MEMORANDUM OF UNDERSTANDINGCollaboration Agreement |
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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 204 Edison Way, Reno, NV 89502
(hereinafter referred to as "Altair"); and
Hosokawa Nano Particle Technology Center (USA) an unincorporated division of
Hosokawa Micron International Inc., having an office at 10 Chatham Road, Summit,
NJ 07901 (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 Hosokawa 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.
Altair 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. Hosokawa 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 Altair's
nano-sized Li4Ti5O12 coated by Hosokawa at two density levels with acetylene
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black (to be provided by Altair) 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






