Filed by sedaredgar.com - Acrongenomics Inc - Exhibit 10.1






Royalty Agreement

	 	(1) 	
      Molecular Vision Limited

	 	 	 
	 	(2) 	
      Acrongenomics Inc.



Dated                                 
2008

	 	Osborne Clarke 
	 	Apex Plaza 
	 	Forbury Road 
	 	Reading 
	 	RG1 1AX 
	 	Telephone +44 (0) 118 925 2000 
	 	Fax +44 (0) 118 925 2005 
	 	 
	 	JG/0926405/O5500222/TNP







Contents

	1. 	Definitions and
      interpretation 	- 1 - 
	2. 	Royalties 	- 3 - 
	3. 	Accounts 	- 5 - 
	4. 	Confidentiality 	- 5 - 
	5. 	Warranties 	- 6 - 
	6. 	Duration and termination 	- 6 - 
	7. 	Effects of termination
      	- 7 - 
	8. 	General 	- 7 - 
	9. 	Governing law
      and jurisdiction 	- 8 - 
	Exhibit A 	- 9 - 
	The Patent(s)
      	- 9 - 







- 1 -

This Agreement is made
on                                 
2008 (the "Effective Date") between:

Molecular Vision Limited
(registered in England under number 4292847) whose registered
 office is
at BioIncubator Unit, Bessemer Building, Prince Consort Road, London SW7 2BP

("Molecular Vision"); 

and

Acrongenomics Inc., a company
organized pursuant to the laws of the State of Nevada and 
having an office
at Fairfax House, 15 Fulwood Place, London WC1V 6AY United Kingdom

("Acrongenomics").

Background:

The parties entered into a letter agreement dated 19 August
2008 (the "Letter Agreement") relating to the termination of a previous
development agreement between the parties dated 23rd May 2007 (the
"Development Agreement"). Paragraph 5 of the Letter Agreement
contemplates payments by Molecular Vision to Acrongenomics respecting revenue
generated both from licenses and product sales related to technology developed
under the Development Agreement. This Agreement more fully sets out and
describes those rights and obligations.

It is agreed as follows:

	1. 	
      Definitions and interpretation

	 	 
	1.1 	
      In this Agreement, unless the context otherwise requires,
      the following definitions shall apply:

	 	 
		
      "Accounting Date" means the last day of each 3
      month period (the "Accounting Period"). The first Accounting Period
      shall commence on the the date of the first Commercial Sale.

	 	 
		
      "Agreement" means this agreement (including any
      exhibit or annexure to it and any document in agreed form).

	 	 
		
      "Combination Product" means a Product combined
      with any other product or service where a single price is charged for the
      Product and other product or service;

	 	 
		
      "Commercial Sale" means the sale, rental or lease
      by Molecular Vision or a Member to a third party excluding any sale,
      rental or lease of test or prototype Products or Products used in clinical
      trials;

	 	 
		
      "Diagnostic Products" means all medical
      diagnostics products or components falling within the claims of the
      Patents.

	 	 
		
      "Effective Date" means 19th August 2008.

	 	 
		
      "Group" means Molecular Vision together with any
      holding company or any parent company or any subsidiary or subsidiary
      undertaking of Molecular Vision or such companies as defined in sections
      736, 736A, 258 and 259 of the Companies Act 1985, and a "Member"
      means any one of the foregoing.

	 	 
		
      "Licensees" mean any third party from whom
      Molecular Vision or any Member receives royalties or other consideration
      related to the manufacture, use, sale, , rental, or lease of
    Products.







- 2 -

"Licensing Fees" means royalties
fees and other payments and consideration in any form received by a Member from
its Licensees (net of all tax and deductions) during the Term , , other than
consideration that falls into the following categories:

	 	(a) 	
      payments made to the Member to fund manufacturing,
      research or development of Products to the extent that such payments are
      used for such purposes;

	 	 	 
	 	(b) 	
      payments made to reimburse the Member for expenses
      incurred in the manufacture, research or development of Products;
    and

	 	 	 
	 	(c) 	
      payments made to reimburse the Member for payments made
      to Acrongenomics under this Agreement.

	 	 	 
	 	(d) 	
      "Net Sales Value" shall mean in respect of
      Commercial Sales of Product(s) the sum received from customers
  less:

	 	 	 
	 	(a) 	
      customary trade discounts and commissions;

	 	 	 
	 	(b) 	
      rebates paid to third parties;

	 	 	 
	 	(c) 	
      sales tariffs, duties and/or taxes imposed on sales of
      the Products;

	 	 	 
	 	(d) 	
      unrecovered outbound transportation and transportation
      insurance costs; and

	 	 	 
	 	(e) 	
      commissions paid to outside agents and
  resellers.



"Other Products" means products
or components other than Diagnostics Products within the claims of the
Patents

"Patent" means any patents
granted pursuant to the applications referenced in Exhibit "A" or granted
pursuant to any patent application subsequently filed that claims the same
priority date and includes any continuations, continuations in part, divisions,
substitutions, resuscitations, patents of additions, re-issues, renewals,
extensions and conformations of such patents and patent applications, and all
patents corresponding to any of the foregoing;

Products means Diagnostic
Products and Other Products.

"Technology" means the
compositions, processes, methods of use, products, software, services, devices,
components, and / or tools, or systems pertaining to the subject matter of the
Patents, and further includes all useful technical data, know-how and
information related thereto, which is in existence and known to Molecular Vision
as of the Effective Date;

"Term" means the period during
which this Agreement continues in force under s. 7.1.

"VAT" means value added tax as
provided under the VATA.

"VATA" means the Value Added Tax
Act 1994 and references to the VATA shall include all statutes, laws,
regulations, notices, directions or similar provisions, relating to value added
tax and any value added, turnover, sales, purchase or similar tax of the United
Kingdom or of any other jurisdiction and references to value added tax or to VAT
shall be construed accordingly.

"Year" means the period of
twelve months beginning on the Effective Date, each successive period of twelve
months during the Term and any shorter period to the date of termination of this
Agreement, and "Yearly" has a corresponding meaning.




- 3 -

	1.2 	
      In this Agreement, unless the context otherwise
      requires:

	 	 	 	 
		(a) 	
      words in the singular include the plural and vice versa
      and words in one gender include any other gender;

	 	 	 	 
		(b) 	
      a reference to a statute or statutory provision
      includes:

	 	 	 	 
			(i) 	
      any subordinate legislation (as defined in Section 21(1),
      Interpretation Act 1978) made under it;

	 	 	 	 
			(ii) 	
      any repealed statute or statutory provision which it
      re-enacts (with or without modification; and

	 	 	 	 
			(iii) 	
      any statute or statutory provision which modifies,
      consolidates, re-enacts or supersedes it;

	 	 	 	 
		(c) 	
      a reference to:

	 	 	 	 
			(i) 	
      any party includes its successors in title and permitted
      assigns;

	 	 	 	 
			(ii) 	
      sections and exhibits are to sections of and exhibits to
      this Agreement;

	 	 	 	 
		(d) 	
      the table of contents and headings are for convenience
      only and shall not affect the interpretation of this Agreement.

	 	 	 	 
	2. 	
      Royalties

	 	 	 	 
	2.1 	
      In consideration of Acrongenomics’ contributions under
      the Development Agreement and in lieu of certain rights granted to
      Acrongenomics under the Development Agreement, Molecular Vision shall,
      subject to the following provisions, pay to Acrongenomics:

	 	 	 	 
		(a) 	
      a royalty of 0.5% of Net Sales Value on all Diagnostics
      Products and a royalty of 0.3% of Net Sales Value on all Other Products
      (the "Product Royalty"); and

	 	 	 	 
		(b) 	
      5% of all Licensing Fees for Diagnostic Products and 3%
      of Licensing Fees for Other Products (the "Licensing Royalty", and
      together with the Product Royalty, the

	 	 	 	 
			
      "Royalties").

	 	 	 	 
	2.2 	
      If a Member receives any Licensing Fees in non-cash
      consideration this shall be shared with Acrongenomics in accordance with
      in clause 2.1 (b) above except where such non-cash cannot be transferred
      to Acrongenomics, Molecular Vision shall hold the proportion payable to
      Acrongenomics on trust pending its liquidation into cash.

	 	 	 	 
	2.3 	
      Within 60 days after each Accounting Date during the Term
      Molecular Vision shall send to Acrongenomics a statement
showing:

	 	 	 	 
		(a) 	
      the quantity of the Products sold by each Member during
      that Accounting Period, the total Net Sales Value of such Products, and
      the calculated amount of the Product Royalty payable under s.
    2.1(a);

	 	 	 	 
		(b) 	
      the total amount of Licensing Fees generated in respect
      of that Accounting Period and the calculated amount of the Licensing
      Royalty payable under s. 2.1(b)

	 	 	 	 
		
      (the "Royalty
Statement").







- 4 -

	2.4 	
      Molecular Vision shall pay all Royalties detailed in s.
      2.2 to Acrongenomics contemporaneously with delivery of each Royalty
      Statement.

	 	 	 
	2.5 	
      If any of the Patents lapses or is finally declared
      invalid by a tribunal or court of competent jurisdiction the Royalties
      payable under this Agreement shall, as from the date of that lapse or
      declaration or infringement, be reduced by an amount that is fair and
      reasonable in all the circumstances; provided that Acrongenomics shall be
      entitled to all Royalties which have then fallen due, whether paid or
      unpaid, at that date. If the challenged Patent is restored or subsequently
      becomes valid, those Royalties shall automatically become payable together
      with all Royalties which would have been payable but for that lapse or
      declaration.

	 	 	 
	2.6 	
      If the parties are unable to agree upon the amount of any
      reduction in Royalties under s. 2.5 within three (3) months after the date
      of the declaration referred to in that clause, either party shall be
      entitled to refer the matter for determination to an independent valuer
      agreed between the parties or, failing agreement within one month,
      nominated on the application of either party by the President for the time
      being of the Institute of Chartered Accountants in England and Wales; the
      decision of any such valuer (who shall act as an expert and not as an
      arbitrator) shall be final and binding on the parties, who shall bear his
      costs in equal shares.

	 	 	 
	2.7 	
      Where the parties refer the matter of Royalty reduction
      for determination to an independent valuer according to the provisions of
      s. 2.6, any subsequently determined reduction of the Royalties shall be
      retrospective to the date of such reference for determination and the
      difference between the Royalties paid and the sum of the reduced amount
      determined by the independent valuer shall be deductible by Molecular
      Vision from future Royalty payments.

	 	 	 
	2.8 	
      In the event that Molecular Vision pays a royalty for use
      of third party patents on arms length terms or other intellectual property
      which Molecular Vision reasonably needs to develop, produce, market or
      sell Products or to prevent the infringement of third party patents on
      arms length terms or other intellectual property related to Products
      ("Third Party Licenses"), and as a result thereof the royalties
      payable by Molecular Vision would exceed two-point-five percent (2.5%) of
      Net Sales (the "Royalty Stacking Limit") then the Product Royalty
      provided in s. 2.1(a) shall be reduced as far as is commercially possible
      to a point that the total royalties payable by Molecular Vision to
      Acrongenomics and/or such third parties do not exceed the Royalty Stacking
      Limit, provided that:

	 	 	 
		(a) 	
      Molecular Vision shall use commercially reasonable
      efforts to ensure that any royalty reduction necessary under this section
      is allocated between the Acrongenomics and such third party in an
      equitable manner; and

	 	 	 
		(b) 	
      under no circumstances shall the Product Royalty rate
      provided in s. 2.1(a) be reduced to less than one-half (1/2) of the amount
      otherwise determinable under that section.

	 	 	 
	2.9 	
      If a Product is sold as a Combination Product then the
      Net Sales Value shall be reduced determined by apportioning the price for
      the Combination Product between the Product component and the other
      components or services having regard, where possible, to the price of each
      component or service when sold as a stand-alone product or
  service.

	 	 	 
	2.10 	
      All royalties or other sums payable under this Agreement
      shall be paid by Molecular Vision, in pounds sterling. Where any Royalties
      are calculated in a currency other than sterling, they shall be converted
      into sterling by reference to the average of the relevant buying and
      selling rates of National Westminster Bank plc ruling in London on the
      last day of the Year to which they relate.







- 5 -

	2.11 	
      All sums payable under this Agreement shall be exclusive
      of VAT (if any). Where one party (the "supplier") makes or is
      deemed to make a supply to another party (the "recipient") for the
      purposes of VAT:

	 	 	 	 
		(a) 	
      the recipient shall pay VAT in addition to consideration
      hereunder (together with any penalty or interest chargeable on the
      supplier to the extent attributable to any act or omission by the
      recipient); and

	 	 	 	 
		(b) 	
      the supplier shall issue to the recipient a VAT
      invoice.

	 	 	 	 
		
      If any VAT is found to have been overpaid the supplier
      shall repay such VAT and issue to the recipient a VAT credit note (where
      by law it is required to do so).

	 	 
		
      All amounts due pursuant to this s. 2.11(a) shall be paid
      or repaid within five business days following the date of the demand. A
      demand shall be in writing and may be made at any time on or after the
      time of the supply but not later than the expiry of the time limit
      referred to in section 77(1)(a) VATA 1994 (Assessment: time limits and
      supplementary assessments).

	 	 	 	 
	3. 	
      Accounts

	 	 	 	 
	3.1 	
      Molecular Vision shall maintain at its principal office
      complete and accurate books of account and records showing its actions
      under this Agreement, including without limitation the information set
      forth in s. 2.2 hereof. Upon reasonable notice, such books and records
      shall at Acrongenomic's cost be open to inspection and copying no more
      than once a year during usual business hours, by Acrongenomics or its
      representative, for two (2) years after the Year to which they pertain,
      for purposes of verifying the accuracy of the amounts paid by Molecular
      Vision under this Agreement. In the event that any such inspection reveals
      an underpayment of five percent (5%) or more in the amount actually paid
      to Acrongenomics hereunder, Molecular Vision shall reimburse Acrongenomics
      for the cost of such inspection, and thereafter the limitation of one
      inspection per year shall be removed. Any inspections undertaken pursuant
      to this Section shall be subject to Article 4.

	 	 	 	 
	4. 	
      Confidentiality

	 	 	 	 
	4.1 	
      Neither party shall, at any time during the Term,
      disclose to any other person, or use for any purpose except as
      contemplated by this Agreement, any confidential information which has
      been disclosed by either party to the other under this Agreement, and each
      party shall use its best endeavours to keep that information confidential
      (whether it is marked as such or not), except as provided by clause
      4.2.

	 	 	 	 
	4.2 	
      Any information which is disclosed by either party to the
      other under this Agreement may be:

	 	 	 	 
		(a) 	
      to the extent required by law, disclosed by the receiving
      party to any person, governmental or other authority or regulatory
      body;

	 	 	 	 
		(b) 	
      disclosed by Molecular Vision to:

	 	 	 	 
			(i) 	
      any actual or potential investor in or licensee, customer
      or supplier of Molecular Vision, any other Member, or any person carrying
      out, manufacturing, research or development on the behalf of Molecular
      Vision or a Member; or

	 	 	 	 
			(ii) 	
      any employee of Molecular Vision, any other Member, or of
      any of the persons mentioned in s. 4.2(b)(i)
above;







- 6 -

to the extent necessary for the
purposes of the development, manufacture and sale of, and any other dealings in,
the Products, provided thatas a condition precedent to such disclosure,
Molecular Vision obtains valid and enforceable contractual obligations from such
proposed recipients that they will hold, keep, use and disclose such information
on the same terms and conditions as provided herein.

	 	(iii) 	; 



	 	(c) 	
      used by either party for any purpose, or disclosed by
      either party to any other person, to the extent only that any part of the
      information in question is at the date of this Agreement or at any time
      after that date through no fault of that party becomes public knowledge,
      provided that in doing so that party does not disclose any part of the
      information in question which is not public
knowledge.




	5. 	
      Warranties

	 	 	 
	5.1 	
      Each party warrants to the other that:

	 	 	 
		(a) 	
      it has the authority to enter into this
  Agreement;

	 	 	 
		(b) 	
      it is not aware of any third party rights which would
      prevent the exercise by either party any of the rights granted under this
      Agreement; and

	 	 	 
		(c) 	
      the execution of, and the performance of its obligations
      under, this Agreement require no governmental or other approvals or, if
      required, all such approvals have been obtained.

	 	 	 
	5.2 	
      In addition, Molecular Vision warrants to Acrongenomics
      that it shall use commercially reasonable efforts to maintain the Patents,
      develop and market Products and seek Licensees in commercially attractive
      territories covered by the Patents. To this end, at intervals no longer
      than every six (6) months during the Term, the board of Molecular Vision
      shall report in writing to Acrongenomics on progress made toward the
      objectives set forth in this s. 5.2.

	 	 	 
	6. 	
      Intellectual Property Rights

	 	 	 
	6.1 	
      All intellectual property rights in the Products and the
      rights to the Patents and the Technology shall continue to vest in
      Molecular Vision and its licensees.

	 	 	 
	6.2 	
      Acrongenomics hereby assigns to Molecular Vision all
      rights it may have, both registered and unregistered in the trademark
      "Bioled" and shall execute all documents and do all such things necessary
      to give effect to this clause.

	 	 	 
	7. 	
      Duration and termination

	 	 	 
	7.1 	
      This Agreement shall expire on:

	 	 	 
		(a) 	
      (a)          
      the expiration or invalidation of the last of the Patents;

	 	 	 
		
      unless sooner terminated upon the mutual written consent
      of the parties hereto or otherwise in accordance with this
    Agreement.

	 	 	 
	7.2 	
      Either party may terminate this Agreement immediately by
      giving written notice to the other if:







- 7 -

		(a) 	
      an encumbrancer takes possession, or a receiver is
      appointed, of any of the property or assets of the other; or

	 	 	 
		(b) 	
      the other party becomes subject to an administration
      order or makes any voluntary arrangement with its creditors (within the
      meaning of the Insolvency Act 1986); or

	 	 	 
		(c) 	
      either party goes into liquidation (except for the
      purposes of amalgamation or reconstruction and so that the resulting
      company effectively agrees to be bound by or assume the obligations
      imposed on that other party under this Agreement); or

	 	 	 
		(d) 	
      anything analogous to any event specified in sub-clauses
      (a), (b) or (c) above under the law of any foreign jurisdiction occurs in
      relation to the other party; or

	 	 	 
		(e) 	
      the other party ceases, or threatens to cease, to carry
      on business.

	 	 	 
	8. 	
      Effects of termination

	 	 	 
	8.1 	
      Upon the termination of this Agreement, except in respect
      of any accrued rights neither party shall be under any further obligation
      to the other under this Agreement.

	 	 	 
	8.2 	
      Termination of this Agreement shall not prejudice any
      other rights or remedies, whether in law or in equity, Acrongenomics may
      have as a result of any actions by Molecular Vision.

	 	 	 
	8.3 	
      The provisions of Article 4 Confidentiality shall
      continue in force, notwithstanding termination of this Agreement for any
      reason.

	 	 	 
	9. 	
      General

	 	 	 
	9.1 	
      Assignment: This Agreement and all rights and obligations
      hereunder may not be assigned or transferred by either party (other than
      to a Member or to an assignee of substantially all its assets or in the
      case of Molecular Vision to an assignee of the Patents) without the prior
      written consent of the other party, which consent shall not be
      unreasonably delayed or withheld. Any attempt to do so without consent
      shall be void.

	 	 	 
	9.2 	
      Variation: No purported variation of this Agreement shall
      be effective unless it is in writing and signed by or on behalf of each of
      the parties.

	 	 	 
	9.3 	
      Releases and waivers:

	 	 	 
		(a) 	
      Any party may, in whole or in part, release, compound,
      compromise, waive or postpone, in its absolute discretion, any liability
      owed to it or right granted to it in this Agreement by any other party or
      parties without in any way prejudicing or affecting its rights in respect
      of that or any other liability or right not so released, compounded,
      compromised, waived or postponed.

	 	 	 
		(b) 	
      No single or partial exercise, or failure or delay in
      exercising any right, power or remedy by any party shall constitute a
      waiver by that party of, or impair or preclude any further exercise of,
      that or any right, power or remedy arising under this Agreement or
      otherwise.

	 	 	 
	9.4 	
      No Partnership: Nothing in this Agreement shall create a
      partnership or joint venture between the parties and save as expressly
      provided in this Agreement neither party shall enter into or have
      authority to enter into any engagement or make any representation or
      warranty on behalf of or pledge the credit of or otherwise bind or oblige
      the other party.







- 8 -

	9.5 	
      Notices: Any notice required to be given under this
      Agreement, or in connection with the matters contemplated by it, shall
      (except where specifically provided otherwise) be in writing and
      personally delivered, sent by pre-paid first-class post or by fax. Such
      notice shall be deemed to have been given on delivery at the relevant
      address or, if sent by first-class pre- paid post, two business days (that
      is, any day which is not a Saturday, Sunday or public holiday in the place
      at or to which the notice is left or sent) after the date of posting, or
      if sent by fax, when despatched, subject to confirmation of uninterrupted
      transmission by a transmission report.

	 	 
	9.6 	
      Exclusion of third party rights: Unless expressly
      provided in this Agreement, no term of this Agreement is enforceable
      pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person
      who is not a party to it.

	 	 
	9.7 	
      Governing law and jurisdiction: English law shall apply
      to the whole of this Agreement, and each party agrees to submit to the
      exclusive jurisdiction of the English courts.



This Agreement has been signed with effect from the
Effective Date.

	Signed by <> 	) 
	for and on behalf of 	) 
	Molecular Vision Limited 	) 
	in the presence of: 	) 
	Signature of witness: 	  
	Name: 	  
	Address: 	  
	  	  
	Occupation: 	  
	  	  
	  	  
	Signed by <>	) 
	for and on behalf of 	) 
	Acrongenomics Inc. 	) 
	in the presence of: 	) 
	Signature of witness: 	  
	Name: 	  
	Address: 	  
	  	  
	Occupation: 	  






- 9 -

Exhibit A 

The Patent(s)

[Note to draft: Contents of this table to be cleaned up by
the parties. Details of each 
patent and patent application to be listed
individually.]

	GB0028482.8 	Polymer
      Detection System 	Nov-00
	Granted
      (UK, US, EU, 
	  	 
    	 
    	Japan
      & HK) 
	  	  	  	  
	GB0604799.7 	  	  	PCT Application 
	W02007/054710 	Microfluidic Device 	Nov-05 	Europe Application 
	EP 06808492.0 	 
    	 
    	 
    
	  	  	  	  
	GB0714341.5 	Optical Detection System 	Jul-07
    	GB
      Application 
	  	  	  	  
	GB0714340.7 	Optical Detection System 	Jul-07
    	GB
      Application 
	  	  	  	  
	GB0718011.0 	Non-conjugated polymer interlayered 	Sep-07 	GB Application 
	  	photovoltaic device 	 
    	 
    
	  	  	  	  
	GB0718010.2 	Conjugated polymer interlayered 	Sep-07 	GB Application 
	  	photovoltaic device 	 
    	 
    
	  	  	  	  
	1336089 / 	Detection System 	  	EP Application 
	010974483 	 
    	 
    	 
    
	  	  	  	  
	2369428 / 	Detection System 	  	GB Granted 
	0028482 	 
    	 
    	 
    
	  	  	  	  
	3990280 / 	Detection System 	  	JP Granted 
	02544636 	 
    	 
    	 
    
	  	  	  	  
	6995348 / 	Detection System 	  	US Granted 
	10/432296 	 
    	 
    	 
    
	  	  	  	  
	2002/42747 / 	Detection System 	  	WO continued in EP, JP, 
	GB01/04521 	 
    	 
    	US