Item
1.01 Entry into a Material Definitive Agreement.
On
April 7, 2021 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Oncology Pharma,
Inc. (“Licensee”) whereby Regen granted to Licensee an exclusive right and license for the development and commercialization
of certain intellectual property ( “License IP”) for the treatment in humans of pancreatic cancer for a term of fifteen
years from April 7, 2021.
The
License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce
an immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is
recognized by the immune system.
As
consideration to Regen for the rights and license granted pursuant to the Agreement Licensee shall:
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(a)
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pay
to Regen a nonrefundable fee of $55,000 no later than April 20,2021
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(b)
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pay
to Regen royalties equal to five percent (5%) of the Net Sales as Net Sales are defined
in the Agreement of any Licensed Products in a quarter.
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(c)
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pay
to Regen ten percent (10%) of all consideration (in the case of in-kind consideration,
at fair market value as monetary consideration) received by Licensee from sublicensees,
excluding royalties from sublicensees based on Net Sales of any Licensed Products for
which Regen receives payment
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Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered
by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment,
machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the
U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.
In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective
date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement
, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
On
April 7, 2021 KCL Therapeutics, Inc. (“KCL”) entered into an agreement (“Agreement”) with Oncology Pharma,
Inc. (“Licensee”) whereby KCL granted to Licensee an exclusive right and license for the development and commercialization
of certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen
years from April 7, 2021.
As
consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:
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(a)
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pay
to KCL a nonrefundable fee of Fifty Thousand common shares of Oncology Pharma, Inc. no
later than April 20,2021
|
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(b)
|
pay
to KCL royalties equal to five percent (5%) of the Net Sales as Net Sales are defined
in the Agreement of any Licensed Products in a quarter.
|
|
(c)
|
pay
to KCL ten percent (10%) of all consideration (in the case of in-kind consideration,
at fair market value as monetary consideration) received by Licensee from sublicensees,
excluding royalties from sublicensees based on Net Sales of any Licensed Products for
which KCL receives payment
|
Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered
by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment,
machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the
U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.
In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective
date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
KCL
Therapeutics, Inc. is a wholly owned subsidiary of Regen Biopharma, Inc.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement
, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.
Item
9.01 Exhibits