Exhibit
10.2 


 


REAFFIRMATION
AND RATIFICATION AGREEMENT


 





April
10, 2020


GENE
BIOTHERAPEUTICS, iNC.

11568 Sorrento Valley Road

Suite Fourteen

San Diego, CA 92121


 


Ladies
and Gentlemen:


 


Shanxi
Taxus Pharmaceuticals Co., Ltd. (“Shanxi”) executed and delivered to Gene Biotherapeutics, Inc. (“Company”)
a Restructuring Plan Settlement Letter dated December 19, 2019 (“Letter Agreement”) pursuant to which Shanxi
agreed to cancel its $600,000 equity subscription with respect to the Company and treat the payment as an upfront license fee
on the Excellagen and Generx licenses described in the Letter Agreement.


 


Concurrently
herewith, Shanxi and Activation Therapeutics, Inc., a wholly-owned subsidiary of the Company (“Activation”),
are entering into a certain Tri-Party Excellagen Agreement with respect to Excellagen (the “Excellagen License Agreement”)
and Shanxi and Angionetics, Inc., a majority-owned subsidiary of the Company (“Angionetics”), are entering
into a certain Distribution and License Agreement with respect to Generx (the “Generx License Agreement and, together
with the Excellagen License Agreement, the “Definitive License Agreements”). To induce the Company to cause
Activation and Angionetics to enter the Definitive License Agreements, Shanxi for and on behalf of itself and its present or former
parents, subsidiaries, affiliates, officers, managers, members, successors and assigns (“Releasor Parties”)
hereby:


 


(a)
acknowledges, ratifies, reaffirms and confirms that any and all rights, agreements, arrangements or commitments of any kind or
character relating to the capital stock of the Company or any of its subsidiaries (including without limitation, Angionetics and
Activation) or obligating the Company or any of its subsidiaries (including, without limitation, Angionetics and Activation) to
issue or sell any shares of capital stock of, or any other interest in, the Company or such subsidiary, are terminated and cancelled
without any further force or effect; and


 


(b)
releases, remises, acquits and forever discharges the Company, Angionetics, Activation, their subsidiaries and affiliates and
each of their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners,
predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the
foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments,
executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or
unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature (the “Claims”), for or because
of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of
execution hereof, whether such Claims are matured or unmatured or known or unknown, excluding Claims arising out of a breach of
any representations warranties or covenants contained in the Definitive License Agreements.


 




    	 



     


    

 





It
is the intention of Shanxi that this letter agreement and the release set forth above shall constitute a full and final accord
and satisfaction of all Claims they may have or hereafter be deemed to have against the Released Parties as set forth herein.
In furtherance of this intention, Shanxi expressly waives any statutory or common law provision that would otherwise prevent the
release set forth above from extending to Claims that are not currently known or suspected to exist in any Releasor’s favor
at the time of executing this letter agreement and which, if known by Releasors or any of them, might have materially affected
the agreement set forth herein. In furtherance of this intention, Shanxi hereby expressly waives any and all rights and benefits
conferred upon you by Section 1542 of the California Civil Code, which provides:


 


A
general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her
favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with
the debtor or released party.


 


Shanxi
understands, acknowledges and agrees that (a) the release set forth above may be pleaded as a full and complete defense and may
be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted
in breach of the provisions of such release; (b) no fact, event, circumstance, evidence or transaction which could now be asserted
or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set
forth above; and (c) it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the
basis of any Claim waived, released and discharged by such Releasor Party in this letter agreement. If a Releasor Party or any
of its successors, assigns or other legal representatives violates the covenant set forth in above, Shanxi agrees to pay, in addition
to such other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred
by any Released Party as a result of such violation


 


[Remainder
of Page Intentionally Left Blank]


 




    	 



     


    

 


This
Reaffirmation and Ratification Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, administrators, executors, successors and assigns and shall be governed by and construed in accordance with the laws of
the State of New York. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original
signature hereto.


 








	 	Very
    truly yours,
	 	 
	 	SHANXI
    TAXUS PHARMACEUTICALS CO., LTD.
	 	 
	 	BY:	/s/
    Jiayue Zhang               
	 	NAME:	Jiayue
    Zhang
	 	TITLE:	Chairman
    and President


 


	 	Accepted
    and Agreed as of             , 2020:
	 	 
	 	GENE
    BIOTHERAPEUTICS, INC.
	 	 
	 	BY:	/s/
    Christopher Reinhard            
	 	NAME:	Christopher
    Reinhard
	 	TITLE
    :	Chief
    Executive Officer