Exhibit 10.12


    
      

    


    
      	
              

            	
              *Nanotechhnology-Enabled
                Targeted Viricides"

            
	
              A
                Publicly Traded Company, "NNVC"

            
	
              www.nanoviricides.com

            


    

    


    


    Dec
      23,
      2005

    To

    Nguyen
      Tran
      Hien,
      MD, MPH, PhD

    Director

    National
      Institute of Hygiene and Epidemiology (NIHE)

    1
      Yersin
      Street

    Hanoi,
      Viet Nam

    


    Dear
      Dr.
      Hien:

    


    Enclosed
      please find a Memorandum of understanding between NanoViricides, Incorporated,
      USA, and NIHE, Viet Nam, as per our discussions for the purposes of cooperation
      between NanoViricides, Inc., and NIHE for novel nanotechnology-based
prevention
      strategies, therapies and diagnostics strategies for Influenza A subtype
      H5N1,

    


    We
      look
      forward to a fruitful cooperation in many areas.

    


    
      	 	
              Sincerely,

            	 
	 	
              /s/Anil
                R. Diwan

            	 
	 	
              Anil
                R. Diwan, Ph.D.

            	 
	 	
              President
                & Chairman

            	 
	 	
              NanoViricides,
                Inc.

            	 
	 	
              Mobile:
                203-606-9180

            	 
	 	
              email:
                adiwan@nanoviricides.com

            	 
	 	
              or
                adiwan@snet.net

            	 


    

     

    cc:

    Dang
      Duc
      Anh, PhD

    Vice
      Director, NIHE.

    


    


    135
      Wood
      Street, Ste. 205, West Haven, CT 06516, USA.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Memorandum
      of Understanding

    Between

    NIHE,
      Viet Nam and NanoViricides, Inc., USA

    


    NANOVIRICIDES,
      INC. 135 Wood Street, Suite 205, West Haven, CT 06516, and National
      Institute of Hygiene and Epidemiology (NIHE), 1 Yersin Street, Hanoi, Viet
      Nam,
agree
      to
      enter into a scientific research cooperation on the development of
      prevention, diagnostics,
      and therapeutic strategies for Influenza A subtype H5N1, including:

    

      
        	 	
                *

              	
                Research
                  on Novel Nanotechnology-based Vaccines
                  (NanoVaccines),

              


      

      


      
        	 	
                *

              	
                Research
                  on Novel Nanotehnology-based Therapies (NanoViricides),
                  and

              


      

      


      
        	 	
                *

              	
                Research
                  on Novel Nanotechnology-based
                  Diagnostics,

              


      

    

    


    It
      Is
      understood that these development projects will begin as small
      projects. As success
      Is achieved, the projects can be continued for further development.

    


    These
      various strategies are based on the nanotechnology intellectual property and
      products
      of NanoViricides, Inc.

    


    NanoViricides,
      Inc. shall retain all intellectual property rights to
      resulting
      products and
      technologies and shall make full efforts for world-wide protection of such
      intellectual property
      rights.

    


    Certain
      rights for the new nanotechnology products and technologies develop shall
      be
      provided to NIHE for use in Viet Nam.

    


    The
      work
      plan, costs budget, compensation and financial responsibilities of each
party
      to
      the projects shall be determined in the final Agreement.

    


    It
      Is
      understood that both parties will be sharing confidential information and
intellectual
      property of the other party, and will ensure that such information is protected
      to
      its
      fullest and not publicly disclosed except by written consent from the other
      party when
      so
      decided.

    


    Signed:
      December 23, 2005 by both parties at NIHE, Hanoi, Viet Nam

    


    
      	
              /s/
                Nguyen Tran Hien

            	 	
              /s/
                Anil R. Diwan

            	 
	
              Professor
                Nguyen Tran Hien, MD, MPH, PhD

            	 	
              Anil
                R. Diwan, Ph.D.

            	 
	
              Director

            	 	
              President
                & Chairman

            	 
	
              National
                Institute of Hygiene and Epidemiology

            	 	
              Nanoviricides,
                Inc.

            	 
	
              1
                Yersin Street

            	 	
              135
                Wood Street, Ste. 205

            	 
	
              Hanoi,
                Viet Nam

            	 	
              West
                Haven, CT 06516, USA.

            	 


    

    



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