Exhibit 10.34
ASSIGNMENT OF PATENT RIGHTS
This Assignment of
Patent Rights (the “Agreement”) is effective as of the
1st day of September, 2003 (the “Effective
Date”), by and between Adrian Menzell, an individual
(“Assignor”), and Save the World Air, Inc., a Nevada
corporation with a principal place of business at 5125 Lankershim
Blvd., North Hollywood, California 91601
(“Assignee”).
WHEREAS, Assignor
has filed a Provisional Patent Application in Australia entitled,
“Improvements in or Relating to Emission Control
Systems” attached hereto as Exhibit A (the
“Provisional Patent Application”);
WHEREAS, Assignor
is the owner of all right, title and interest in and to the patent
described in the Provisional Patent Application and all
corresponding U.S. and foreign patents and patent applications,
including, but not limited to, those specified in
Schedule A attached hereto (the “Patent
Rights”);
WHEREAS, Assignor
desires to assign and Assignee desires to acquire, the entire and
exclusive right, title and interest in and to the Patent Rights and
the underlying inventions described therein, in Australia, the
United States and throughout the world; and
WHEREAS, Assignor
is willing to assign to Assignee all rights, title and interest in
and to the Patent Rights and the underlying inventions described
therein in Australia, the United States and throughout the world,
subject to the terms and conditions of this Agreement.
NOW, THEREFORE,
for good and valuable consideration, receipt of which is hereby
acknowledged by Assignor, Assignor hereby irrevocably assigns,
transfers and conveys to Assignee, and Assignee hereby accepts, all
of Assignor’s right, title and interest throughout the world
in and to the Patent Rights, the underlying inventions described
therein and all existing and future design modifications and
improvements thereon, and any and all patent applications whether
U.S. or foreign that are or may be granted therefrom including
without limitation any extensions, continuations,
continuations-in-part, divisions, reissues, reexaminations, and
renewals thereof, or other equivalents thereof, and further, all
rights and privileges pertaining to the Patent Rights and any and
all patent applications thereof whether U.S. or foreign that are or
may be granted therefrom including, without limitation, the right,
if any, to sue or bring other actions for past, present and future
infringement thereof.
Assignor further
assigns to and empowers Assignee, its successors, assigns or
nominees, all rights to make applications for patents or other
farms of protection for said inventions, design modifications and
improvements and to prosecute such applications as well as to claim
and receive the benefit of the right of priority provided by the
International Convention for the Protection of Industrial Property,
as amended, or by any convention which may henceforth be
substituted for it, and the right to invoke and claim such right of
priority without further written or oral authorization.
Assignor further
agrees that Assignor will, with out charge to Assignee, but at
Assignee’s expense (a) cooperate with Assignee in the
prosecution of U.S. patent applications and foreign counterparts on
the invention and any design modifications and improvements; b)
execute,
verify, acknowledge and deliver
all such further papers, including patent applications and
instruments of transfer; and (c) perform such other acts as
Assignee lawfully may request to obtain, maintain, defend or
enforce patent applications and patents for the inventions, design
modifications and improvements in any and all countries, and to
vest title thereto in Assignee, or Assignee’s successors and
assigns.
In
the event that Assignee is unable for any reason whatsoever to
secure Assignor’s signature to any document it is entitled to
under the preceding paragraph, Assignor hereby irrevocably
designates and appoints Assignee and its duly authorized officers
and agents, as his agents and attorneys-in-fact to act for and
on
