EXHIBIT 10.15
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "Memorandum") constitutes a statement of
the mutual understanding between the following parties:
ALTAIR NANOMATERIALS, INC having an office at 000 Xxxxxx Xxx, Xxxx, XX 00000
(hereinafter referred to as "Altair"); and
Hosokawa Nano Particle Technology Center (USA) an unincorporated division of
Hosokawa Micron International Inc., having an office at 00 Xxxxxxx Xxxx, Xxxxxx,
XX 00000 (hereinafter referred to "Hosokawa").
The parties are hereinafter referred to singularly as a "Party," and
collectively as the "Parties," as the context requires.
This Memorandum describes certain efforts to be undertaken by the Parties in
exploring the possibility of their collaboration for the purpose of:
o developing and using their combined technical advantage to secure
a commercial position in the developing technologies and markets
that utilize nano materials (defined as materials that average 100
nm or less in diameter) in the electrodes of electrochemical
devices including batteries, capacitors, and supercapacitors, and,
o strengthening the technical and market position of the Parties by
combining technological and financial strengths, and existing
manufacturing capabilities as they apply to enhanced nano sized
anode and cathode materials made or proposed to be made by Altair
and treated or coated by Xxxxxxxx and,
o exploring and utilizing funding of development work and
commercialization activities including erection of dedicated
facilities to supply commercial quantities of treated or coated
nano sized cathode and anode materials for use in electrochemical
devices.
Except for the initial test of the combined technologies as described in item
one (1) below, neither party shall be bound or restricted by any provision of
this Memorandum with respect to the negotiation of a further definitive
agreement, nor shall either Party have any obligation to enter into a definitive
agreement with respect to the matters described herein. Binding commitments
between the Parties with respect to licenses or commercial relationships
described in sections 6 and 7 will result only from the execution of one or more
binding, definitive agreements mutually acceptable to both parties, and will be
subject to the conditions expressed therein, as well as the due diligence
investigation of each Party, the receipt of all necessary governmental,
regulatory and financing approvals, and compliance with the legal requirements
of applicable jurisdictions.
Xxxxxx owns machinery and equipment with capability and intellectual property
including patents and patent applications to manufacture nano-sized
electrochemical cathode and anode materials including, but not limited to,
LiTi4O12, LiMnO2, and LiCoO2. Xxxxxxxx owns machinery and equipment with
capability and intellectual property to apply particle coatings including, but
not limited to, conductive graphite and carbon black to nano-sized
electrochemical cathode and anode materials of the types manufactured by Altair.
Based on the foregoing, the Parties acknowledge and agree as follows:
1. The Parties agree to fund a test of the performance of Xxxxxx's
nano-sized Li4Ti5O12 coated by Xxxxxxxx at two density levels with acetylene
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black (to be provided by Xxxxxx) in Rutgers University's proprietary assymetric
hybrid supercapacitor prototype. The initial screening test of just two
densities (which will be performed by Rutgers University ("Rutgers") at no
charge to the Parties) will be followed by an optimization study using 3
commercial nano-sized carbon sources and applied at two density levels and 3
weight percentages of carbon coating (hereafter referred to as the "Initial
Study") provided
a. the Parties mutually agree that the performance of the first
two carbon coated materials sufficiently demonstrates the
merit of funding continuing studies;
b. A contract is negotiated by and among Xxxxxx, Xxxxxxxx and
Rutgers, which provides for the protection of all the
publication rights and IP interests of Xxxxxx and Xxxxxxxx to
their mutual satisfaction; and,
c. Cost of this Initial Study to be paid to Rutgers for making
prototype batteries and testing in total will not be in
excess of $20,000 to be shared equally by Xxxxxx and
Xxxxxxxx. Both Parties will bear their own expenses for
materials preparation, witnessing of tests, publication costs
and other expenses associated with the initial screening test
and Initial Study.
2. The Parties intend to explore and exploit means of funding the testing
of additional materials prepared by the Parties and/or alternate
battery configurations including but not limited to proprietary systems
used by Rutgers, Xoliox/Ntera (now HPL) and Yardley Technical products
and other commercial battery manufacturers. Such funding may be in the
form of US Government grants or other sources of funding mutually
acceptable to the Parties.
3. Any intellectual property utilized or developed by the Parties in the
course of the Initial Study or any continuation, extension, expansion
or development thereof shall be owned in accordance with the following:
a) IP related to manufacturing methods for making nanomaterials owned
by Xxxxxx and optimized for carbon coating shall remain the property of
Altair; b) IP related to carbon coatings owned by Xxxxxxxx and
optimized for treatment of nanomaterials supplied by Altair shall
remain the property of Hosokawa; and c) new IP derived from the joint
work effort shall be owned jointly by both Parties.
4. The term of this Memorandum shall continue through January 1, 2005
unless earlier terminated as provided in section 5. The Parties agree
to work together during the term of this Memorandum to commercialize
applications that the Parties agree in writing are meritorious using
their combined technologies related to coated nanomaterials of the type
manufactured by Altair and coated by Hosokawa. During the term of this
Memorandum neither Party will undertake any project based upon or
reasonably deemed to be competitive with, the efforts of the Parties in
performing the Initial Study and follow on work anticipated by this
agreement..
5. Either Party may terminate this Memorandum if that Party determines, in
its sole discretion, that meritorious applications of the combined
technologies cannot be identified. Termination of this Memorandum will
become effective 60 days after notice of termination is provided by the
terminating Party. The termination of this Memorandum will not
interfere with completion of other contracts or agreements that may
have been entered into by the Parties prior to its termination.
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6. Commercialization efforts may include preparation of materials, market
introductions, and either or both Parties entering into contracts and
subcontracts to best meet the needs of the new electrochemical device
markets as they develop. In developing commercial application, as
provided for above, it is understood that Altair will initially
manufacture electrochemically active materials in their own
manufacturing facilities and Hosokawa will apply coatings in their or
related party manufacturing facilities for products to be delivered to
third party customers under appropriate agreements.
7. If the Parties agree that the volume of materials required by the
market is sufficient to warrant the construction of a research,
development and production facility, the Parties will evaluate the
prospects of developing a jointly-owned facility with each Party
providing IP as required via licensing or cross-licensing arrangements,
providing equity capital or equipment (to the extent determined by the
providing Party) and arranging necessary debt financing to build and
operate facilities to manufacture and provide materials to the
electrochemical device industry as it develops. Such facilities may be
operated by either Party, may be owned by an entity or enterprise owned
by the Parties or may include additional partners or equity holders.
8. During the term of this Memorandum neither Party will enter into
discussions or negotiations with third parties regarding exclusive
licensing of the Party's technology for the purpose of making or
selling carbon coated nano-sized electrochemical grade anode or cathode
materials which are provided by a Party for the activities described in
sections 1 and 4 without first notifying the other Party and providing
the other Party a reasonable time period to initiate good faith
negotiations regarding alterations to the arrangement contemplated by
this Memorandum.
9. As stated in the preamble of this Memorandum, the parties recognize
that they may be unable to agree on appropriate license fees, equitable
evaluations of IP, or other considerations considered herein, and,
except as expressly set forth in this Memorandum, neither Party is
obligated to the other in any form if the Parties do not agree on
definitive terms and agreements.
10. Attached hereto as exhibit 1 is a mutual confidentiality and
non-disclosure agreement that shall be executed by the Parties
simultaneous with the execution of this Memorandum and which shall be
governed by its own terms and not by those of this Memorandum. The
Parties agree that this Memorandum will not come into effect should the
Parties fail to execute the mutual confidentiality and non-disclosure
agreement. Notwithstanding the foregoing, it is agreed by the Parties
that either Party may upon the Parties' execution of this Memorandum
and mutual confidentiality and non-disclosure agreement, publicly
disclose the existence of this Memorandum provided that a draft of the
proposed disclosure relating to this Memorandum will be provided to the
other Party not less than five business days prior to the release of
such information.
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IN WITNESS WHEREOF, the undersigned having full authority to bind a Party have
executed this Memorandum as of the date written by their signature below.
Altair Nanomaterials, Inc. Xxxxxxxx Xxxx Particle Technology Center (USA)
Signature: /s/ Xxxxxxx X. Xxxx Signature: /s/ X.X. Xxxxx
---------------------- ------------------------
Name: Xxxxxxx X. Xxxx Name: X.X. Xxxxx
Title: _________________________ Title: ___________________________
Date: 2/13/04 Date: 2/13/04
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