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Exhibit 10.16
JOINT RESEARCH AGREEMENT ASSIGNMENT
AND NON-DISCLOSURE AGREEMENT
JOINT RESEARCH AGREEMENT
This Joint Research Agreement ("JRA") is effective as of May 25,
2005 by
and between Nanolution, LLC ("Nanolution") and NaturalNano Inc.
("NaturalNano")
(also referred to herein as "the Parties").
The parties have agreed to conduct and support joint research in
the field
of drug delivery utilizing naturally occurring halloysite
nanotechnologies ("the
Project"). This JRA covers the exchange of ideas and information as
well as the
performance of experimental, developmental, and/or research work
("the Work")
performed under the Project, and the ownership of confidential or
proprietary
information, including any intellectual property.
The term of the Project shall be from May 25, 2005 and shall
continue at
least until the desired drug delivery technology has been proven
commercially
viable, or until mutually terminated by both parties.
The Work performed as a result of the Project shall be subject to
this JRA
regardless of where the Work is performed or by whom. In addition,
all
intellectual property, including but not limited to inventions,
conceptions,
ideas, know-how, discoveries, processes, machines, manufactures,
compositions of
matter, formulations, processes, biological material, biological
methods, or any
improvements thereof, whether or not patentable or suitable for
other form of
exclusive right or legal protection, conceived, made or derived
during the
course of Work within the Project under this JRA shall be owned by
and assigned
to the Parties as follows:
o All medical uses and inventions that arise out of this JRA shall
be owned
by Nanolution.
o All purification processes for raw halloysite and all
non-medical
applications that arise out of this JRA shall be owned by
NaturalNano.
For: NANOLUTION, LLC For: NATURALNANO INC.
By: /s/ John Lanzafame By: /s/ Michael Riedlinger
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Name: John Lanzafame Name: Michael Riedlinger
Title: President Title: President
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NON-DISCLOSURE AGREEMENT
The Parties acknowledge that each owns certain CONFIDENTIAL
INFORMATION,
as defined herein, which might relate to the inventions,
conceptions, ideas,
know-how, discoveries, processes, machines, manufactures,
compositions of
matter, formulations, processes, biological material, biological
methods, or any
improvements thereof, whether or not patentable or suitable for
other form of
exclusive right or legal protection, conceived, made or derived
during the
course of Work within the Project under this JRA; and
The Parties are willing to disclose to each other such
necessary
CONFIDENTIAL INFORMATION provided each Party preserves the
confidential nature
of the other Party's INFORMATION and uses it solely for purposes of
this
Agreement.
The Parties agree as follows:
1. "CONFIDENTIAL INFORMATION" as used in this Agreement means
all
technical or business information disclosed by one of the Parties
to another
pursuant to the JRA that is identified
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