Caleco Pharma Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






LAB FACILITIES AND SERVICE AGREEMENT 

THIS AGREEMENT is dated for reference as of the
18th day of February, 2010 (the “Effective Date”). 

BETWEEN: 


  
    
      
        NATAC BIOTECH, S.L., a Spanish corporation
          having an address at Calle Ana de Austria, 28660 Boadilla del Monte,
          Madrid, Spain 

        (hereinafter called "Natac") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        CALECO PHARMA CORP., a Nevada corporation
          having an address at Suite 410 – 103 East Holly Street, National
          Bank Building, Bellingham, WA 98225. 

        (hereinafter called "Caleco") 

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.         Natac,
through its subsidiary Natac Research S.L., has entered into a formal
relationship with the Universidad Autónoma de Madrid (the “University”) in order
to carry out its research and development of health related products and to have
access to a laboratory facility located at the University (the “Laboratory
Facility”); 

B.         Natac wishes
to provide Caleco with research, development and marketing services for
pharmaceutical and health related products developed by, licensed to or
otherwise acquired by Caleco, and grant Caleco the right to access the
Laboratory Facility for customer visits and marketing purposes, provided that
there is no interruption in the normal course of business at the Laboratory
Facility; and 

C.         Caleco
wishes to retain Natac for the services and access to the Laboratory Facility on
the terms and conditions set out in this Agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the foregoing and of the sum of $10.00 paid by Caleco to Natac,
the receipt of which is hereby acknowledged, the parties hereto agree each with
the other as follows: 

1.       
 INTERPRETATION 

In this Agreement, the following words and phrases shall have
  the following meanings: 

“Laboratory Facility” means the laboratory facility
  set out in Schedule B of this Agreement. 

“Services” means those services set out in Schedule
  A of this Agreement. 

“Term” has the meaning set forth in section 5.1 of this
Agreement. 

“University” means the Universidad Autónoma de Madrid.





2.       
 PROCUREMENT OF SERVICES AND RENUMERATION 

2.1.       During the Term
of this Agreement, Natac shall provide Caleco with the Services and access to
the Laboratory Facility. 

2.2.       In consideration
of the Services and the Laboratory Facilities, Caleco shall pay Natac the
following fees: 

	 	(a) 	
      20,000 Euros (which amount has been paid on February 10,
      2010);

	 	 	 	 
	 	(b) 	
      issuance of a promissory note in the amount of 130,000
      Euros payable on or before March 19, 2010 (the “Closing Date”) (which
      promissory note has been issued on February 10, 2010);

	 	 	 	 
	 	(c) 	
      100,000 Euros on or before March 31, 2010, June 30, 2010,
      September 30, 2010 and December 31, 2010; and

	 	 	 	 
	 	(d) 	
      125,000 Euros on or before:

	 	 	 	 
	 		(i) 	
      March 31, 2011, June 30, 2011, September 30, 2011 and
      December 31, 2011; and

	 	 	 	 
	 		(ii) 	
      March 31, 2012, June 30, 2012, September 30, 2012 and
      December 31, 2012.



2.3.       In providing the
Services to Caleco and during the Term of the Agreement, Natac shall provide
Caleco with: 

	 	(a) 	
      the consulting services of Jose Carlos Quintela for up to
      40 hours per month;

	 	 	 
	 	(b) 	
      the consulting services of Antonio Delgado Romero for up
      to 40 hours per month;

	 	 	 
	 	(c) 	
      the annual consulting services of either two junior
      consultants or one senior consultant; and

	 	 	 
	 	(d) 	
      laboratory consumables up to 60,000 Euros per annum. The
      fees for the laboratory services are to be mutually agreed upon by the
      parties on a case-by- case basis.



             
  If any of the above services exceed the amounts set out above,
Caleco shall pay Natac within thirty days of such additional service being
provided to Caleco. Natac shall not be entitled to be paid for any additional
services that were not pre-approved by Caleco and the prices will be determined
on a case-bay-case basis. 

2.4.         Caleco
shall reimburse Natac for all pre-approved expenses incurred by Natac within
thirty days of receiving written documentation setting out the expense incurred
by Natac. In particular, travel expenses incurred in connection with Natac’s
Services will be reimbursed by Caleco and the parties hereby acknowledge that
plane tickets will always be in economy class, or its equivalent, except for
intercontinental travel by Antonio Delgado Romero and Jose Carlos Quintela which
will be business class, or its equivalent, Natac shall not be entitled to be
reimbursed by Caleco for any expenses that were not pre-approved by Caleco. 

2.5.         Notwithstanding
  the above, the parties hereby agree that the Services and the access to the
  Laboratory Facility shall not apply to the research and development of probiotics.
  The parties acknowledge that the research and development of probiotics is to
  be governed by a separate agreement. 




3.       
 COVENANTS, REPRESENTATIONS AND WARRANTIES 

3.1.       Natac covenants,
represents and warrants to the Caleco that: 

	 	(a) 	
      Natac is a corporation that is duly formed, organized,
      validly existing and in good standing under the laws of Spain;

	 	 	 
	 	(b) 	
      the execution and delivery of this Agreement by Natac has
      been duly authorized. The person executing this Agreement on behalf of the
      Natac has full and proper authorization to execute same, and this
      Agreement is the valid and binding agreement of Natac and is enforceable
      against Natac in accordance with its terms;

	 	 	 
	 	(c) 	
      the Services shall be performed and completed in a good
      and workmanlike manner;

	 	 	 
	 	(d) 	
      Natac and Natac’s employees and/or consultants assigned
      to perform the Services, have the requisite expertise and all rights,
      licenses, permits and consents necessary to perform the Services and that
      Natac and Natac’s employees and/or consultants are fully qualified and
      equipped to perform the Services;

	 	 	 
	 	(e) 	
      Natac has a right to access the Laboratory Facility
      pursuant to the terms of an agreement dated January 27, 2010 between Natac
      Research S.L. and the University;

	 	 	 
	 	(f) 	
      the description of the Laboratory Facility is as set out
      in Schedule B to this Agreement; and

	 	 	 
	 	(g) 	
      all necessary consents, approvals, authorizations of all
      government authorities and other persons or entitles required to be
      obtained by such party in connection with the Agreement have been
      obtained.



3.2.       Caleco covenants,
represents and warrants to the Natac that: 

	 	(a) 	
      Caleco is a corporation that is duly formed, organized,
      validly existing and in good standing under the laws of its jurisdiction
      of formation; and

	 	 	 
	 	(b) 	
      the execution and delivery of this Agreement by Caleco
      has been duly authorized. The person executing this Agreement on behalf of
      the Caleco has full and proper authorization to execute same, and this
      Agreement is the valid and binding agreement of Caleco and is enforceable
      against Caleco in accordance with its terms.



4.       
 CONDITIONS OF CLOSING 

4.1       All obligations of the
parties under this Agreement are subject to the fulfilment, at or prior to the
Closing Date, of the following conditions:

	 	(a) 	 The respective representations and warranties contained
        in this Agreement or other document delivered to any of the parties pursuant
        hereto shall be substantially true and correct as of the date hereof and
        as of the Closing Date with the same force and effect as though such representations
        and warranties had been made on and as of such date, regardless of the
        date as of which the information in this Agreement is given;








	 	(b) 	 Caleco and Natac shall complete the closing of a research
        and licensing agreement pursuant to which Caleco will acquire an exclusive
        license in North and South America to certain probiotic strains from breast
        milk, and developed for: (i) prevention or treatment of human mastitis;
        (ii) use as infant formula; (iii) treatment of human gastrointestinal
        disease; (iv) human immune stimulant activity; (v) animal nutritional
        improvements; and (vi) prevention or treatment of pig mastitis; and

	 	 	 
	 	(c) 	 Caleco and Natac shall complete the closing of an exclusive
        licensing agreement pursuant to which Caleco will acquire an exclusive
        license in North and South America to certain products, including, CRVO,
        AOF, AH-FLO, JHF, HGF and NB- VAL 40.



5.         TERM
AND TERMINATION 

5.1       The term of this
Agreement shall commence on March 19, 2010 (the “Closing Date”) and continue
until March 31, 2013 (the “Term”). 

5.2       This Agreement may
be terminated by either party in the event of a material breach of this
Agreement by the other party, including, but not limited to, Caleco’s failure to
pay Natac the amounts due under this Agreement, or Natac’s failure to provide
the Services or access to the Laboratory Facility to Caleco. Upon written notice
of a breach, each party will have thirty (30) days upon receipt of written
notice to cure the breach. 

6.         INDEPENDENT
  CONTRACTORS 

6.1       Natac and its
directors, officers, employees and any other persons providing the Services
under this Agreement are at all times independent contractors with respect to
Caleco. Persons provided by Natac to perform the Services shall not be deemed
employees of Caleco. Neither this Agreement nor the Services to be rendered
hereunder shall for any purpose whatsoever or in any way or manner create any
employer-employee relationship with Natac, its directors, officers, employees or
any persons providing the Services under this Agreement. 

7.         CONFIDENTIALITY


7.1       During the
performance of the Services contemplated by this Agreement, each party may learn
confidential, proprietary, and/or trade secretary information of the other party
(the “Confidential Information”). The party disclosing the Confidential
Information shall be referred to as the “Disclosing Party” and the party
receiving the Confidential Information shall be referred to as the “Receiving
Party”. 

7.2       Confidential
Information means any information, unknown to the general public, which is
disclosed or created by the Disclosing Party to the Receiving Party under this
Agreement. Confidential Information, includes without limitation, the terms set
forth in this Agreement, technical, trade secret, commercial and financial
information about either party’s: (i) research or development; (ii) marketing
plans or techniques, contracts, vendors or customers; (iii) organization of
operations; (iv) business development plans (ie. licensing, supply,
acquisitions, divestitures or combined marketing); (v) products, processes,
methodologies, licenses, trademarks, patents, other types of intellectual
property or any other contractual rights or interests (including without
limitation processes, procedures and business practices involving trade secrets
or special know-how). The Receiving Party shall not use or disclose the
Confidential Information from the Disclosing Party for any purpose other than in
furtherance of the Services and as specifically allowed by this Agreement. 




7.3       Upon the
expiration or termination of this Agreement, the Receiving Party shall return to
the Disclosing Party all tangible forms of Confidential Information, including
any and all copies and/or derivatives of Confidential Information made by either
party or their employees as well as any writings, drawings, specifications,
manuals or other printed or electronically stored material based on or derived
from the Confidential Information, except that the Receiving Party may retain
one copy for monitoring obligations hereunder. Any material or media not subject
to return must be destroyed. The Receiving Party shall not disclose to third
parties any of the Confidential Information or any reports, recommendations,
conclusions or other results of work under this Agreement without the prior
consent of an officer of the Disclosing Party. 

7.4       The obligations of
confidentiality and non-use set forth herein shall not apply to the following:
(i) the Confidential Information at or after such time that it is or becomes
publicly available through no fault of the Receiving Party; (ii) the
Confidential Information that is already independently known to the Receiving
Party as shown by prior written records; (iii) the Confidential Information at
or after such time that it is disclosed to the Receiving Party by a third party
with the legal right to do so; (iv) the Confidential Information is required to
be disclosed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934; or (v) the Confidential Information is required
to be disclosed pursuant to judicial process, court order or administrative
request, provided that the Receiving Party shall so notify the Disclosing Party
sufficiently prior to disclosing such Confidential Information as to permit the
Disclosing Party to seek a protective order. 

8.         ASSIGNMENT


8.1       Caleco shall not
assign its rights and obligations under this Agreement without Natac’s prior
written consent. Any refusal by Natac of an assignment will not be considered
unreasonable if the transaction that is the subject of the refusal is in
accordance with internationally accepted standards for providing the Services
and the Laboratory Facility. 

8.2       Natac shall not
assign its rights and obligations under this Agreement without Caleco’s prior
written consent. Any refusal by Caleco of an assignment will not be considered
unreasonable if the transaction that is the subject of the refusal is in
accordance with internationally accepted standards for providing the Services
and the Laboratory Facility.

8.3       The assigning
party shall provide the other party with prompt written notice of any such
assignment. Any permitted assignee shall assume all obligations of its assignor
under this Agreement, and no permitted assignment shall relieve the assignor
from liability hereunder. Any attempted assignment in contravention of the
foregoing shall be void. 

9.         INDEMNIFICATION


9.1       Natac shall
indemnify and hold Caleco, its officers, directors, agents and employees
harmless from and defend them against any and all third party liabilities,
losses, proceedings, suits, actions, damages, claims or expenses of any kind,
including court costs and reasonable attorney’s fees which are caused by: (i)
any negligent or willful acts or omissions of Natac, its officers, directors,
agents or employees; and (ii) any material breach of this Agreement by Natac,
its officers, directors, agents or employees. 

9.2       Caleco shall indemnify
and hold Natac, its officers, directors, agents and employees harmless from and
defend them against any and all third party liabilities, losses, proceedings,
suits, actions, damages, claims or expenses of any kind, including court costs
and reasonable attorney’s fees which are caused by: (i) any negligent or willful
acts or omissions of Caleco, its officers, directors, agents or employees; and
(ii) any material breach of this Agreement by Caleco, its officers, directors,
agents or employees. 




9.3       In no event shall
either party to this Agreement be liable to the other (including its officers,
directors, employees and/or agents) for any indirect, special, incidental or
consequential damages whatsoever, including, without limitation, damages in the
nature of lost profits or business interruption, whether arising in contract
(including fundamental breach), tort (including negligence) or otherwise, even
if the other party was advised of the possibility of such damages, or whether
such damages were foreseeable. 

10.       USE OF
NAME 

10.1     Caleco shall not use the name of
Natac, or any products or services connected with Natac, the University or any
of their consultants in any public or private announcements without the prior
written consent of Natac, except for such disclosure that Caleco is required to
file with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934. 

11.       GENERAL
PROVISIONS 

11.1     Time shall be of the essence of
this Agreement. 

11.2     This Agreement contains the whole
agreement between the parties hereto in respect of the Agreement and there are
no warranties, representations, terms, conditions or collateral agreements
expressed, implied or statutory, other than as expressly set forth in this
Agreement. 

11.3     This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

11.4     Any notice to be given under this
Agreement shall be duly and properly given if made in writing and delivered or
telecopied to the addressee at the address as set out on page one of this
Agreement. Any notice given as aforesaid shall be deemed to have been given or
made on, if delivered, the date on which it was delivered or, if telecopied, on
the next business day after it was telecopied. Any party hereto may change its
address for notice from time to time by providing notice of such change to the
other parties hereto in accordance with the foregoing. 

11.5     This Agreement shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Nevada. 

11.6     Any dispute, controversy or claim
arising out of or in connection with this Agreement, or the breach, termination
or invalidity thereof, the parties renounce expressly to any other applicable
jurisdiction, and submit to arbitration of law before the International Chamber
of Commerce of Paris. Any matter presented for arbitration will be settled by
arbitration proceedings conducted by one arbitrator. The decision of the
arbitrator as to any matter in dispute under this Agreement will be binding and
conclusive upon the parties. The decision of the arbitrators will be rendered in
writing and will include the basis for the decision. Execution of the judgment
upon any award rendered by the arbitrator may be entered in any court having
jurisdiction 

- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK -





11.7     This Agreement may be executed in
one or more counter-parts, each of which so executed shall constitute an
original and all of which together shall constitute one and the same agreement.


IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

NATAC BIOTECH S.L. 

/s/ Jose Carlos Quintela

  _______________________________
By Its Authorized Signatory 


CALECO PHARMA CORP. 

/s/ John Boschert

_______________________________
By Its Authorized Signatory 




Schedule A 

Description of Services 

	A. 	
      Commercial and Marketing
Services




	1. 	
      Marketing advice on (i) launching new products and (ii)
      preparing presentations to proposed and current customers.

	 	 
	2. 	
      Support and advice on strategic marketing for the both
      Caleco and Caleco’s products.




	B. 	
      Technical Services




	1. 	
      Technical advice in the planning and execution of
      research projects of natural products.

	 	 
	2. 	
      Advice and management on research projects.

	 	 
	3. 	
      Assistance in developing the (i) optimization of new
      extraction processes and (ii) enrichment of extractive fractions with
      certain bioactive compounds.

	 	 
	4. 	
      Management and/or expertise in the scaling process of new
      products.

	 	 
	5. 	
      Development of new analytical methods for the
      standardization of natural extracts in new active and/or quality
      markers.

	 	 
	6. 	
      Validation of analytical methods.

	 	 
	7. 	
      Management and/or advice on the design and implementation
      of preclinical and clinical trials to demonstrate efficacy. The costs of
      these tests shall be borned by Caleco.

	 	 
	8. 	
      Preparation of technical dossiers of natural
    products.

	 	 
	9. 	
      Preparation of expert reports of quality, safety and
      efficacy of products.

	 	 
	10. 	
      Regulatory support for the legal positioning of the
      products in Europe.

	 	 
	11. 	
      Support for public outreach projects in collaboration
      with Natac.

	 	 
	12. 	
      Technical advice, marketing and commercial development of
      Caleco’s strategic plan.







Schedule B 

Description of Laboratory 

The Laboratory Facilities consist of 1,200 square meters and
contain the following equipment and technologies:

	-	
      Laboratory and pilot scale plants of supercritical fluid
      technology with pure CO2 or modifiers. 

	 	 
	-	
      Pilot plant of overheated fluid extraction. 

	 	 
	-	
      Pilot plant for fractioning and purification of active
      compounds with pharmaceutical and physiological activity. 

	 	 
	-	
      Reactors in sub and supercritical media. 

	 	 
	-	
      Pilot plant fractionation membranes (ultra filtration,
      reverse osmosis). 

	 	 
	-	
      Molecular distillation. 

	 	 
	-	
      Chemical and enzymatic reactors in lab and pilot scale.
      

	 	 
	-	
      Chromatographic techniques. 

	 	 
	-	
      Mass spectrometry. 

	 	 
	-	
      P-2 laboratory. 

	 	 
	-	
      Molecular biology laboratory.