid, or


unenforceable
provision as may be possible and be legal, valid and


enforceable.


 


9.
The parties each shall bear their own legal and other expenses incurred in


connection
with the preparation, execution and performance of this


Agreement.


 


10.
The terms and conditions of this Agreement shall be governed by and


construed
in accordance with the laws of the State of California, without


reference
to its choice of law rules. Any action arising as a result of this


Agreement
shall be brought in the state courts located in San Diego County,


State
of California.


 


11.
This agreement may be signed in two or more counterparts each of which


may
be a facsimile copy and which shall be deemed to be an original, but


together
shall constitute the same instrument and shall be binding on the


parties.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date


first
above written.


 


"ASSIGNOR"


By:
  /s/Wei Ping Min                





Date:
May 1, 2013


 


"ASSIGNEE"


By:
  /s/David R. Koos               


Title:
Chairman & CEO


Date:
May 1, 2013


 


 


 


 


APPENDIX
A


- Method
of Cancer Treatment using siRNA Silencing US Patent # 8,389,708


- Patent
applications from the same family corresponding to numbers PCT/CA2006/000984,


CA2612200
and EP1898936