Filed by sedaredgar.com - Upstream Biosciences Inc. - Exhibit 10.19






UPSTREAM BIOSCIENCES INC.

Audit Committee Charter

	I. 	Purpose of Audit Committee of Upstream
      Biosciences Inc. (the “Corporation”) 


The purpose of the Audit Committee (the “Committee”) is to:

	 	1. 	
      Assist the Board of Directors of the Corporation (the
      “Board”) in fulfilling its oversight responsibilities relating
  to:

	 	 	 	 
	 		(a) 	
      the quality and integrity of the Corporation’s financial
      statements, financial reporting process and systems of internal controls
      and disclosure controls regarding risk management, finance, accounting,
      and legal and regulatory compliance;

	 	 	 	 
	 		(b) 	
      the independence and qualifications of the Corporation’s
      independent accountants and review of the audit efforts of the
      Corporation’s independent accountants and internal auditing department;
      and

	 	 	 	 
	 		(c) 	
      the development and implementation of policies and
      processes regarding corporate governance matters.

	 	 	 	 
	 	2. 	
      Provide an open avenue of communication between the
      internal auditing department, the independent accountants, the
      Corporation’s financial and senior management and the Board.

	 	 	 	 
	 	3. 	
      Prepare the report required to be prepared by the
      Committee pursuant to the rules of the Securities and Exchange Commission
      (the “SEC”) for inclusion in the Corporation’s annual proxy
    statement.



The Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section VII below of this Audit
Committee Charter (this “Charter”).

While the Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Committee to plan or conduct
audits, or to determine that the Corporation’s financial statements are complete
and accurate or are in accordance with generally accepted accounting principles,
accounting standards, or applicable laws and regulations. This is the
responsibility of management of the Corporation, the Corporation’s internal
auditing department and the Corporation’s independent accountants. Because the
primary function of the Committee is oversight, the Committee shall be entitled
to rely on the expertise, skills and knowledge of management, the internal
auditing department, and the Corporation’s independent accountants and the
integrity and accuracy of information provided to the Committee by such persons
in carrying out its oversight responsibilities. Nothing in this Charter is
intended to change the responsibilities of management and the independent
accountants.




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	II. 	Composition 


The Committee shall be composed of at least one director and if
the Corporation has independent board members, the majority of whom shall, in
the judgment of the Board, meet (i) the independence requirements of Rule 10A-3
of the Securities Exchange Act of 1934 (the "1934 Act") and any other rules and
regulations promulgated by the SEC thereunder; (ii) the independence
requirements of the rules of any stock exchange upon which the Company’s
securities are listed (the "Exchange Rules") for audit committee members as in
effect from time to time. One or more members of the Committee shall be, in the
judgment of the Board, an "audit committee financial expert," as such term is
defined in Rule 309 of the 1934 Act and the rules and regulations promulgated by
the SEC thereunder, and be able to read and understand fundamental financial
statements, including the Corporation's balance sheet, income statement, and
cash flow statement as required by the Exchange Rules.

	III. 	Authority 


The Committee shall have the authority to (i) retain (at the
Corporation’s expense) its own legal counsel, accountants and other consultants
that the Committee believes, in its sole discretion, are needed to carry out its
duties and responsibilities; (ii) conduct investigations that it believes, in
its sole discretion, are necessary to carry out its responsibilities; and (iii)
take whatever actions that it deems appropriate to foster an internal culture
that is committed to maintaining quality financial reporting, sound business
risk practices and ethical behaviour within the Corporation. In addition, the
Committee shall have the authority to request any officer, director or employee
of the Corporation, the Corporation’s outside legal counsel and the independent
accountants to meet with the Committee and any of its advisors and to respond to
their inquiries. The Committee shall have full access to the books, records and
facilities of the Corporation in carrying out its responsibilities. Finally, the
Board shall adopt resolutions which provide for appropriate funding, as
determined by the Committee, for (i) services provided by the independent
accountants in rendering or issuing an audit report, (ii) services provided by
any adviser employed by the Committee which it believes, in its sole discretion,
are needed to carry out its duties and responsibilities, or (iii) ordinary
administrative expenses of the Committee that are necessary or appropriate in
carrying out its duties and responsibilities.

The Committee, in its capacity as a committee of the Board, is
directly responsible for the appointment, compensation, retention and oversight
of the work of the independent accountants engaged (including resolution of
disagreements between the Corporation’s management and the independent
accountants regarding financial reporting) for the purpose of preparing and
issuing an audit report or performing other audit, review or attest services for
the Corporation.

The independent accountants shall submit to the Corporation
annually a formal written statement delineating all relationships between the
independent accountants and the Corporation and its subsidiaries, addressing the
non-audit services provided to the Corporation or its subsidiaries and the
matters set forth in Independence Standards Board Standard No. 1.

The independent accountants shall submit to the Corporation
annually a formal written statement of the fees billed for each of the following
categories of services rendered by the independent accountants: (i) the audit of
the Corporation’s annual financial statements for the most recent 




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fiscal year and any reviews of the financial statements; (ii)
information technology consulting services for the most recent fiscal year, in
the aggregate and by each service (and separately identifying fees for such
services relating to financial information systems design and implementation);
and (iii) all other services rendered by the independent accountants for the
most recent fiscal years, in the aggregate and by each service.

	IV. 	Appointing Members 


The members of the Committee shall be appointed or re-appointed
by the Board on an annual basis. Each member of the Committee shall continue to
be a member thereof until such member’s successor is appointed, unless such
member shall resign or be removed by the Board or such member shall cease to be
a director of the Corporation. Where a vacancy occurs at any time in the
membership of the Committee, it may be filled by the Board and shall be filled
by the Board if the membership of the Committee is less than three directors as
a result of the vacancy or the Committee no longer has a member who is an “audit
committee financial expert” as a result of the vacancy.

	V. 	Chairperson 


The Board, or in the event of its failure to do so, the members
of the Committee, must appoint a chairperson from the members of the Committee
(the “Chairperson”). If the Chairperson of the Committee is not present at any
meeting of the Committee, an acting Chairperson for the meeting shall be chosen
by majority vote of the Committee from among the members present. In the case of
a deadlock on any matter or vote, the Chairperson shall refer the matter to the
Board. The Committee shall also appoint a secretary who need not be a director.
All requests for information from the Corporation or the independent accountants
shall be made through the Chairperson.

	VI. 	Meetings 


The time and place of meetings of the Committee and the
procedure at such meetings shall be determined from time to time by the members
thereof provided that:

	 	1. 	
      A quorum for meetings shall be two members, present in
      person or by telephone or other telecommunication device that permit all
      persons participating in the meeting to speak and hear each
  other.

	 	 	 
	 	2. 	
      The Committee shall meet at least quarterly (or more
      frequently as circumstances dictate).

	 	 	 
	 	3. 	
      Notice of the time and place of every meeting shall be
      given in writing or facsimile communication to each member of the
      Committee and the external auditors of the Corporation at least 48 hours
      prior to the time of such meeting.



While the Committee is expected to communicate regularly with
management, the Committee shall exercise a high degree of independence in
establishing its meeting agenda and in carrying out its responsibilities. The
Committee shall submit the minutes of all meetings of the Committee to, or
discuss the matters discussed at each Committee meeting with, the Board.




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	VII. 	Specific Duties 


In meeting its responsibilities, the Committee is expected
to:

	 	1. 	
      Select the independent accountants, considering
      independence and effectiveness, approve all audit and non-audit services
      in advance of the provision of such services and the fees and other
      compensation to be paid to the independent accountants, and oversee the
      services rendered by the independent accountants (including the resolution
      of disagreements between management and the independent accountants
      regarding preparation of financial statements) for the purpose of
      preparing or issuing an audit report or related work, and the independent
      accountants shall report directly to the Committee.

	 	 	 	 
	 	2. 	
      Review the performance of the independent accountants,
      including the lead partner of the independent accountants, and, in its
      sole discretion, approve any proposed discharge of the independent
      accountants when circumstances warrant, and appoint any new independent
      accountants.

	 	 	 	 
	 	3. 	
      Periodically review and discuss with the independent
      accountants all significant relationships the independent accountants have
      with the Corporation to determine the independence of the independent
      accountants, including a review of service fees for audit and non-audit
      services.

	 	 	 	 
	 	4. 	
      Inquire of management and the independent accountants and
      evaluate the effectiveness of the Corporation's process for assessing
      significant risks or exposures and the steps management has taken to
      monitor, control and minimize such risks to the Corporation. Obtain
      annually, in writing, the letters of the independent accountants as to the
      adequacy of such controls.

	 	 	 	 
	 	5. 	
      Consider, in consultation with the independent
      accountants, the audit scope and plan of the independent
    accountants.

	 	 	 	 
	 	6. 	
      Review with the independent accountants the coordination
      of audit effort to assure completeness of coverage, and the effective use
      of audit resources.

	 	 	 	 
	 	7. 	
      Consider and review with the independent accountants, out
      of the presence of management:

	 	 	 	 
	 		(a) 	
      the adequacy of the Corporation's internal controls and
      disclosure controls including the adequacy of computerized information
      systems and security;

	 	 	 	 
	 		(b) 	
      the truthfulness and accuracy of the Corporation's
      financial statements; and

	 	 	 	 
	 		(c) 	
      any related significant findings and recommendations of
      the independent accountants together with management's responses
      thereto.







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	 	8. 	
      Following completion of the annual audit, review with
      management and the independent accountants:

	 	 	 	 
	 		(a) 	
      the Corporation's annual financial statements and related
      footnotes;

	 	 	 	 
	 		(b) 	
      the independent accountants' audit of the financial
      statements and the report thereon;

	 	 	 	 
	 		(c) 	
      any significant changes required in the independent
      accountants' audit plan; and

	 	 	 	 
	 		(d) 	
      other matters related to the conduct of the audit which
      are to be communicated to the committee under generally accepted auditing
      standards.

	 	 	 	 
	 	9. 	
      Following completion of the annual audit, review
      separately with each of management and the independent accountants any
      significant difficulties encountered during the course of the audit,
      including any restrictions on the scope of work or access to required
      information.

	 	 	 	 
	 	10. 	
      Establish regular and separate systems of reporting to
      the Committee by each of management and the independent accountants
      regarding any significant judgments made in management's preparation of
      the financial statements and the view of each as to appropriateness of
      such judgments.

	 	 	 	 
	 	11. 	
      In consultation with the independent accountants, review
      any significant disagreement among management and the independent
      accountants in connection with the preparation of the financial
      statements, including management's responses.

	 	 	 	 
	 	12. 	
      Consider and review with management:

	 	 	 	 
	 		(a) 	
      significant findings during the year and management's
      responses thereto; and

	 	 	 	 
	 		(b) 	
      any changes required in the planned scope of their audit
      plan.

	 	 	 	 
	 	13. 	
      Review filings with the SEC and other regulatory
      authorities having jurisdiction and other published documents containing
      the Corporation's financial statements, including any certification,
      report, opinion or review rendered by the independent accountants, or any
      press releases announcing earnings (especially the use of "pro forma" or
      "adjusted" information not prepared in compliance with generally accepted
      accounting principles) and all financial information and earnings guidance
      intended to be provided to analysts and the public or to rating agencies,
      and consider whether the information contained in these documents is
      consistent with the information contained in the financial
    statements.







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	 	14. 	
      Prepare and include in the Corporation's annual proxy
      statement or other filings of the SEC and other regulatory authorities
      having jurisdiction any report from the Committee or other disclosures as
      required by applicable laws and regulations.

	 	 	 
	 	15. 	
      Review with management the adequacy of the insurance and
      fidelity bond coverages, reported contingent liabilities, and management's
      assessment of contingency planning. Review management's plans regarding
      any changes in accounting practices or policies and the financial impact
      of such changes, any major areas in management's judgment that have a
      significant effect upon the financial statements of the Corporation, and
      any litigation or claim, including tax assessments, that could have a
      material effect upon the financial position or operating results of the
      Corporation.

	 	 	 
	 	16. 	
      Review with management and the independent accountants
      each annual, quarterly and other periodic report prior to its filing with
      the SEC or other regulators or prior to the release of earnings.

	 	 	 
	 	17. 	
      Review policies and procedures with respect to officers'
      expense accounts and perquisites, including their use of corporate assets,
      and consider the results of any review of these areas by the independent
      accountants.

	 	 	 
	 	18. 	
      Establish, review and update periodically a Code of
      Ethics and Business Conduct for employees, officers and directors of the
      Corporation and ensure that management has established a system to enforce
      this Code of Ethics and Business Conduct.

	 	 	 
	 	19. 	
      Review management's monitoring of the Corporation's
      compliance with the Corporation's Code of Ethics and Business
    Conduct.

	 	 	 
	 	20. 	
      Review, with the Corporation's counsel, any legal, tax or
      regulatory matter that may have a material impact on the Corporation's
      financial statements, operations, related Corporation compliance policies,
      and programs and reports received from regulators.

	 	 	 
	 	21. 	
      Evaluate and review with management the Corporation's
      guidelines and policies governing the process of risk assessment and risk
      management.

	 	 	 
	 	22. 	
      Consider questions of possible conflicts of interest of
      Board members and of the corporate officers and approve in advance all
      related party transactions.

	 	 	 
	 	23. 	
      Provide advice on changes in Board
compensation.

	 	 	 
	 	24. 	
      Meet with the independent accountants and management in
      separate executive sessions to discuss any matters that the Committee or
      these groups believe should be discussed privately with the
    Committee.

	 	 	 
	 	25. 	
      Report Committee actions to the Board with such
      recommendations as the Committee may deem
appropriate.







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	 	26. 	
      Maintain, review and update the procedures for (i) the
      receipt, retention and treatment of complaints received by the Corporation
      regarding accounting, internal accounting controls or auditing matters and
      (ii) the confidential, anonymous submission by employees of the
      Corporation of concerns regarding questionable accounting or auditing
      matters, as set forth in Annex A attached to this
Charter.

	 	 	 
	 	27. 	
      Review and update this Charter periodically and recommend
      any proposed changes to the Board for approval, in accordance with the
      requirements of the 1934 Act and Exchange Rules.

	 	 	 
	 	28. 	
      Perform such other functions consistent with this
      Charter, the Corporation's Bylaws and governing law, as the Committee
      deems necessary or appropriate.








	ANNEX A 
	PROCEDURES FOR THE SUBMISSION OF 
	COMPLAINTS AND CONCERNS REGARDING 
	ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR 
	AUDITING MATTERS 



	1. 	
      Upstream Biosciences Inc. (the “Corporation”) has
      designated its Audit Committee of its Board of Directors (the “Committee”)
      to be responsible for administering these procedures for the receipt,
      retention, and treatment of complaints received by the Corporation or the
      Committee directly regarding accounting, internal accounting controls, or
      auditing matters.

	 	 
	2. 	
      Any employee of the Corporation may on a confidential and
      anonymous basis submit concerns regarding questionable accounting controls
      or auditing matters to the Committee by setting forth such concerns in a
      letter addressed directly to the Committee with a legend on the envelope
      such as “Confidential” or “To be opened by Committee only”. If an employee
      would like to discuss the matter directly with a member of the Committee,
      the employee should include a return telephone number in his or her
      submission to the Committee at which he or she can be contacted. All
      submissions by letter to the Committee can be sent
to:




	 	Upstream Biosciences Inc. 
	 	c/o Audit Committee 
	 	Attn: Chairperson 
	 	Suite 200-1892 West Broadway 
	 	Vancouver, British Columbia 
	 	Canada V6J 1Y9 



	3. 	
      Any complaints received by the Corporation that are
      submitted as set forth herein will be forwarded directly to the Committee
      and will be treated as confidential if so indicated.

	 	 
	4. 	
      At each meeting of the Committee, or any special meetings
      called by the Chairperson of the Committee, the members of the Committee
      will review and consider any complaints or concerns submitted by employees
      as set forth herein and take any action it deems necessary in order to
      respond thereto.

	 	 
	5. 	
      All complaints and concerns submitted as set forth herein
      will be retained by the Committee for a period of seven (7)
  years.