A5 Laboratories Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






Agreement 

CONFIDENTIAL 

Agreement between A5 Laboratories Inc.
and Zabolotny

Institute of Microbiology for production
of interferon based 

products







This agreement (the “Agreement”) sets out the principal
terms and conditions upon which Zabolotny Institute of Microbiology
(“Zabolotny”) is willing to enter into an exclusive `commercial
relationship with A5 Laboratories Inc. (“A5 Labs”) with respect to
production of interferon products using A5 Labs production technology.

Each of A5 Labs and Zabolotny may be referred to as a
“party” or collectively as the “parties”. The parties agree as
follows: 

	1. 	Product(s) 	Natural source interferon-based
      products 
	  	  	  
	2. 	Zabolotny’s Responsibilities 	Notwithstanding any specific
      obligations set out in this Letter, in general terms Zabolotny will:
  



	 	(a) 	
      be responsible for production of interferon based-
      products;

	 	 	 
	 	(b) 	
      Laboratory scale production of bovine or porcine
      interferon;




	 	1. 	
      For technology development and refinement of 1 liter
      interferon (approximately 50000 doses):



- interferon of porcine

  - interferon of bovine

	 	2. 	
      If necessary, by transfer of know-how interferon can be
      elaborated in Canada or other countries.




	 	(c) 	
      Scale up production of bovine and porcine
    interferon;

	 	 	 
	 	(d) 	
      other responsibilities as may be added by
  mutual consent of the parties. 








	3. 	A5 Labs’ 	Notwithstanding any specific
      obligations set out in this 
	  	Responsibilities 	Letter, in general terms A5 Labs
      will: 



	 	(a) 	
      be responsible for providing the technology for the
      production of natural source interferon;

	 	 	 
	 	(b) 	
      Provide necessary financing for the development,
      registration and marketing of interferon products in the
  Territory;

	 	 	 
	 	(c) 	
      promote and market the Products in the
  territory;

	 	 	 
	 	(d) 	
      other responsibilities as may be added by mutual consent
      of the parties.




	4. 	Termination 	Standard termination provisions
      including: 



	 	(a) 	
      mutual consent;

	 	 	 
	 	(b) 	
      the insolvency of either party; or

	 	 	 
	 	(c) 	
      breach of this Letter or
warranties.




	5. 	Pricing 	
      Pricing policies and strategies for the products shall be
      made jointly by both of the parties. 

	  	  	
       

	6. 	Confidentiality 	
      The parties agree that this Letter and its contents are
      confidential and further agree that neither party shall disclose this
      Letter’s existence or content to anyone except for Zabolotny and/or A5
      Labs’s Board of Director or their necessary advisors and as required by
      securities regulation. Any public communication with respect to this
      Letter must be approved by both parties. 

	 	 	
       

	7. 	Governing Law 	
      Canada and Ukraine. 



Zabolotny Institute of microbiology 



	/s/Acad. V. S. Pidgorskii 	 
	Prof Dr. Acad. V. S. Pidgorskii 	 
	 	 


  “I have authority to bind the
corporation.” 



* * * * * 


Acceptance: 
I hereby accept the terms and conditions of
this Agreement on behalf of A5 Labs Inc.

	Per: 	/s/ Richard Azani	 
	  	Dr. Richard Azani 	 
	  	President & CEOA5 LABS Labs
      Inc. 	 


“I have authority to bind the
corporation