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Re: HorizenBull post# 100515

Thursday, 12/16/2021 5:26:19 PM

Thursday, December 16, 2021 5:26:19 PM

Post# of 118358
Actually it is January 26, 2022.

My countdown numbers may be a few days off.

T-Minus 41

RGBP Current Status

One of two(2) things will happen:

1. RGBP will raise the 50 Million.

2. RGBP won't raise the 50 Million.

Other than as to confidentiality and good faith provisions of the LOI the parties agree that the LOI does not constitute a binding commitment by either party with respect to any transaction. The non-binding provisions of the LOI reflect only the parties’ current understanding of the contemplated transaction, and a binding contract will not exist between the Parties unless and until they sign and deliver a mutually acceptable definitive agreement. Other than to impose a duty to the parties to negotiate in good faith and to not disclose Confidential Information, no obligations of one party to the other or liability of any kind shall arise from executing this Letter or its taking or refraining from taking any actions relating to the proposed transaction.

Who are the Parties involved?

Proposal regarding contemplated acquisition of 95% of the share capital and voting power of Canary Oncoceutics, Inc (“Canary”) by Regen Biopharma, Inc. (“RGBP”) from Canary Oncoceutics Partners, LLC (“LLC”). RGBP, Canary, and LLC may be referred to as Party or collectively as Parties

What do RGBP propose to accomplish?

The management of the Company believes that the proposed acquisition of 95% of Canary would provide an opportunity for the Company to diversify its intellectual property portfolio beyond the development of therapeutics into the development of in vitro diagnostics specifically the development of complimentary functional precision medicine tests. In the event that intellectual property contemplated as being included in any definitive agreement can be successfully developed cancer patients could receive both a genetic test and a functional test. This combined test would provide their treating physician with information that will allow for the selection of the ideal drug/drug combination for each patient.

Some highlights from the “LOI”:

1. Definitions.
Net Sales shall be defined as the aggregate sum of all gross invoice prices of, plus the fair market the value of any non-cash consideration received from third party customers for Test Products or Test Services sold or leased by RGBP in the applicable territory, less (b) the aggregate sum of the following actual and customary deductions, where applicable and separately listed and in each case not otherwise reimbursed to the invoicing entity: (i) cash, trade, or quantity discounts; (ii) sales, use, VAT, tariff, import/export duties or other excise taxes imposed on particular sales (except for income taxes imposed on the sales of Test Product); (iii) transportation handling, or insurance charges; (iv) credits to customers because of billing errors, chargebacks, coupons, rebates, recalls, refunds, rejections, retroactive price adjustments, or returns; plus (v) any amounts invoiced that are not collected by RGBP after reasonable collection efforts subject to a cap of 3% of Net Sales.
Test Product shall be defined as a Patient-Derived Organoid on Vascular Net (PDOV) for a specific tumor type. For example, a colon tumor-derived PDOV is one Test Product, an ovarian tumor-derived PDOV is another Test Product.
Test Service shall be defined as any service performed by RGBP for the benefit of a third party that, in whole or in part, uses Test Product(s) or that practices or is enabled by a Test Product.

Territory shall be defined as Worldwide

3. Financing

No definitive agreement between the parties for the acquisition by RGBP of the Canary Controlling Interest shall close unless RGBP shall have raised the amount of $50,000,000 USD dedicated solely to the development and commercialization of Canary diagnostics and products (“Canary Funds”). The Canary Funds shall be deposited in a segregated account established solely for that purpose and disbursement of the Canary Funds shall be under the joint control of the Chairman and Chief Executive officer of RGBP and the Chief Executive Officer of Canary.

5. Term and Good Faith

(a) In consideration hereof and of the time and resources that RGBP will devote to the various investigations and reviews undertaken by RGBP, it is agreed by the Parties that Canary, LLC and each of their respective affiliates, directors, officers, employees, representatives and agents will not, directly or indirectly, solicit, initiate, enter into or continue any discussions or transactions with, or encourage, or provide any information to any person or entity with respect to any proposal pursuant to which (i) Canary would obtain any debt or equity capital or (ii) Canary would be acquired, whether through a purchase, acquisition, tender offer, consolidation or other business combination or (ii) either of Canary or LLC would enter into any transaction or arrangement or otherwise approve any transaction which would result in any third party acquiring any of the outstanding equity of Canary or (iii) Canary or LLC would license, sell or in any manner encumber any of the intellectual property of Canary between the date of execution by them of this LOI and the date ending 90 days thereafter ( “Term”).

(b) The Parties agree to negotiate in good faith to enter into a mutually acceptable definitive agreement with regard to the subject matter contemplated by this Letter until the completion of the Term (1/26/2022).

9. Intellectual Property

It is understood that the IP that will be licensed into Canary will originate from Cornell University and specifically from the laboratory of Dr. Shahin Rafii. The final IP will be included in the definitive agreement as an appendix. This IP allows for the creation of patient-derived tumor on vascular nets for in vitro testing of therapeutic agents.

Analysis and Thoughts:

The LOI is the ROADMAP to the Definitive Agreement. The LOI was probably negotiated over a period of several weeks and was probably in negotiations when RGBP provided a Scope of Work order to Biotech Research Group directing Biotech Research Group to perform an independent assessment of work conducted to date on behalf of the Company by the Company’s Contract Research Organization in order to assist the Company in determining what would be the most efficient actions to undertake in order to commercialize the Company’s NR2F6 intellectual property as well as assist the Company with regulatory strategy with regard to the Company’s NR2F6 intellectual property .

The LOI is very specific to what are each party’s rights and obligations. What is very encouraging is the detailed expected milestones, partnerships, FDA, EMA and PDMA approvals. Also the purchase price, fees, milestones payments are very precise as to the reason, time and amount.

One of the most intriguing and interesting pieces of the LOI is that the IP that will be licensed into Canary will originate from Cornell University and specifically from the laboratory of Dr. Shahin Rafii.

While there is no guarantee this will succeed, the LOI was well thought out, negotiated with precision and detail which suggests an increase probability of a successful Definitive Agreement.

If an agreement is reached, it will mean that the 50 million was raised, due diligence completed and RGBP will be off to the races.

We will only find out about it after it happens and there is a very, very strong possibility that the stock price makes a major move and people will be falling all over themselves chasing it.

The question is will it be before or after Christmas?