AGREEMENT OF ASSIGNMENT OF PATENTS

This agreement is made on this 5th day of September 2000 between Mr. AB residing at……….. thereinafter referred to as the assignor which term shall include his successors and assigns) of the one part and CD Co. Ltd. a company registered under the Companies Act 1956 and carrying on business at	 (hereinafter referred to as the assignee which term shall include its successors and assigns) of the other part.
Whereas the assignor is the owner of Patent 'PAC' for manufacture and sale of Pocket Air conditioner and the said Patent was registered and continues to be registered under the Patents Act 1970.
AND WHEREAS the assignor has been exploiting and using the said Patent under an agreement to assign dated 10th September 2005 providing for ultimate assignment of the said Patent in favour of the assignee.
AND WHEREAS the assignee has duly performed its obligations under the said Agreement to assign the patent and has requested the assignor to execute the Deed of Assignment of the Patent to which the assignor has agreed.
Now this deed of assignment witnesseth and the parties herein agree as follows;
1. In consideration of payment of Rs. 20 lakhs by the assignee to the assignor receipt whereof is acknowledged hereto, the assignor transfers and assigns all rights, title and interest in the said Patent 'PAC in favour of the assignee.
2. The assignee has satisfied itself by making enquiries and taking inspection of the relevant documents that the assignor has the right and authority to assign the said Patent and the said Patent is still valid and continues to be registered.
3. The assignee has satisfied itself that the Patent is free from all encumbrances and claims of any kind.
4. The assignee shall be entitled to as the holder and owner of the said Patent to use the said Patent in any manner permissible under law peaceably without any interruption or objections from or on behalf of the assignor.
5. The assignor agrees to execute any further documents or Deeds as may be required for further and more perfectly assigning the ownership and use of the said Patent by the ASSIGNEE.
6. The assignee hereby declares and agrees that by execution of these presents the ASSIGNOR will have no liability in respect of any claims proceedings, costs and expenses and that the assignee undertakes to keep the assignor fully indemnified against and harmless from all such actions, claims, proceedings, costs and expenses in relation to the said Patent, assigned herein or manufacture and sale of the said product or use of the Patent or in relation to the same.
In WITNESS WHEREOF the parties herein have executed these presents on the day, month and year first herein above-written.
Signed and delivered by the said Mr. AB, the assignor in the presence of:
1………………………………………….                   Signature
2…………………………………………
Signed, sealed and delivered by
Mr………………..pursuant to a
Board Resolution dated……………
of CD Co. Ltd. the assignee in the presence of:
1……………………………………………  Signature
2……………………………………………