Exhibit 10.3 - IP Assignment Agreement


    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 enjoyed by Assignor, had this sale and
      assignment not been made; and 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (5)
      Assignor’s entire right, title, and interest in the LICENSE
      AGREEMENT
      between
      Motorola, Inc. and Gecko Energy Technologies, Inc. dated January 13, 2005
      (“Motorola Agreement”) pursuant to paragraph 16 of the Motorola Agreement.


     

    AND
      for the
      same consideration, Assignor represents and warrants to Assignee, its
      successors, legal representatives and assigns, that, at the time of execution
      and delivery of these presents, except for any rights, titles and/or interests
      that have arisen to Assignee under law or that have already been transferred
      to
      Assignee, Assignor is the sole and lawful owners of the entire right, title
      and
      interest in and to the Assignor’s Intellectual Property and Assignor’s interest
      in the Motorola Agreement, and that the same are unencumbered and that Assignor
      has good and full right and lawful authority to sell and convey the same in
      the
      manner herein set forth. 

     

    AND
      for the
      same consideration, Assignor hereby covenants and agrees to and with Assignee,
      its successors, legal representatives and assigns, that Assignor will sign
      all
      papers and documents, take all lawful oaths and do all acts necessary or
      required to be done for the transfer of Assignor’s interest in the Motorola
      Agreement and the procurement, maintenance, enforcement and defense of any
      Letters Patent and applications for Letters Patent included in Assignor’s
      Intellectual Property, without charge to Assignee, its successors, legal
      representatives and assigns, whenever counsel of Assignee, or counsel of its
      successors, legal representatives and assigns, shall advise; that any proceeding
      in connection with said inventions, or said Patent application for Letters
      Patent, or any proceeding in connection with any Letters Patent or applications
      for Letters Patent for said inventions in any country, including but not limited
      to interference proceedings, is lawful and desirable; or, that any division,
      continuation or continuation-in-part of any application for Letters Patent,
      or
      any reissue, reexamination or extension of any Letters Patent, to be obtained
      thereon, is lawful and desirable. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AND
      Assignor
      hereby requests the Commissioner of Patent and Trademarks to issue said Letters
      Patent of the United States to Assignee, as Assignee of said inventions and
      the
Letters
      Patent to be issued thereon included in the Assignor’s Intellectual Property,
      for the sole use and benefit of Assignee, its successors, legal representatives
      and assigns. 

    


    


    


    /s/
      Ronald J. Kelley

    Gecko
      Energy Technologies, Inc.

    


    Date:
      December
      29, 2006

    


    United
      States of America )

    State
      of
New
      Jersey)
      ss.:

    County
      of
Monmouth)

    


    On
      this
29th
      day of
December,
      2006,
      before
      me personally
      came Ronald
      J. Kelley,
      to me
      known to be the individual 

    described
      in and who executed the foregoing instrument, and acknowledged execution of
      the
      same. 

     

    /s/
      Alelli Torres

    Notary
      Public

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    /s/
      Ronald J. Kelley

    Ronald
      J.
      Kelley

    


    United
      States of America )

    State
      of
New
      Jersey)
      ss.:

    County
      of
Monmouth)

    


    On
      this
29th
      day of
December,
      2006,
      before
      me personally
      came Ronald
      J. Kelley,
      to me
      known to be the individual 

    described
      in and who executed the foregoing instrument, and acknowledged execution of
      the
      same. 

     

    /s/
      Alelli Torres

    Notary
      Public

    


     

     

      
        

      

    

     

     

    /s/
      Steven D. Pratt

    Steven
      D.
      Pratt

    


    United
      States of America )

    State
      of
Wisconsin)
      ss.:

    County
      of
Bayfield)

    


    On
      this
29th
      day of
December,
      2006,
      before
      me personally
      came Steven
      D. Pratt,
      to me
      known to be the individual 

    described
      in and who executed the foregoing instrument, and acknowledged execution of
      the
      same. 

     

    /s/
      Susan Paffel

    Notary
      Public