Exhibit 10.1


 





BioSolar, Inc. has requested that portions of this
document be accorded confidential treatment pursuant 

to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.


 


 


RESEARCH
AGREEMENT


 


THIS
AGREEMENT effective this 16 day of Aug, 2016, by and between BioSolar Inc., (hereinafter referred to as "Sponsor") and
North Carolina Agricultural and Technical State University, a constituent member of the University of North Carolina system (hereinafter
referred to as "University"); individually referred to as "Party" or collectively as "Parties".


 


Witnesseth:


 


WHEREAS,
the research program contemplated by this Agreement is of mutual interest and benefit to University and to Sponsor, will further
the instructional and research objectives of University in a manner consistent with its status as a non-profit, tax-exempt, educational
institution, and may derive benefits for both Sponsor and University through inventions, improvements, and/or discoveries;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties hereto agree to the following:


 


Article
1 - Definitions


 


As
used herein, the following terms shall have the following meanings:


 


	1.1	"Project"
                                         shall mean the research, testing and evaluation of the research program as described
                                         in the proposal entitled, "[***]" submitted on or about Aug 3, 2016,
                                         hereof, with Sung-Jin Cho to serve as the University Principal Investigator.
	 	 
	1.2	"Contract
                                         Period" is from September 12, 2016 through September 11, 2017
	 	 
	1.3	"Intellectual
                                         Property" shall mean, but is not limited to, any invention, copyright, provisional
                                         patent, patent, trademark, trade secret, software or the like which is either owned by
                                         one of the Parties or is developed in the course of executing this Project.



 


Article
2 - Research Work


 


	2.1	University
                                         shall commence the performance of Project promptly after the effective date of this Agreement,
                                         and shall use reasonable efforts to perform such Project substantially in accordance
                                         with the terms and conditions of this Agreement. Anything in this Agreement to the contrary
                                         notwithstanding, Sponsor and University may at any time amend Project by mutual written
                                         agreement.
	 	 
	2.2	In
                                         the event that the Principal Investigator becomes unable to continue Project, and a mutually
                                         acceptable substitute is not available, University and/or Sponsor shall have the option
                                         to terminate said project.



 


 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.






     

     


    

BioSolar,
Inc. has requested that portions of this document be accorded confidential treatment pursuant


to Rule 24b-2 promulgated under
the Securities Exchange Act of 1934, as amended.


 


 


Article
3 - Reports and Conferences


 


	3.1	A
                                         written final report summarizing the findings shall be submitted by University within
                                         Sixty (60) days of the conclusion of the Contract Period, or early termination of this
                                         Agreement.
	 	 
	3.2	During
                                         the contract period of this Agreement, representatives of University will meet with representatives
                                         of Sponsor at times and places mutually agreed upon to discuss the progress and results,
                                         as well as ongoing plans, or changes therein, of Project to be performed hereunder.



 


Article
4 - Costs, Billings, and Other Support


 


	4.1	It
                                         is agreed to and understood by the Parties hereto that, subject to Article 2, total costs
                                         to Sponsor hereunder shall not exceed the sum of $123,993.00. Monthly payments
                                         will be made by Sponsor upon receipt of University invoices for costs incurred.
	 	 
	4.2	University
                                         shall retain title to any equipment purchased with funds provided by Sponsor under this
                                         Agreement.
	 	 
	4.3	Anything
                                         herein to the contrary notwithstanding, in the event of early termination of this Agreement
                                         by Sponsor pursuant to Article 9 hereof, Sponsor shall pay all costs accrued by University
                                         under this Agreement as of the date of termination, including non-cancelable obligations,
                                         which shall include all non-cancelable contracts and fellowships or postdoctoral associate
                                         appointments incurred prior to the effective date of termination but only to the extent
                                         that non-cancelable obligation directly relate to services under this Agreement. After
                                         termination, any obligation of Sponsor for fellowships or postdoctoral associates shall
                                         end no later than the end of University's academic year following termination.



 


Article
5 - Publicity


 


		5.1	Sponsor
                                         will not use the name of University, nor of any member of University's Project staff,
                                         in any publicity, advertising, or news release without the prior written approval of
                                         the Vice Chancellor for Research and Economic Development of the University. University
                                         will not use the name of Sponsor, nor any employee of Sponsor, in any publicity without
                                         the prior written approval of Sponsor. However, nothing in this Article is intended to
                                         restrict either party from disclosing the existence of and nature of this Agreement (including
                                         the name of the other party) or from including the existence of and nature of this Agreement,
                                         in the routine reporting of its activities.






 


 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.











    	 	2	 



     


    

BioSolar,
Inc. has requested that portions of this document be accorded confidential treatment pursuant 

to Rule 24b-2 promulgated under
the Securities Exchange Act of 1934, as amended.




 


 


Article
6 - Publications


 


	6.1	Sponsor recognizes that under University policy, the
results of University Project may be publishable and agrees that Researchers engaged in Project may be permitted to present at
symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their
own choosing, methods and results of Project, provided, however, that Sponsor shall have been furnished copies of any proposed
publication or presentation at least thirty (30) days in advance of the submission of such proposed publication or presentation
to a journal, editor, or other third party. Sponsor shall have fifteen (15) days, after receipt of said copies, to object to such
proposed presentation or proposed publication because there is patentable subject matter which needs protection or the proposed
presentation or publication reveals Sponsor's proprietary information. In the event that Sponsor makes such objection, said Researcher(s)
shall refrain from making such publication or presentation for a maximum of six (6) months from date of receipt of such objection
in order for University to file patent application(s) with the United States Patent and Trademark Office and/or foreign patent
office(s) directed to the patentable subject matter contained in the proposed publication or presentation or remove Sponsor's
confidential information from the publication or presentation.




 


Article
7 - Intellectual Property


 


	7.1	All
                                         rights to inventions, improvements and/or discoveries, whether patentable or copyrightable
                                         or not, relating to Project made solely by employees of Sponsor shall belong to Sponsor.
                                         Such inventions, improvements, and/or discoveries shall not be subject to the terms and
                                         conditions of this Agreement.
	 	 
	7.2	All
                                         inventions, improvements and/or discoveries which are conceived and/or made solely by
                                         one or more employees of the University shall belong to University and shall be subject
                                         to the terms and conditions of this agreement.
	 	 
	7.3	Rights
                                         to inventions, improvements and/or discoveries, whether patentable or copyrightable,
                                         relating to project made jointly by employees of University and Sponsor shall belong
                                         jointly to the Parties. The University's undivided rights shall be governed in accordance
                                         with Article 8.1 below.
	 	 
	7.4	The University will promptly notify Sponsor
of any University Intellectual Property conceived and/or made during the Contract Period under Project.
	 	 
	7.5	All Confidential Information disclosed or received
by the Parties as a part of the Project shall be subject to the Non-disclosure Agreement effective on August 16, 2016.







 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.











    	 	3	 



     


    

BioSolar,
Inc. has requested that portions of this document be accorded confidential treatment pursuant 

to Rule 24b-2 promulgated under
the Securities Exchange Act of 1934, as amended.




 


 


Article
8 - Grant of Rights


 


	8.1	For
    Intellectual Property derived solely from the University's efforts, University hereby grants Sponsor a six-month option, commencing
    with the notice of invention, at Sponsor's sole selection, for:



 


	 	8.1.1	a
    non-exclusive, royalty-free, non-transferable, non-commercial research license for internal use; or
	 	 	 
	 	8.1.2	for
    consideration, a non-exclusive license without right to sublicense; or
	 	 	 
	 	8.1.3	a
    royalty-bearing, limited-term exclusive license (subject to third party rights, if any) including the right to sublicense,
    in the United States and/or any foreign country elected by the Sponsor (subject to 8.2 below) to make, have made, use, lease,
    sell, and import (in a designated field of use, where appropriate) products embodying or produced through the use of such
    invention, provided that the Sponsor agrees to reimburse N.C. A&T for the costs of patent prosecution and maintenance
    in the United States and any elected foreign country. This alternative is subject to N.C. A&T concurrence and the negotiation
    of commercially reasonable terms and conditions within three (3) months after selection of this alternative.
	 	 	 
	 	 	Such
    terms and conditions shall reflect the past and future contributions of the Parties to the project. In the event that the
    Sponsor has not elected any of the foregoing alternatives within six (6) months after notification that a patent application
    has been filed, the Sponsor shall be deemed to have elected a royalty-free internal research use license and to have forgone
    other alternatives.




 


Article
9 - Term and Termination


	9.1	This
                                         Agreement shall become effective upon the date first hereinabove written and shall continue
                                         in effect for the full duration of the contract period unless sooner terminated in accordance
                                         with the provisions of Article 2.2 and/or this Article. The Parties hereto may, however,
                                         extend the term of this Agreement for additional periods as desired under mutually agreeable
                                         terms and conditions which the Parties reduce to writing and sign. Either party may terminate
                                         this agreement, without liability to the other, except for the responsibilities outlined
                                         in Article 4.3 above, upon thirty (30) days prior written notice to the other.
	 	 
	9.2	In
the event that either party hereto shall commit any breach of default in any of the terms and conditions of this Agreement, and
also shall fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other
party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in
equity, terminate this Agreement by sending notice of termination in
writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice.



 


 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.











    	 	4	 



     


    

BioSolar, Inc. has requested that portions of this document be accorded confidential treatment pursuant


to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.




 


 


	9.3	Subject
                                         to Article 8, termination of this Agreement by either party for any reason shall not
                                         affect the rights and obligations of the Parties accrued prior to the effective date
                                         of termination of this Agreement. No termination of this Agreement, however effectuated,
                                         shall affect the Sponsor's rights and duties under Article 7 hereof, or release the Parties
                                         hereto from their rights and obligations under Articles 4, 5, 6, 7, 8, and 10.



 


Article
10 - Independent Contractor


 


	10.1	In the performance of all service hereunder:



 


	 	10.1.1	University shall be deemed to be and shall be an independent
contractor and, as such, University shall not be entitled to any benefits applicable to employees of Sponsor.
	 	 	 
	 	10.1.2	Neither party is authorized or empowered to act as agent
for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to
any matter. Neither shall be bound by the acts or conduct of the other.




 


Article
11 - Indemnity


 


		Sponsor
    shall indemnify, defend and hold harmless the University, its employees, officers and agents from any and all liability, loss,
    damage and expenses (including attorney fees) they may suffer as a result of claims, demands, costs, or judgments which may
    be made or instituted against them or any of them by reason of personal injury (including death) to any person or damage to
    property arising out of or connected with the performance of the activities to be carried out under the statement of work
    provided. Any such liability, loss or damage resulting from negligence or willful malfeasance by the University, its employees,
    officers and agents is excluded from this agreement to indemnify, defend and hold harmless.




 


Article
12 - Insurance


 


	12.1	University
                                         warrants and represents that University has adequate liability insurance, such protection
                                         being applicable to officers, employees, and agents while acting within the scope of
                                         their employment by University, and University has no liability insurance policy as such
                                         that can extend protection to any other person.
	 	 
	12.2	Each party hereby assumes any and all risks of personal
injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees, and agents
thereof




 


 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.











    	 	5	 



     


    

BioSolar, Inc.
has requested that portions of this document be accorded confidential treatment pursuant


to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended.


 


 


Article
13 - Assignment


 


	13.1	This Agreement shall not be assigned by either party
without the prior written consent of the Parties hereto.




 


Article
14 - Agreement Modification


 


	14.1	Any agreement to change the teens of this Agreement
in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorized representatives
of the Parties hereto.




 


Article
15 - Notices


 


	15.	1 Notices, invoices, communications, and payments hereunder
shall be deemed made if given by registered or certified envelope, postage prepaid, and addressed to the party to receive such
notice, invoice, or communication at the address given below, or such other address as may hereafter be designated by notice in
writing:




 


	If
        to Sponsor:

        
	Dr.
        David Lee

        Chief
        Executive Officer

        BioSolar,

        27936
        Lost Canyon Road, Suite 202

        Santa
        Clarita, CA 91387

        Telephone:
        (661)251-0001; (818)679-5883 cell

        E-Mail:
        david@biosolar.corn 

        




 


	If
    to University:	Financial
    Transactions	Contract
    Information
	 	 	 
	 	Ms.
    Natalie Teagle	Dr.
                                         Mitzi Bond





	 	Telephone:
    (336) 285-3216	Telephone:
                                         (336) 285-3172






	 	E-Mail:
    ntteagle@ncat.edu	E-Mail:
    mbond@ncat.edu


 


 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission. 






    	 	6	 



     


    

 BioSolar, Inc. has requested that
portions of this document be accorded confidential treatment pursuant


to Rule 24b-2 promulgated under the Securities Exchange
Act of 1934, as amended.




 


 





	If
Technical Matter:

        
	


Sungjin
Cho


Nanoengineering
Department


North
Carolina A&T State University


Telephone: (336)
285-2857


E-Mail:        schol@ncat.edu

        



 


	15.2	The State Auditor and North Carolina A&T State University's
internal auditors shall have access to persons and records as a result of all contracts or grants entered into by State agencies
or political subdivisions in accordance with General Statute 147-64.7 and Session Law 2010-194, Section 21 (i.e., the State Auditors
and internal auditors may audit the records of the contractor during the term of the contract to verify accounts and data affecting
fees or performance).




 


 





Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.






    	 	7	 



     


    

BioSolar,
Inc. has requested that portions of this document be accorded confidential treatment pursuant


to Rule 24b-2 promulgated under
the Securities Exchange Act of 1934, as amended.




 


 


IN
WITNESS WHEREOF, the Parties have caused this agreement to be executed as of the day and year first above written.


 





	BIOSOLAR,
    INC.	 	NORTH
    CAROLINA A&T STATE UNIV
	 	 	 	 	 
	/s/ David Lee	 	/s/ Barry L. Burks
	By:	David
    Lee	 	By:	Barry
    L. Burks
	Title:	Chief
    Executive Officer	 	Title:	Vice
    Chancellor for Research and Economic Development
	Date:	August
    16, 2016	 	Date:	August
    16, 2016




  


 


Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.











    	 	8	 



     


    




BioSolar, Inc. has requested that portions of this
document be accorded confidential treatment pursuant

 to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.




 


 


Mutual
Non-disclosure Agreement


 


This
Agreement is effective August 16, 2016, by and between North Carolina Agricultural and Technical State University, having an address
at 1601 East Market Street, Greensboro, NC 27411 (hereinafter "N.C. A&T"), and BioSolar, Inc., having a place of
business at 27936 Lost Canyon Rd, Suite 202, Santa Clarita, CA 91387 and its representatives and affiliates.


 


Whereas,
COMPANY and N.C. A&T are interested in discussing exchanging and reviewing certain information, research areas of interest,
ideas/direction, applications, technologies, procedures, processes, devices, prototypes and/or the like regarding the following
topics: Silicon Alloy for High Energy and Power Anode Material


 


Now,
therefore, in consideration of the mutual exchange of information noted above and/or potential products in advance of others,
and in consideration of the promises, mutual covenants and other consideration, the receipt of which is hereby acknowledged, the
Parties agree as follows:


 


	1.	"INFORMATION"
                                         shall mean information, including but not limited to information or know-how relating
                                         to the Parties' research and development projects, business and financial information,
                                         trade secrets, and prototypes.



 


"CONFIDENTIAL
INFORMATION" shall mean any and all INFORMATION disclosed by the Parties in confidence regardless of whether disclosed such
INFORMATION in writing, orally or visually. All written or electronic CONFIDENTIAL INFORMATION shall be designated as such by
the transmitting/owning Party to the receiving Party in writing at the time of disclosure, pursuant to N.C.G.S. 132-1.2, or within
fifteen (15) business days of an oral or visual disclosure.


 


	2.	The
                                         Parties: (i) shall hold such CONFIDENTIAL INFORMATION in confidence; (ii) shall use such
                                         CONFIDENTIAL INFORMATION only for the purpose of providing COMPANY feedback and insight
                                         relating to its research and development projects; and (iii) shall not disclose such
                                         CONFIDENTIAL INFORMATION or the fact that such discussions are taking place to any third
                                         party.



 


These
restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION which: (a) is
or becomes generally available to the public through no fault of the receiving Party; or (b) is hereinafter disclosed to the receiving
Party by a third party who has the right to disclose such CONFIDENTIAL INFORMATION; or (c) is in the possession of the receiving
Party in documentary form prior to the receipt of such CONFIDENTIAL INFORMATION from the transmitting Party; or (d) information
that must be disclosed by N.C. A&T pursuant to the North Carolina Public Records law.


 


	3.	No
                                         intellectual property rights resulting from any inventions, designs, drawings, abstracts,
                                         literary works, compilations, or other written material, and audiovisual works that arise
                                         from the INFORMATION that is exchanged between the Parties are conferred by either Party
                                         to the other Party under this Agreement.
	 	 
	4.	Upon
                                         termination or written request of COMPANY, or N.C. A&T, both Parties shall return
                                         all CONFIDENTIAL INFORMATION and copies thereof or certify in writing that the Parties
                                         have destroyed all CONFIDENTIAL INFORMATION and copies.
	 	 
	5.	The
                                         Parties acknowledge that unauthorized disclosure, use or sale of the CONFIDENTIAL INFORMATION,
                                         in whole or in part, or the disclosure, use or sale of any information or material created
                                         from, based upon or arising out of the CONFIDENTIAL INFORMATION may give rise to injury
                                         to the owning Party, for which either party may assert any rights or seek any remedies
                                         that may be available to the extent permitted by law. Nothing in this Agreement shall
                                         be construed as a waiver of sovereign immunity.






 


 


Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.











    	 	9	 



     


    




BioSolar, Inc. has requested that portions
of this document be accorded confidential treatment pursuant 

to Rule 24b-2 promulgated under the Securities Exchange Act of 1934,
as amended.


 


 





	6.	This
                                         Agreement shall expire three (3) years after the Effective Date unless terminated on
                                         thirty (30) days written notice by either Party.
	 	 
	7.	This
                                         Agreement constitutes the entire understanding between the parties hereto as to the subject
                                         matter herein and merges all prior discussions between them relating thereto. No amendment
                                         or modification of this Agreement shall be valid or binding on the parties unless made
                                         in writing and signed on behalf of each of the parties by their respective duly authorized
                                         officers or representatives.
	 	 
	8.	Receiving
                                         Party will not export, directly or indirectly, any technical data acquired from owning
                                         Party or any product utilizing any such data to any country for which the U.S. Government
                                         or any agency thereof at the time of export requires an export license or other governmental
                                         approval, without first obtaining such license or approval.
	 	 
	9.	This
                                         Agreement shall be governed by applicable federal laws and the local laws of the State
                                         of North Carolina, USA. The parties agree that the venue for any legal proceeding regarding
                                         enforcement of any of the provisions hereof shall be the State or Federal courts located
                                         in the State of North Carolina, USA.
	 	 
	10.	The
                                         rights and obligations of the parties under this Agreement may not be sold, assigned
                                         or otherwise transferred.
	 	 
	11.	Nothing
                                         in this Agreement shall be deemed to constitute either Party a partner, joint venture
                                         or employee of the other Party for any purpose.
	 	 
	12.	If
                                         a court finds any provision of this Agreement invalid or unenforceable, the remainder
                                         of this Agreement shall be interpreted so as best to affect the intent of the parties.



 


In
witness whereof, the parties have executed this Agreement on the respective dates entered below.


 


	North Carolina A&T State University	 	BioSolar, Inc.
	 	 	 	 	 
	By:	/s/ Dr. Barry L. Burks	 	By:	/s/ Dr. David
    Lee
	Name:	Dr.
Barry L. Burks	 	Name:	Dr.
    David Lee
	Title:	Vice Chancellor
    for Research & Economic Development	 	Title:	Chief Executive Officer
	Date:	August 16, 2016	 	Date:	August 16, 2016


 


The
undersigned acknowledge their responsibilities in maintaining the terms of this agreement:


 


	For
    North Carolina A&T State University	 	For
    COMPANY NAME
	 	 	 
	By:	 	By:
	Name:	 	Name:
	Title:	 	Title:
	Date:	 	Date:


  


 


 


Confidential materials omitted and filed separately
with the Securities and Exchange


Commission. Asterisks denote such omission.


 


10