Exhibit
10.3


 


This
Agreement (“Agreement”) concerning a sublease of commercial property is made by and between Human BioMolecular
Research Institute (“HBRI”), a Washington 501(c)3 non-profit corporation located at 5310 Eastgate Mall San Diego,
CA 92121 and Regen Biopharma, Inc., a Nevada corporation located at 4700 Spring Street, St. 304 hereinafter referred to
as CC, subleasor at HBRI (“the Parties”). In consideration of the mutual promises herein and for other consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1.	Premises, Rent, and Terms







 


HBRI shall sublease to CC approximately 199.5 square feet of HBRI
                                         leased premises at 5310 Eastgate Mall, San Diego, CA 92121, as depicted in Appendix A
                                         attached hereto and incorporated herein (including lab space, hood space and PCR hood),
                                         on the terms and conditions set forth in this Agreement. The term of the sublease shall
                                         be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically
                                         renew thereafter for the same 6 month term unless written notice is received within 60
                                         days prior to renewal. HBRI shall review the sublease agreement periodically and at least
                                         annually and have the right to modestly change the terms for good reason; including but
                                         not limited to an increase in scope, space, personnel, and usage by CC. An annual cost
                                         of living increase of 5% will be implemented each year. Either party may terminate this
                                         Agreement upon giving the other party ninety days' written notice.


 


CC
shall pay HBRI $400 on the 1st day of each calendar month of the term. A refundable deposit of $4000 will be due before taking
possession of the lab space and shall be refunded to CC no less than thirty days upon the termination of this Agreement provided
that CC has substantially complied with its obligations hereunder. Total monthly fees are due by the 1st (first) of
each month, regardless of whether or not an invoice is received. If payment is not received by the 10th (tenth) of
each month a late fee of $25 will be assessed and the unpaid balance will begin to accrue interest at 10.0% APR compounded monthly
from the original due date (the first of the month) until the entire amount owed is paid. HBRI reserves the right to review the
payment for services and request additional reasonable reimbursement for reasonable additional costs for time and materials if
the payment for service is less than the amount of service provided.


 


In
consideration of the rent payable under this Agreement, CC shall receive use of the premises described above and the
privileges and services described herein in conformance with the signed Research Agreement (Appendix E). The Research
Agreement is an inextricable portion of this Agreement. CC shall be entitled to the benefit of services and utilities
received by HBRI as part of its lease to the subleased premises, including electricity, heating, and janitorial services, and
shall further be entitled to use of HBRI washroom/sterilizing facilities, prep room, and mutually agreed equipment and
facilities, as listed in Appendix B. HBRI personnel who operate and maintain such equipment and services shall provide
reasonable assistance to CC in connection with such use. CC shall provide for their company’s own phone, fax, internet,
and printing/copying services and installation.


 


Any
services, materials, and time above and beyond the standard performance of this agreement will be charged separately by HBRI at
an hourly rate of $50/hr.


 


CC
shall adhere to all statutory, regulatory, permitting and other San Diego County, State and Federal legal requirements with respect
to its activities, and to safe laboratory practices, including without limitation all HBRI procedures concerning chemical, radioisotope,
biohazards, and safety regulations. HBRI shall provide CC with copies of HBRI procedures manuals that relate to its facility and
health and safety procedures, with which CC shall comply.


 


Each
party shall defend, indemnify, and hold the other harmless from any and all claims, losses, damages, liabilities, and causes of
action, including without limitation the payment of reasonable attorneys’ fees and expert witnesses’ fees, which such
party may incur in connection with any act or omission by the other party in performance of this Agreement or the other party’s
use of the subleased premises. In the case of any disagreement that results in legal action, the prevailing Party shall have legal
fees paid by the non-prevailing party.


 


CC
shall not be entitled to use of HBRI mail, fax, and general administration.


 


This
sublease is not transferable and shall not be further subleased.


 


		2.	Compliance
                                         with and Remedies under HBRI Lease



 


CC
shall comply with all terms of tenancy set forth in the HBRI lease to the premises at 5310 Eastgate Mall, San Diego, CA 92121
(the “HBRI Lease”), including without limitation Landlord’s Rules and Regulations set forth in Appendix C thereof,
with the sole exception of HBRI’s obligation to pay rent under the HBRI Lease. The HBRI Lease is attached hereto and incorporated
herein as Appendix C. HBRI shall be entitled to enforce the terms of the HBRI Lease against CC and to obtain remedies with respect
to CC as if HBRI were the “Landlord” in such HBRI Lease.


 


		3.	Insurance



 


CC shall maintain comprehensive liability insurance with limits of $2 million per
                                         occurrence, at a minimum, throughout the Term and for a reasonable period thereafter.
                                         At the time of signing this Agreement, CC shall provide HBRI with a copy of its insurance
                                         policy showing that CC carries sufficient comprehensive liability insurance to satisfy
                                         the terms of Section 12 of the HBRI Lease (i.e., $2,000,000/occurrence coverage policy).
                                         In no event shall CC occupy the subleased premises until it has provided a copy of such
                                         an insurance policy to HBRI. CC shall provide proof of workers compensation
before use of the laboratory facilities. CC shall provide HBRI with prompt written notice of any material change, cancellation
or expiration of the above-required insurance.


 


		4.	Notices.



 


Any
notice required or given by either party hereunder shall be in writing and shall be deemed given on the date received if delivered
personally or by facsimile, one (1) day after prepaid deposit with any nationally recognized overnight delivery service, or three
(3) days after the date postmarked, if sent postage prepaid by registered or certified mail, return receipt requested, to the
following addresses and facsimile numbers:


 


(a)Notices
to HBRI should be directed to:


 


Rebekah
Handley, COO


Human
BioMolecular Research Institute


5310
Eastgate Mall


San
Diego, CA 92121


 


(b)Notices
to CC should be directed to:


 


David
Koos


Regen
Bipharma, inc.


Chairman
and CEO


4700
Spring Street


Suite
304


La
Mesa CA 91941


 


		5.	Miscellaneous.



 


		a.	CC
                                         shall notify HBRI in advance of any nonstandard hazardous chemical or biological materials
                                         (as per San Diego Uniform Fire and County Health Codes) that CC intends to store or use
                                         on the subleased premises, to ensure that HBRI’s licenses are adhered to and the
                                         subleased premises can safely accommodate the materials.



 


		b.	Each
                                         party will be responsible for its own business operations. Any costs related to CC with
                                         respect to this sublease and any costs related to HBRI with respect to CC’s new
                                         sub tenancy, shall be the responsibility of the individual parties except as otherwise
                                         expressly agreed hereunder.



 


		c.	Each
                                         party agrees to keep confidential all intellectual property and other confidential or
                                         proprietary information of the other party in conformance with the signed Non-Disclosure
                                         Agreement (Appendix D). CC will not compete with HBRI for personnel. CC will not hire
                                         HBRI employees within 3 years of the termination of this contract.



 


		d.	At
                                         the termination of this sublease, CC will return the subleased premises to a condition
                                         of reasonable cleanliness acceptable to HBRI, except to the extent the parties may determine
                                         by mutual written agreement. In particular, and without limiting the foregoing, CC will
                                         arrange for all CC’s hazardous waste, in excess of the reasonable accumulation
                                         periodically disposed, to be removed from the premises using approved contractors, all
                                         at CC’s sole expense. If the subleased premises require unreasonable or excessive
                                         decontamination of radioisotopes, chemicals, infectious agents, or for any other cause,
                                         HBRI will arrange for such decontamination and CC will reimburse HBRI fully for any such
                                         costs.



 


		e.	This
                                         agreement comprises the full agreement of HBRI and CC with regard to the rental of space.
                                         Any amendments to and extensions of this Agreement shall be in writing and executed by
                                         both parties. Subject to the limitations set forth herein, this Agreement shall be binding
                                         upon and shall inure to the benefit of the parties and their respective successors and
                                         assigns.



 


		f.	Failure
                                         of either party to insist upon the strict performance of any provision of this Agreement
                                         or to exercise any option, right, remedy, or power continued in this Agreement shall
                                         not constitute a waiver or relinquishment thereof for the future. All rights and remedies
                                         of either party shall be cumulative and no right or remedy shall be exclusive of any
                                         other right or remedy. In case any one or more of the provisions contained in this Agreement
                                         shall, for any reason, be held to be invalid, illegal or unenforceable in any respect,
                                         such invalidity, illegality or unenforceability shall not affect the other provisions
                                         of this Agreement, and this Agreement shall be construed as if such invalid, illegal
                                         or unenforceable provision had never been contained herein. If, moreover, any one or
                                         more of the provisions contained in this Agreement shall for any reason be held to be
                                         excessively broad as to duration, geographical scope, activity or subject, it shall be
                                         construed by limiting and reducing it, so as to be enforceable to the extent compatible
                                         with the applicable law as it shall then appear.



 


		g.	This
                                         Agreement will be governed and construed in accordance with the laws of the State of
                                         California as applied to transactions taking place wholly within California between California
                                         residents. HBRI hereby expressly consents to the personal jurisdiction of the state and
                                         federal courts located in San Diego County, California for any lawsuit filed there against
                                         HBRI by CC or CC by HBRI arising from or related to this Agreement.



 


		h.	This
                                         Agreement shall be available for review by HBRI’s landlord as specified in Section
                                         15 of the HBRI Lease. 



 


		i.	HBRI
                                         is not in default on any conditions of the HBRI Lease.



 


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below,


 





	Regen Biopharma, Inc.	 	HUMAN BIOMOLECULAR RESEARCH INSTITUTE
	 	 	 
	By/s/ David Koos	 	By/s/ John R. Cashman
	David Koos	 	John R. Cashman, Ph.D.
	Title: Chairman and CEO	 	Title: Director
	Date: March 20, 2015	 	Date: March 20, 2015



 



    	 



    	 



    




Appendix
A


 


DESIGNATED
LEASED SPACE - FLOOR PLAN



    	 



    	 



    




Appendix
B


HBRI
EQUIPMENT, FACILITIES AND SERVICES


 


Centrifugation
Equipment


Normal
removal of a reasonable amount of hazardous waste


Cell
culture hoods, room and incubators will be shared use with priority use to HBRI


Animal
Facilities utilizing HBRI IUCAC and approved protocols (animals costs and a per cage day fee and IACUC charges to be negotiated)


Radioactivity
License, including a reasonable amount as determined by HBRI of radioactive materials. All radioactive material will be ordered
by the facilities manager or his representative and CC shall pay for their share.


Minus
80 and Minus 20 Freezer space


Refrigerator
space


Balances


Chemical
Storage and Safety


Autoclave


Deionized
Water


Milli
Q System (ultra-pure water)


Shipping/Receiving
Room


Benchtop
Centrifuge


Analytical
room UV-vis Spectrometer


Dark
Room (no photography)


pH
meter


 


 


Other:


Parking


Janitorial
Services


Miscellaneous
Supplies (toilet paper, paper towels, hand soap, glassware wash soap, bottled drinking water).



    	 



    	 



    




Appendix
C


LANDLORD
RULES


 


See
HBRI-Dittmann Lease Agreement Attached



    	 



    	 



    





Appendix
D


Non-Disclosure
Agreement


 


See
Executed Non-Disclosure Agreement Attached.



    	 



    	 



    





Appendix
E


HBRI
Research Agreement


 


See
Executed Research Agreement Attached.