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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 enti
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