**Exhibit 10.86**

 

**DATE :13th  February  2004**

 

 

**INSIGNIA SOLUTIONS PLC**

 

**INSIGNIA SOLUTIONS, INC**

 

**ESMERTEC A.G.**

 

 

**ASSIGNMENT OFINTELLECTUAL PROPERTY RIGHTS AND LICENCES(DEFERRED IP)**

 

 

Macfarlanes

10 Norwich Street

London EC4A 1BD

 

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**ASSIGNMENT OF**

**INTELLECTUAL PROPERTY RIGHTS AND LICENCES**

 
| **DATE** | **February 13,** | 2004 |
|----------|------------------|------|

 

**PARTIES**

 

1                                                                                          **INSIGNIASOLUTIONS PLC** registered in England and Wales undercompany number 01961960 whose registered office is at Insignia House, TheMercury Centre, Wycombe Lane, Wooburn Green, High Wycombe, Buckinghamshire,HP10 OHH (“PLC”);

 

2                                                                                          **INSIGNIA SOLUTIONS, INC** registered in Delaware US whose registered office is at 41300Christy Street, Fremont, CA 94538, United States of America (“Inc”)

 

3                                                                                          **ESMERTECA.G.**, registered in Switzerland, whose registeredoffice is at Lagerstraße 14, ch-8600 Dűbendorf, Switzerland (“theAssignee”).

 

**INTRODUCTION**

 

A                                                                                      The Assignors are the beneficial owners and/or registeredproprietors of the Deferred IP.

 

B                                                                                        The Assignors have agreed to assign the Deferred IP to the Assigneepursuant to the APA.

 

**AGREEMENT**

 

1                                                                                          **Definitions**

 

1.1                                                                                 Terms defined in the APA shall have the same meanings when used inthis Assignment.

 

1.2                                                                                 In this Assignment the following words shall have the followingmeanings:

 

**APA:**the Asset Purchase Agreement amongthe Assignor, the Assignee and others dated 4 March 2003;

 

**Assignors:** PLC and Inc.

 

2                                                                                          **Assignment**

 

Pursuant to,and in accordance with the terms of, the APA and for the considerationallocated pursuant thereto, the Assignors hereby transfer and assign to theAssignee with effect from the date of this Assignment all their right title andinterest in the Deferred IP, wherever located and/or registered, together withthe goodwill attaching thereto and all accrued rights of action in respectthereof.

 

3                                                                                          **Continuing application of APA**

 

All theprovisions of the APA relating to the Deferred IP which are expressed tocontinue or which are capable of having or taking effect after Deferred AssetsCompletion (including but not limited to any further assurance provisions)shall continue in effect notwithstanding the execution of this Assignment. Inparticular,

 

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it isacknowledged that further assurances and transfers of registrations may berequired for use in the United Kingdom, the United States of America and otherjurisdictions.

 

4                                                                                          **Rights of third parties**

 

No termof this Assignment shall be enforceable under the Contracts (Rights of ThirdParties) Act 1999 by a third party.

 

5                                                                                          **Governinglaw and jurisdiction**

 

5.1                                                                                 This Assignment shall be governed by and construed in accordancewith the laws of England.

 

5.2                                                                                 The parties submit to the non-exclusive jurisdiction of the courtsof England and Wales as regards any claim, dispute or matter arising out of orrelating to this Assignment or any of the documents to be executed pursuant tothis Assignment.

 

5.3                                                                                 This clause shall not limit the governing law and jurisdiction ofany further assurances which may be required as provided in Clause 3.

 

The parties ortheir duly authorised representatives have accordingly executed this Assignmentas a Deed on the date stated above.

 

2

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| EXECUTED as a Deed by       | )                          |
|-----------------------------|----------------------------|
| **INSIGNIA SOLUTIONS PLC**  | )                          |
| acting by :                 | )                          |
|                        |                       |
|                        | /s/ Richard  M. Noling     |   |
|                        | Richard M.  Noling         |   |
|                        | Director                   |   |
|                        |                       |   |
|                        | /s/ Robert  E. Collins     |   |
|                        | Robert E. Collins          |   |
|                        | Director/Secretary         |   |
|                        |                       |   |
|                        |                       |   |
| EXECUTED as a Deed by       | )                          |
| **INSIGNIA SOLUTIONS, INC** | )                          |
| acting by :                 | )                          |
|                        |                       |   |
|                        | /s/ Richard  M. Noling     |   |
|                        | Richard M.  Noling         |   |
|                        | Officer                    |   |
|                        |                       |   |
|                        | /s/ Robert  E. Collins     |   |
|                        | Robert E.  Collins         |   |
|                        | Officer                    |   |
|                        |                       |   |
|                        |                       |   |
| EXECUTED as a Deed by       | )                          |
| **ESMERTEC AG**             | )                          |
| acting by :                 | )                          |
|                        |                       |   |
|                        | /s/ Edwin  Douglass        |   |
|                        | Edwin  Douglass            |   |
|                        | Authorised  representative |   |
|                        |                       |   |
|                        | /s/ Daniel Diez            |   |
|                        | Daniel Diez                |   |
|                        | Authorised  representative |   |
|                             |                            |  |  |  |  |  |  |

 

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