EXHIBIT
10.1


AMENDMENT
OF AGREEMENT ( “AMENDMENT”)


Whereas:


On
December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma,
Inc. (“Regen”) entered into an agreement (“Agreement”) the text of which is included as Exhibit A


 


Whereas:



No actions were taken by either of Zander, KCL or Regen to return 194,285,714 shares of the Series A Preferred stock of Regen
(“Conversion Shares”) acquired by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible
note payable issued by Regen to Zander.


Whereas:


Neither
Zander, KCL or Regen wish for the Conversion Shares to be returned


All
of Zander, KCL and Regen agree that the Agreement shall be amended retroactive to the effective date of the


 


THEREFORE
THE AGREEMENT IS AMENDED AS FOLLOWS:


		(1)	All
                                         of Zander, KCL and Regen agree that Sections 1, 2, 3,4,5, and6 of the Agreement shall
                                         be terminated retroactive to the effective date of the Agreement



		(2)	All
                                         of Zander, KCL and Regen agree that Paragraph A below shall constitute the sole terms
                                         and conditions of the Agreement effective retroactively to the effective date of the
                                         Agreement



PARAGRAPH
A:


As
of December 16, 2019 all principal and accrued interest payable by Regen to Zander resulting from Promissory Notes issued by Regen
to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between
Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right
and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary
therapeutic use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen,
KCL and Zander on December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen
under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License
Agreement with respect thereto


(3)



a)
Zander is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation
and has the requisite corporate power and authority to enter into and perform its obligations under this Amendment 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 Amendment by Zander does not and shall not constitute Zander’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 Zander is a party, or by which Zander is or may be bound.


Regen
and KCL jointly and severally represent to Zander:


a)
Both of Regen and KCL are corporations duly organized, validly existing and in good standing under the laws of the state of their
respective incorporation and each has the requisite corporate power and authority to enter into and perform its obligations under
this Amendment 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 Amendment by either Regen or KCL Zander does not and shall not constitute either
Regen or KCL’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 either Regen or KCL is a party, or by which either Regen or KCL is or may be bound.


(3)
       This Amendment constitutes a final written expression of all the terms of the Amendment
between the parties hereto regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes
all prior and contemporaneous Amendments, understandings, and representations between the parties hereto. This Amendment may be
altered or modified only in writing signed by the Parties hereto 


(4)
All questions concerning the construction, validity, enforcement and interpretation of this Amendment 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 Amendment,
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.


IN
WITNESS WHEREOF, the parties have hereunto executed this Amendment on the 15th day of April, 2021.


	Regen
    BioPharma, Inc.:
	Signature:

        By:
        /s/David Koos

	Its: CEO 
	Signature
    and Date: April 15, 2021
	 

        KCL
        Therapeutics, Inc.

	Signature:

        By:
        /s/David Koos

	Its:  CEO

        Signature
        and Date: April 15, 2021



 


Zander
Therapeutics, Inc.


	Signature:

        By:
        /s/David Koos

	Its:  CEO


Signature
and Date: April 15, 2021



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Exhibit
A


Agreement
by and between Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen BioPharma,
Inc. (“Regen”) as of December 16, 2019. For purposes of this Agreement Regen and KCL may be also referred to singularly
or collectively as “Licensor”. For purposes of this Agreement Regen, KCL and Zander may be collectively referred to
as the “Parties” or individually as a “Party”. The effective date of this Agreement is December 16, 2019.


WHEREAS:


On
June 23, 2015 Zander and Regen have entered into an agreement, as amended(“License Agreement”) whereby Regen granted
to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property
controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years.


On
December 17, 2018 Regen, KCL and Zander entered into a License Assignment And Consent agreement whereby Regen transferred and
assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties
and obligations thereunder and be bound to the terms of the License Agreement with respect thereto. KCL is a wholly owned subsidiary
of Regen and Regen acknowledges that Regen will benefit from any payments made to KCL.


Pursuant
to the License Agreement, Zander is obligated to pay Licensor an annual non-refundable payment of one hundred thousand US dollars
($100,000) on each anniversary of the effective date of the License Agreement and Zander is obligated to pay Licensor minimum
annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the effective date of the License
Agreement. Collectively, minimum annual payments due by Zander to the Licensor pursuant to the License Agreement equal $110,000
USD per annum (“License Agreement Payments”).


As
of the date of this Agreement, Zander has failed to pay $42,000 USD of the License Agreement Payments due and payable by June
2019.


On
September 30, 2018 Regen issued a convertible promissory note in the principal amount of $350,000 USD (“Convertible Note”)
to Zander for cash payments paid by Zander to Regen equaling $350,000 USD. A onetime interest charge of 10% of the principal amount
shall be applied to the principal amount of the Convertible Note (“Convertible Note One Time Charge”). On June 27,
2019 Zander converted $340,000 of the principal amount of the Convertible Note into 194,285,714 shares of the Series A Preferred
stock of Regen (“Conversion Shares”).


As
of the date of this Agreement, exclusive of amounts due to Zander pursuant to the Convertible Note, Zander is owed by Regen the
principal amount of $75,900 USD resulting from Notes Payable issued by Regen to Zander (“Regen Notes”) and Zander
is owed $4,328 USD resulting from interest accrued but unpaid on the Regen Notes (“Accrued Interest”).


THEREFORE,
IT IS AGREED AS FOLLOWS:


	 	1.	On
    or before December 20, 2019 Zander shall return the Conversion Shares to Regen for cancellation (“Rescission”)
    and upon Rescission the parties agree that the original principal balance of the Convertible Note of $350,000 USD shall become
    a liability of Regen to Zander. Rescission shall be deemed to have occurred upon the date of submission to Regen by Zander
    of the Conversion Shares along with written instructions by Zander directing Regen and/or Regen’s Transfer Agent to
    cancel the Conversion Shares (“Return Date”). Subsequent to the Rescission the principal Balance of $350,000 USD
    shall no longer be convertible into equity securities of Regen and shall be applied to Annual License Agreement Payments in
    accordance with Section 3 of this Agreement.


 


	 	2.	As
    of a result of the Rescission, as of the Return Date Regen shall owe Zander the aggregate amount of $465,228 (“Aggregate
    Debt”) consisting of the following:


 


	Principal
    Balance of Convertible Note	 	 $           350,000 USD	 	 
	Convertible
    Note One Time Charge	 	 $             35,000 USD	 	 
	Regen
    Notes	 	 $             75,900 USD	 	 
	Accrued
    Interest	 	$                 4,328 USD	 	 
	 Total	 $465,228 USD	 	 	 
	 	 	 	 	 	 	 


 


	 	3.	The
    Aggregate Debt shall be applied to Annual License Agreement Payments as follows :


 


	 	2019	 	 	$42,000 USD	 
	 	2020	 	 	$110,000 USD	 
	 	2021	 	 	$110,000 USD	 
	 	2022	 	 	$110,000 USD	 
	 	2023	 	 	$93,228 USD	 
	 	Total
    $465,228 USD	 	 	 	 	 


 


Application
of portions of the Aggregate Debt towards the satisfaction of Annual License Agreement Payments that have not yet come due shall
be considered by the Parties to be prepayment of such Annual License Agreement Payments and shall bear no interest from the effective
date of this Agreement except in accordance with Section 5 of this Agreement.


	 	4.	In the event that
    for any reason other than as a result of deliberate action by either of:


 


	 	(a)	Regen


 


	 	(b)	a subsidiary ( wholly
    or partially owned) of Regen


 


	 	(c)	an agent of Regen


 


	 	(d)	KCL


 


	 	(e)	a subsidiary ( wholly
    or partially owned) of KCL


 


	 	(f)	an
    agent of KCL


Zander’s
rights or privileges pursuant to the License Agreement are diminished or impaired then, upon written demand by Zander, Regen and
KCL shall become jointly and severally liable to Zander for an amount in cash equal to that portion of the Aggregate Debt which
constitutes prepayments of License Agreement Payments which have not yet become due. Payment pursuant to this Section 4 shall
be made within ten days of written demand by Zander.


	 	5.	In the event that
    as a result of deliberate action by either of:


 


	 	(a)	Regen


 


	 	(b)	a
    subsidiary ( wholly or partially owned) of Regen


 


	 	(c)	an
    agent of Regen


 


	 	(d)	KCL


 


	 	(e)	a subsidiary ( wholly
    or partially owned) of KCL


 


	 	(f)	an
    agent of KCL


Zander’s
rights or privileges pursuant to the License Agreement are diminished or impaired then, upon written demand by Zander, Regen and
KCL shall become jointly and severally liable to Zander for an amount in cash equal to the sum of:


	 	(a)	the total Aggregate
    Debt of $465,228USD


 


	 	(b)	simple interest on
    the Aggregate Debt of 10% per annum to be calculated from the effective date of this Agreement to the date of actual payment
    pursuant to this Section 5


 


	 	(c)	a
    penalty payment of $ $150,000 USD.


Payment
pursuant to this Section 5 shall be made within ten days of written demand by Zander.


	 	6.	If
    any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent
    jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to
    persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force
    and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of
    the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination,
    the Parties hereto shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision
    to affect the original intent of the Parties.


 


	 	7.	Zander represents
    to Regen and KCL that:


 


a)
Zander is a corporation duly organized, validly existing and in good standing under the laws of the state of 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 Zander does not and shall not constitute Zander’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 Zander is a party, or by which Zander is or may be bound. 


	 	8.	Regen
    and KCL jointly and severally represent to Zander:


 


a)
Both of Regen and KCL are corporations duly organized, validly existing and in good standing under the laws of the state of their
respective incorporation and each 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 either Regen or KCL Zander does not and shall not constitute either
Regen or KCL’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 either Regen or KCL is a party, or by which either Regen or KCL is or may be bound.


	 	9.	This
    Agreement constitutes a final written expression of all the terms of the Agreement between the Parties hereto regarding the
    subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous
    Agreements, understandings, and representations between the Parties hereto. This Agreement may be altered or modified only
    in writing signed by the Parties hereto.


 


	 	10.	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.


 


IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 16th day of December, 2019.


	Regen
    BioPharma, Inc.:	Zander
    Therapeutics, Inc.
	Signature:
                                                          /s/ David Koos

        By:
        David R. Koos
	Signature:
                                                          /s/ David Koos

        By:
        David R. Koos

	Its:  Chairman
    & CEO	Its:  Chairman
    & CEO
	Signature
    and Date: December 16, 2019	Signature
    and Date: December 16, 2019
	KCL
    Therapeutics, Inc.	 
	Signature:
                                                          /s/ David Koos

        By:
        David R. Koos
	 
	Its:  Chairman
    & CEO	 
	Signature
    and Date: December 16, 2019	 






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