Filed by Automated Filing Services Inc. (604) 609-0244 - Upstream Biosciences Inc. - Exhibit 10.27






MATERIALS TRANSFER AGREEMENT

THIS AGREEMENT dated 13 November, 2007 is made by and between
UPSTREAM BIOSCIENCES INC. (“Upstream”) and MAKERERE UNIVERSITY,
FACULTY OF VETERINARY MEDICINE (“Makerere”) represented by Prof.
DAVID KABASA and DR. ENOCK MATOVU, DR. JOHN ENYARU
(collectively, the “Scientists”).

Upstream hereby agrees to provide Makerere with certain the
materials and know-how listed in Schedule A hereto (collectively, the
“Materials”) for use in connection with the research activities described
in Schedule B hereto (“Research”) on the following terms and
conditions:

	1. 	
      Scientists. The Research will be conducted by the
      Scientists in accordance with the terms of the Services Agreement between
      Upstream and Makerere dated 13 November, 2007 (the “Services
      Agreement”).

	 	 	 
	2. 	
      Proprietary Rights. The Materials are proprietary
      to Upstream. Upstream will be free, in its sole discretion, to distribute
      the Materials to others and to use them for its own purposes. Neither
      Makerere nor any Scientist will have any rights in any of the Materials
      except as provided in this Agreement.

	 	 	 
	3. 	
      Restrictions on Use.

	 	 	 
		(a) 	
      Makerere and the Scientists will use the Materials solely
      in connection with the Research and for no other purpose, including any
      other form of research or any commercial product or process development
      effort, unless specifically provided for in a separate written agreement
      between the parties. Neither the Material nor any biological materials
      treated therewith will be used in human beings.

	 	 	 
		(b) 	
      Neither the Scientists nor Makerere will distribute,
      release, or in any way disclose the Materials to any person or entity,
      other than to laboratory personnel under the direct supervision of one or
      more of the Scientists. The Scientists and Makerere will ensure that no
      other person takes or sends any of the Materials to any other location
      without the prior written permission of Upstream.

	 	 	 
	4. 	
      Limited License.

	 	 	 
		(a) 	
      This Agreement and the resulting transfer of Materials
      constitute a limited license to the Scientists and Makerere to use the
      Materials solely for purposes of conducting the Research.

	 	 	 
		(b) 	
      Except as specifically provided in this Section, nothing
      in this Agreement will be deemed to grant to Makerere or any of the
      Scientists any license or rights under any Upstream patents or patent
      applications or any rights to use the Materials for any products or
      processes for profit-making or for any commercial purposes.

	 	 	 
		(c) 	
      Neither Makerere nor any of the Scientists will, or will
      attempt to, reverse engineer any of the Materials or create any derivative
      works therefrom, nor will Makerere or any of the Scientists conduct any
      structural analysis or compound modification with respect to the
      Materials, except as specifically requested by Upstream.

	 	 	 
		(d) 	
      The transfer of Materials and Information (defined below)
      hereunder in no way obliges Upstream to grant any such rights to Makerere.
      Upstream has no obligation to negotiate a further agreement with or to
      retain the services of Makerere, in any manner whatsoever other than for
      carrying out the Research as specifically described in Schedule
  B.







- 2 -

	5. 	
      Non-Disclosure.

	 	 	 	 
		(a) 	
      All information provided by Upstream related to the
      Materials, all of the Research conducted by Makerere and the Scientists,
      the evaluation and analysis of the Materials and the data generated by
      Makerere and the Scientists in connection therewith (collectively, the
      “Information”) is confidential information of Upstream and will be
      held in strict confidence by Makerere. Except as otherwise permitted by
      this Agreement, neither Makerere (including its employees and agents) nor
      the Scientists will disclose, use, publish or make available all or any
      portion of the Information to any other person, firm or corporation
      without the prior written consent of Upstream.

	 	 	 	 
		(b) 	
      Makerere will use the Information only for the purposes
      of conducting the Research and will communicate the Information only to
      the Scientists and such of its employees and agents as are required by
      their duties to have knowledge of the Information for the Purpose, on the
      condition that each such person:

	 	 	 	 
			(i) 	
      is informed that the Information is the confidential
      information of Upstream and is subject to the provisions of this
      Agreement; and

	 	 	 	 
			(ii) 	
      agrees not to disclose the Information to any person,
      firm or corporation other than Upstream or to use such Information in any
      way not expressly permitted by this Agreement.

	 	 	 	 
		(c) 	
      The obligations of confidentiality, non-disclosure and
      non-use in this Agreement will continue unless or until the Information
      falls within the exceptions set out in Section 7. Notwithstanding the
      foregoing, Makerere will have the right to disclose Information to the
      extent required by law or an order of a court of competent jurisdiction,
      provided that Makerere furnishes Upstream with prior written notice of the
      proposed disclosure of the Information sufficiently in advance of the
      proposed disclosure so as to provide Upstream with a reasonable
      opportunity to prevent the disclosure the Information through the
      obtaining of a protective judicial order for the Information or any other
      means; and provided further that Makerere makes any such required
      disclosures in consultation with Upstream.

	 	 	 	 
	6. 	
      Storage. Without in any way limiting its
      obligations under Section 5, Makerere must retain all Information (defined
      below) and Materials in a secure place with access thereto limited to
      those persons who are specifically authorized to have access under this
      Agreement.

	 	 	 	 
	7. 	
      Exceptions. Makerere will not have any obligations
      with respect to any Information disclosed by Makerere that:

	 	 	 	 
		(a) 	
      at the time of disclosure, is already available or known
      to the public;

	 	 	 	 
		(b) 	
      after disclosure, becomes available or known to the
      public through no fault of Makerere, its employees or agents or the
      Scientists;

	 	 	 	 
		(c) 	
      is in the possession of Makerere at the time disclosure
      is made under this Agreement by Upstream, and such possession is
      documented by written evidence; or

	 	 	 	 
		(d) 	
      is received from a third party having the right to
      disclose same.

	 	 	 	 
	8. 	
      Duty to Inform. If Makerere becomes aware or has
      knowledge of any unauthorized use or disclosure of any Information, then
      it must promptly notify Upstream of such unauthorized use or disclosure
      and take all reasonable steps to assist Upstream in attempting to minimize
      any potential or actual damages or losses that may result from such
      unauthorized disclosure.

	 	 	 	 
	9. 	
      Return or Destruction of Materials and Information.
      Immediately upon request from Upstream or completion of the Research,
      whichever is sooner, Makerere must:







- 3 -

		(a) 	
      return all unused Materials to Upsteam; and

	 	 	 
		(b) 	
      destroy or at Upstream’s option, return to Upstream, any
      remaining Materials and return all of the Information, including all
      reproductions and copies thereof and delete all references thereto stored
      in electronic form.

	 	 	 
	10. 	
      Reporting. Makerere will disclose to Upstream, in
      confidence, all results of the Research and any other evaluation and
      analysis of the Materials that Makerere or the Scientists perform in order
      to effectively carry out Makerere’s obligations under this Agreement.
      Recipient further agrees to promptly disclose the results of the Research
      and its other evaluation and analysis to Upstream on an ongoing basis
      under this Agreement and to deliver a final written report summarizing
      data generated during the Research and its other evaluation and analysis
      to Upstream within 30 days following completion of the Research.

	 	 	 
	11. 	
      Publication. If some or all of the Scientists wish
      to publish any results from the Research in a non-commercial scientific
      publication, then Makerere must provide Upstream with a copy of any
      manuscript or abstract disclosing such Research results no less than 60
      days before submission thereof to a publisher or to any third party, and
      before any public disclosure, for the purpose of protecting the Materials
      and any proprietary and intellectual property of Upstream that might be
      disclosed by such publication or disclosure. If publication or disclosure
      comes about, Makerere will have the right to acknowledge the Scientists,
      as academically and scientifically appropriate, based on their direct
      contribution to the Research.

	 	 	 
	12. 	
      No Warranty. The Materials are experimental in
      nature and they are provided ON AN “AS-IS” BASIS WITHOUT WARRANTY OR
      CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR
      CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UPSTREAM
      MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIALS WILL NOT
      INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT OF A THIRD PARTY.

	 	 	 
	13. 	
      Limitation on Liability. In no event will Upstream
      be liable for loss, claim, damage or liability of any kind resulting from
      or relating to the use of the Materials by Makerere or the Scientists,
      whether resulting from the Research or the use, handling or storage of the
      Material, or otherwise.

	 	 	 
	14. 	
      Applicable Law. Makerere and the Scientists will
      use the Materials in compliance with all laws, governmental regulations
      and guidelines applicable to the Materials and the Research.

	 	 	 
	15. 	
      No Assignment by Makerere. Makerere has no right
      to assign or transfer all or any part of this Agreement, whether by
      operation of law or otherwise, without the prior written consent of
      Upstream.

	 	 	 
	16. 	
      Governing Law. This Agreement will be governed by
      and construed in accordance with the laws of the Province of British
      Columbia and the federal laws of Canada applicable therein, without regard
      to conflict of laws. Each party hereby irrevocably submits to the
      exclusive jurisdiction of the courts of British Columbia with respect to
      any recourse that it may want to exercise relating to the interpretation
      or enforcement of any provisions of this Agreement, except that either
      party will have the right to seek injunctive relief in any court of
      competent jurisdiction.

	 	 	 
	17. 	
      Successors; Number. This Agreement will be binding
      upon and inure to the benefit of the parties and their respective
      successors and permitted assigns and will be read with all changes in
      number and gender as may be required by the context.

	 	 	 
	18. 	
      Survival. No termination of this Agreement will
      affect the rights or obligations of either party that have accrued prior
      to the effective date of such termination. The provisions of Sections 2,
      3, 5, 8, 9, 12, 13 and 16 and of this Section will survive termination of
      this Agreement.








- 4 -

	19.	Counterpart. This Agreement may be executed
        in counterpart and such counterparts together will constitute a single
        instrument. Delivery of an executed counterpart of this Agreement by electronic
        means, including by facsimile transmission or by electronic delivery in
        portable document format (“.pdf”), will be equally effective
        as delivery of a manually executed counterpart hereof. The parties acknowledge
        and agree that in any legal proceedings between them respecting or in
        any way relating to this Agreement, each waives the right to raise any
        defence based on the execution hereof in counterparts or the delivery
        of such executed counterparts by electronic means.



IN WITNESS WHEREOF, the parties have signed this Agreement with
effect from the date first set forth on page one.

	Makerere University, Faculty of
      Veterinary 	 	Upstream Biosciences Inc.
  
	Medicine 	 	Suite 100 - 570 West 7th Avenue

	P. O. Box 7062 Kampala 	 	Vancouver, BC V5Z 4S6 
	  	 	 
	  	 	Per: 	 

	Per: 	 
	 		Authorized Signatory Seal 
	  	 	 	 
		 	 	 
	                   	Authorized Signatory 	 	 	 
	                   	Prof. DAVID KABASA, Dean
      of faculty 	 		Print Name and Title 
	 	 	 	 	 
	 	 
	 	 	 

	DR. ENOCK MATOVU
    	 	DR. JOHN ENYARU
  







SCHEDULE A 

MATERIALS

<>




SCHEDULE B 

DESCRIPTION OF RESEARCH

The Research consists of those services described in Schedule A
– Test Specification and Requirements, dated October 23, 2007, to the Services
Agreement.