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
1
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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
demonstrates
the
merit of funding continuing studies;
b.
A contract is negotiated by and among Altair, Hosokawa and
Rutgers, which
provides for the protection of all the
publication rights and IP interests of Altair and Hosokawa to
their mutual satisfaction; and,
c.
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