Exhibit 10.5


 


CONTRACT


 


THIS
AGREEMENT effective this 1st of May, 2016, by and between HyperSolar, Inc (hereafter referred to as "Sponsor")
and The University of Iowa, Iowa City, Iowa, a non-profit educational institution (hereinafter referred to as "University").


 


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 description of the project as described in Exhibit A hereof, under the
                                         direction of Syed Mubeen as Principal Investigator.
	 	 	 
	1.2		"Contract
                                         Period" is May 1, 2016, through April 30, 2017.
	 	 	 
	1.3		"University
                                         Intellectual Property" shall mean individually and collectively all inventions,
                                         improvements and/or discoveries which are conceived and/or made (i) by one or more employees
                                         of University, or (ii) jointly by one or more employees of University and by one or more
                                         employees/consultants of Sponsor, in performance of the Project.



 


ARTICLE
2 - Research Work


 


	2.1	 	University
                                         shall commence performance of the Project promptly after the effective date of this Agreement,
                                         and shall use all reasonable efforts, care, and diligence to perform such Project 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 the Project
                                         by mutual written agreement.
	 	 	 
	2.2	 	In
                                         the event that the Principal Investigator becomes unable or unwilling to continue the
                                         Project, and a mutually acceptable substitute is not available, University and/or Sponsor
                                         shall have the option to terminate said Project pursuant to Article 10.1.
	 	 	 
	2.3	 	The
                                         University does not comply with Good Laboratory Practices (GLPs) as defined by the U.S.
                                         Food and Drug Administration in 21 C.F.R. 58.



 






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ARTICLE
3 - Reports and Conferences


 


	3.1	 	Written
                                         program reports shall be provided by University to Sponsor every six (6) months, and
                                         a final report shall be submitted by University within forty-five (45) days of the conclusion
                                         of the Contract Period, or the earlier termination of this Agreement.
	 	 	 
	3.2	 	During
                                         the term 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 the 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 Eighty Six Thousand Nine Hundred and
                                         Forty Dollars (81,265). Payment shall be made by Sponsor according to the following schedule:



 


Four
(4) Quarterly Payments of $19,736


 


	4.2		Invoices
                                         shall be submitted to the Sponsor representative listed in Article 17 for submission
                                         of invoices. Payments to University shall include Sponsor name, Principal Investigator
                                         name, project title and shall be submitted to the University representative listed in
                                         Article 17 for payment remittance.



 


	4.3		[Sponsor
                                         shall loan/donate the following equipment to University under the following conditions:        
                                         Not Applicable                               .]
                                         University shall retain title to any equipment purchased with funds provided by Sponsor
                                         under this Agreement.



 


	4.4		Anything
                                         herein to the contrary notwithstanding, in the event of early termination of this Agreement
                                         by Sponsor pursuant to Article 10.1 hereof, Sponsor shall pay all costs accrued by University
                                         as of the date of termination, including non-cancelable obligations, which shall include
                                         all non-cancelable contracts and fellowships or postdoctoral associate appointments called
                                         for in Appendix A, incurred prior to the effective date of termination. 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
                                         shall not use the name of University, nor of any member of University's Project staff,
                                         in any publicity, advertising, or news release or in any way imply endorsement of the
                                         University without the prior written approval of an authorized representative of University.
                                         University shall not use the name of Sponsor, nor any employee of Sponsor, in any publicity
                                         without the prior written approval of Sponsor. University may disclose, without Sponsor’s
                                         approval, the terms of this Agreement that are a matter of public record under the Iowa
                                         Open Records Law, Iowa Code Chapter 22.






 






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ARTICLE
6 - Publications


 


	6.1		Sponsor
                                         recognizes that under University policy, the results of University research must be publishable
                                         and agrees that researchers engaged in the Project shall be permitted to present research
                                         results 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 the
                                         Project, provided, however, that Sponsor shall have been furnished copies of any proposed
                                         publication or presentation at least one (1) month in advance of the submission of such
                                         proposed publication or presentation to a journal, editor, or other third party. Sponsor
                                         shall have thirty (30) days, after receipt of said copies, to object to such proposed
                                         presentation or proposed publication because there is patentable subject matter or proprietary
                                         information of Sponsor that needs protection. 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. Sponsor does not possess a right to delay publication if
                                         the publication or presentation contains only findings and conclusions of basic science
                                         or results that would not affect the ability of Sponsor to obtain a patent.



 


ARTICLE
7 - Proprietary Information


 


	7.1		It
                                         is the responsibility of Sponsor to mark or otherwise identify in writing prior to submission
                                         any information considered confidential that it deems necessary to share with University
                                         (“Confidential Information”). Oral disclosures of Confidential Information
                                         shall be identified as confidential at the time of disclosure and confirmed in writing
                                         within ten (10) business days of the disclosure. University shall have the right to accept
                                         or reject Sponsor’s Confidential Information. If such information is accepted it
                                         will be withheld by University from publication, and in all other respects shall be maintained
                                         by University as confidential and proprietary to Sponsor for a period of five (5) years
                                         after termination of this Agreement. University shall have no such obligation with respect
                                         to any portion of such Confidential Information which:



 


		a)	is
                                         or later becomes generally available to the public by use, publication or the like, through
                                         no fault of University;
	 	 	 
		b)	is
                                         obtained on a non-confidential basis from a third party who disclosed the same to University;
	 	 	 
		c)	University
                                         already possesses, as evidenced by its written records, predating receipt thereof from
                                         Sponsor; or
	 	 	 
		d)	is
                                         required to be disclosed by law, regulation or court order.



 


	7.2		All
                                         documentation concerning University Intellectual Property submitted to Sponsor in accordance
                                         with Article 8.4 shall be treated as confidential in order to preserve any patent rights.



 






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ARTICLE
8 - Intellectual Property





 


	8.1	 	All
                                         rights, title and interest to University Intellectual Property under the Project, except
                                         as provided in Article 8.3, shall belong to University and shall be subject to the terms
                                         and conditions of this Agreement.
	 	 	 
	8.2	 	Rights
                   to inventions, improvements, and/or discoveries, whether patentable or copyrightable or not, relating to the
                   Project made solely by employees /consultants of Sponsor shall belong to Sponsor. Such inventions, improvements,
                   and/or discoveries shall not be subject to the terms and conditions of this Agreement.
	 	 	 
	8.3	 	Rights
                   to inventions, improvements, and/or discoveries conceived and/or made during the Contract Period, whether patentable
                   or copyrightable or not, relating to the Project, which are made jointly by employees of University and employees/consultants
                   of Sponsor, shall be the joint property of University and Sponsor and shall be subject to the terms and conditions
                   of this Agreement.
	 	 	 
	8.4	 	University
                   will promptly notify Sponsor of any University Intellectual Property conceived and/or made during the Contract
                   Period under the Project. If Sponsor directs that a patent application or application for other intellectual
                   property protection be filed, University shall promptly prepare, file, and prosecute such U.S. and foreign
                   application in University's name, and Sponsor’s name if jointly invented. Sponsor shall bear all costs
                   incurred in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s)
                   directed to said University Intellectual Property. Sponsor shall cooperate with University to assure that such
                   application(s) will cover, to the best of Sponsor's knowledge, all items of commercial interest and importance.
                   While University shall be responsible for making decisions regarding scope and content of application(s) to
                   be filed and prosecution thereof, Sponsor shall be given an opportunity to review and provide input thereto.
                   University shall keep Sponsor advised as to all developments with respect to such application(s) and shall
                   promptly supply to Sponsor copies of all papers received and filed in connection with the prosecution thereof
                   in sufficient time for Sponsor to comment thereon.
	 	 	 
	8.5		If
                                         Sponsor elects not to exercise its option granted in Article 9.1 or decides to discontinue
                                         the financial support of the prosecution and maintenance of the patent protection, all
                                         right, title and interest in such patent, patent application, and University Intellectual
                                         Property shall automatically revert to University. University shall then be free to file
                                         or continue prosecution or maintain any such application(s), and to maintain any protection
                                         issuing thereon in the U.S. and in any foreign country at University's sole expense.



 


ARTICLE
9 - Grant of Rights


 


	9.1		Subject
                                         to Article 8.3, University grants Sponsor the first option to elect an exclusive license
                                         to University Intellectual Property developed under this Agreement, and a right to sub-license
                                         any and all University Intellectual Property developed under this Agreement on terms
                                         and conditions to be mutually agreed upon. If Sponsor elects to exercise this option,
                                         Sponsor shall notify University in writing of its decision within one (1) year from the
                                         date of termination of this Agreement.






 






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	9.2		No
                                         grant described in this Article shall be construed to limit University’s right
                                         to utilize University Intellectual Property for research, instruction or academic publication
                                         purposes.



 


ARTICLE
10 - Term and Termination


 


	10.1	 	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 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 upon sixty (60) days prior written notice to the other.
	 	 	 
	10.2	 	In
                                         the event that either party hereto shall commit any material breach or default in any
                                         of the terms or conditions of this Agreement, and also shall fail to remedy such default
                                         or breach within ninety (90) 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.
	 	 	 
	10.3	 	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 release the parties hereto
                                         from their rights and obligations under Articles 3.1, 4, 5, 6, 7, 8, 9 and 11.



 


ARTICLE
11 - Independent Contractor


 


	11.1		In the performance of all services hereunder 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.




 


	11.2		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 to the acts or conduct of the other.



 


ARTICLE
12 - Insurance


 


	12.1		Each
                                         party shall be liable for any and all claims for wrongful death, personal injury or property
                                         damage attributable to the negligent acts or omissions of that party and the officers,
                                         employees, and agents thereof.







 






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	12.2		University
                                         shall be responsible and agrees to pay for any and all claims for wrongful death, personal
                                         injury or property damage directly resulting from the negligence of University, its officers,
                                         employees and agents, and arising from activities under this Agreement to the full extent
                                         permitted by Chapter 669, Code of Iowa, which is the exclusive remedy for processing
                                         tort claims against the State of Iowa.



 


ARTICLE
13 - Governing Law


 


	13.1		This
                                         Agreement shall be governed and construed in accordance with the substantive laws of
                                         the State of Iowa, excluding its conflict of laws provisions.



 


ARTICLE
14 - Assignment


 


	14.1	 	This
                                         Agreement shall not be assigned by either party without the prior written consent of
                                         the parties hereto.
	 	 	 
	14.2	 	This
                                         Agreement is assignable to any division of Sponsor, any majority stockholder of Sponsor,
                                         and/or any subsidiary of Sponsor, provided that such assignee assumes all of the rights,
                                         obligations and liabilities of Sponsor hereunder.



 


ARTICLE
15 - Agreement Modification


 


	15.1		Any
                                         agreement to change the terms 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
16 - Warranties


 


	16.1		NO
                                         WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE PART OF THIS AGREEMENT.



 


ARTICLE
17 - Export Control


 


	17.1		The
                                         disclosing party agrees to share any export control determinations when products, services,
                                         and/or technical data under this Agreement are subject to export controls under U.S.
                                         Government export laws and regulations; however, each party will be solely responsible
                                         for compliance with U.S. Government export laws and regulations.



 


ARTICLE
18 - Notices


 


	18.1		Notices,
                                         invoices, and communications, hereunder shall be given by registered or certified mail,
                                         or express delivery service, postage or delivery charge 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. Notice shall
                                         be deemed made on the date of receipt.



 






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If
to Sponsor:


 





Tim
Young, CEO


HyperSolar, Inc


Phone:
(310)486-0740


E-mail:
tyoung@hypersolar.com


 


For Submission of Invoices:


 


HyperSolar,
Inc.


32
E. Micheltorena, Suite A Santa Barbara, CA 93101


Phone:
805-966-6566


Fax:805-617-3601


E-mail:
tyoung@hypersolar.com


 


If
to University: 


 


The University of Iowa


Division
of Sponsored Programs


Attention:                           


2 Gilmore Hall


Iowa
City, Iowa 52242


Phone: 319-335-2123


Fax:
319-335-2130


E-mail:


 


For
Payment Remittance:


 


The
University of Iowa


Grant Accounting Office


B5 Jessup Hall


Iowa
City, Iowa 52242-1316


Phone: 319-335-3801


Fax:
319-335-0674


 


IN
WITNESS WHEREOF, the parties, duly authorized, have executed this Agreement in duplicate as of the day and year first written
above.


 





	HYPERSOLAR,
    INC. (SPONSOR)	 	THE
    UNIVERSITY OF IOWA
	 	 	 	 	 
	By:	/s/
    Timothy Young	 	By:	/s/
    Jennifer Lassner
		Timothy
    Young	 		Jennifer
    Lassner
	Title:	President
    and CEO	 	Title:	Executive
    Director of Sponsored Programs
	 	 	 	 	 
	Date:	04-19-2016
 	 	Date:	05-16-2016







 


 


 


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