Exhibit
10.2


 


AMENDMENT
TO LICENSE AGREEMENT DATED APRIL 6, 2015


 


WHEREAS:


Benitec
Australia Limited, an Australian corporation (ACN 080 299 645) having its registered office at 1-15 Barr Street, Balmain, NSW,
Australia 2041, (“Benitec Australia”) and Regen BioPharma, Inc., a United States company having its registered office
at 4700 Spring Street, Suite 304, La Mesa, CA 91942 USA, (“Regen BioPharma”)entered into a license agreement ( the
“Agreement”) on August 5, 2013. Benitec Australia and Regen BioPharma may be referred to in this Agreement each as
a “Party” or collectively as the “Parties.”


WHEREAS:


Section
11.10 of the Agreement states that the Agreement may not be altered, amended or modified in any way except by a writing signed
by both Parties.


WHEREAS:


It
is the mutual desire of the parties to amend sections of the Agreement


THEREFORE,
IT IS AGREED AS FOLLOWS:


Section
3.3. of the Agreement is amended to be and read as follows:


“With
regards to payments made on or prior to April 6, 2015:


The
payments identified in Sections 3.1 and 3.2 as payable in cash or common stock may be paid in cash or fully paid common stock
(restricted for up to six (6) months) in Regen’s parent company Bio-Matrix Scientific Group (OTCQB: BMSN - “BMSN”
)– such common stock would be issued at BMSN’s discretion and, in the event that BMSN doesn’t have enough authorized
shares available to issue, BMSN may increase the authorized shares so as to allow payment to Benitec Australia. If common stock
in BMSN has not been calculated (in accordance with the following) and issued to Benitec Australia within six (6) months of the
Effective Date, then Regen BioPharma will pay to Benitec Australia the full cash amount upon that date.





If
BMSN determines to issue common stock to Benitec Australia in accordance with this Section 3.3 then it will calculate the number
of shares to be issued in accordance with the following:


 


(1)
BMSN will determine the 30 day VWAP (Volume-Weighted Average Price, as determined by BMSN share volumes and prices reported
by the OTC Markets Group) of its common stock immediately prior to the date the payment is due; and


 


(2)
BMSN will issue to Benitec that number of shares which is equal to the amount of the payment divided by the 30 day VWAP (step
(1) above) rounded up to the nearest whole share.


 


With
regards to payments made subsequent to April 6, 2015


The
payments identified in Sections 3.1 and 3.2 as payable in cash or common stock may be paid in cash or fully paid common stock
(restricted for up to six (6) months) of Regen Biopharma – such common stock would be issued at Regen Biopharma’s
discretion and, in the event that Regen Biopharma doesn’t have enough authorized shares available to issue, Regen Biopharma
may increase the authorized shares so as to allow payment to Benitec Australia. If common stock in Regen Biopharma has not been
calculated (in accordance with the following) and issued to Benitec Australia within six (6) months of the Effective Date, then
Regen BioPharma will pay to Benitec Australia the full cash amount upon that date.


 


If
Regen Biopharma determines to issue common stock to Benitec Australia in accordance with this Section 3.3 then it will calculate
the number of shares to be issued in accordance with the following:


 


(1)
Regen Biopharma will determine the 30 day VWAP (Volume-Weighted Average Price, as determined by Regen Biopharma share volumes
and prices reported by the Over-the-Counter Bulletin Board) of its common stock immediately prior to the date the payment is due;
and


 


(2)
Regen Biopharma will issue to Benitec that number of shares which is equal to the amount of the payment divided by the 30
day VWAP (step (1) above) rounded up to the nearest whole share.”


 


This
amendment is executed on 1st August 2015


	Benitec  Australia
    Limited by	Regen
    Biopharma, Inc.
	Name:
    /s/ Carl Stubbings	Name:/s/
    David Koos
	 	 
	Title:Chief
    Business Officer	Title:
    CEO