Exhibit 10.86


 


DATE :
13th  February  2004


 


 


INSIGNIA SOLUTIONS PLC


 


INSIGNIA SOLUTIONS, INC


 


ESMERTEC A.G.


 


 


ASSIGNMENT OF

INTELLECTUAL PROPERTY RIGHTS AND LICENCES

(DEFERRED IP)


 


 


Macfarlanes


10 Norwich Street


London EC4A 1BD


 

















 


ASSIGNMENT OF


INTELLECTUAL PROPERTY RIGHTS AND LICENCES


 


	
  DATE

  	
  February 13,

  	
  2004

  



 


PARTIES


 


1                                                                                          INSIGNIA
SOLUTIONS PLC registered in England and Wales under
company number 01961960 whose registered office is at Insignia House, The
Mercury Centre, Wycombe Lane, Wooburn Green, High Wycombe, Buckinghamshire,
HP10 OHH (“PLC”);


 


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


 


3                                                                                          ESMERTEC
A.G., registered in Switzerland, whose registered
office is at Lagerstraße 14, ch-8600 Dűbendorf, Switzerland (“the
Assignee”).


 


INTRODUCTION


 


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


 


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


 


AGREEMENT


 


1                                                                                          Definitions


 


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


 


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


 


APA: the Asset Purchase Agreement among
the 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 consideration
allocated pursuant thereto, the Assignors hereby transfer and assign to the
Assignee with effect from the date of this Assignment all their right title and
interest in the Deferred IP, wherever located and/or registered, together with
the goodwill attaching thereto and all accrued rights of action in respect
thereof.


 


3                                                                                          Continuing application of APA


 


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


 

















 


it is
acknowledged that further assurances and transfers of registrations may be
required for use in the United Kingdom, the United States of America and other
jurisdictions.


 


4                                                                                          Rights of third parties


 


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


 


5                                                                                          Governing
law and jurisdiction


 


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


 


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


 


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


 


The parties or
their duly authorised representatives have accordingly executed this Assignment
as a Deed on the date stated above.


 


2

















 


	
  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