Exhibit
10.3
IP ASSIGNMENT
AGREEMENT
For consideration received, and pursuant to
Section 6.2(i) of the AGREEMENT AND PLAN OF MERGER
executed on December 29, 2006 between Millennium Cell Inc.
(“MCEL” or “Parent”), a Delaware
corporation having an office at Industrial Way West, Eatontown, New
Jersey 07724, M.C.E. Venture L.L.C., a Delaware limited liability
company and wholly-owned subsidiary of Parent
(“Assignee”), and Gecko Energy Technologies, Inc., a
Delaware corporation (the “Target”), Ronald J. Kelley
and Steven D. Pratt (each, a “Selling Stockholder” and
together, the “Selling Stockholders”) (Target and
Selling Stockholders collectively referred to herein as
“Assignor”), Assignor hereby sells, assigns and
transfers to Assignee and its successors, assigns and legal
representatives, Assignor’s entire right, title and interest
in and to the following intellectual property:
(1) Gecko Know-How, Gecko Patent Rights,
Integration Field Rights, Project Technology or Project Technology
Rights as defined in the JOINT DEVELOPMENT
AGREEMENT between Parent and Target dated February 15,
2006;
(2) Consultant Inventions and Jointly Owned
Inventions as defined in the CONSULTING AGREEMENT
dated December 15, 2005 between MCEL and Steven Pratt, as amended
by Amendment No. 1 dated as of February 15, 2006;
(3) Consultant Inventions and Jointly Owned
Inventions as defined in the CONSULTING AGREEMENT
dated December 15, 2005 between MCEL and Ronald Kelley, as amended
by Amendment No. 1 dated as of February 15, 2006;
(4) any and all trademarks, trademark
applications, service marks, trade names, copyrights and licenses
related to (1), (2), and (3) above (collectively referred to herein
as “Assignor Intellectual Property”), and in and to any
and all divisions, continuations and continuations-in-part of said
Assignor Intellectual Property, and any and all Letters Patent in
the United States and all foreign countries which may be granted
therefore and thereon, and reissues, reexaminations and extensions
of said Letters Patent, and all rights under the International
Convention for the Protection of Industrial Property including all
rights of priority, the same to be held and enjoyed by Assignor,
for its own use and benefit and the use and benefit of its
successors, legal representatives and assigns, to the full end of
the term or
terms for which
Letters Patent may be granted and/or extended, as fully and
entirely as the same would have been held and enjoye
