EXHIBIT 4.32
CONFORMED COPY
ASSUMPTION AGREEMENT
AND CONSENT
DATED MARCH 26, 2003
MARCONI PLC
AND
MARCONI CORPORATION PLC
AND
LEMELSON MEDICAL, EDUCATION AND RESEARCH FOUNDATION, LIMITED
PARTNERSHIP
THIS ASSUMPTION AGREEMENT AND CONSENT ("AGREEMENT") is made as of March 26 ,
2003
BETWEEN:
(1) Marconi plc (registered number 03846429) whose registered office is at
Xxx Xxxxxxx Xxxx, XX Xxx 00, Xxxxxxxx, XX0 0XX. (the ORIGINAL
CONTRACTING PARTY);
(2) Marconi Corporation plc (registered number 00067307) whose registered
office is at Xxx Xxxxxxx Xxxx, XX Xxx 00, Xxxxxxxx, XX0 0XX. (the NEW
CONTRACTING PARTY); and
(3) Lemelson Medical, Education and Research Foundation, Limited
Partnership whose principal place of business is at Tahoe Boulevard
#1802, Incline Village, Nevada, U.S.A NV 89451 (the CONTINUING
CONTRACTING PARTY).
RECITALS:
(A) The Original Contracting Party and the Continuing Contracting Party
entered into an agreement dated 1st December 1999 (the "ORIGINAL
AGREEMENT") in which the Continuing Contracting Party granted to the
Original Contracting Party a non-exclusive licence in relation to
Licensed Patents as defined and described in the Original Agreement.
(B) The Original Contracting Party wishes to be released and discharged
from the Original Agreement and the Continuing Contracting Party has
agreed to release and discharge the Original Contracting Party on the
terms of the New Contracting Party's undertaking to perform, discharge
and observe the terms of the Original Agreement in place of the
Original Contracting Party.
(C) This Agreement is supplemental to the Original Agreement.
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this Agreement, the parties agree as follows:
1. ASSUMPTION AND CONSENT
1.1 This Agreement shall have effect or be deemed to have effect from the
date of the Original Agreement (the EFFECTIVE DATE).
1.2 The New Contracting Party agrees to and undertakes to the Continuing
Contracting Party to accept and to perform, discharge and observe all
obligations and liabilities to be performed, discharged or observed by
the Original Contracting Party under the Original Agreement in every
way as if the New Contracting Party were named in the Original
Agreement in place of the Original Contracting Party with effect from
the Effective Date.
1.3 In consideration of the New Contracting Party's undertaking in
subclause 1.2 hereof, the Continuing Contracting Party fully and
completely releases and discharges the Original Contracting Party from
all claims, demands, duties, obligations and liabilities whatsoever in
respect of the Original Agreement arising whether before, on or after
the Effective Date. The Continuing Contracting Party consents to the
assignment of all duties, obligations and liabilities to the New
Contracting Party by the Original Contracting Party and the Continuing
Contracting Party accepts the liability of the New Contracting Party in
lieu of the liability of the Original Contracting Party for all
liabilities whether such liabilities arose before, on or after the
Effective Date.
1.4 The Continuing Contracting Party undertakes to the New Contracting
Party to perform, discharge and observe all such obligations and
liabilities on the part of the Continuing Contracting Party under the
Original Agreement, as amended and supplemented by this Agreement and
acknowledges that the New Contracting Party shall be entitled to the
rights and benefits of the Original Agreement, as amended and
supplemented by this Agreement as if the New Contracting Party were
named in the Original Agreement in place of the Original Contracting
Party with effect from the Effective Date.
1.5 The Original Agreement, as amended and supplemented by this Agreement,
shall continue in full force and effect.
2. GENERAL
2.1 This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same Agreement and
any party may enter into this Agreement by executing a counterpart.
2.2 This Agreement is governed by and shall be construed in accordance with
the law of the State of Nevada. Each party submits to the jurisdiction
of the courts of the State of Nevada for all purposes relating to this
Agreement.
2.3 The Recitals are true and correct and are incorporated into this
Agreement as if fully set forth herein.
IN WITNESS of which this Agreement has been executed and has been delivered on
the date which appears first on page 1.
EXECUTED as an agreement by ) X. XXXXXX
Xxxxxxx plc ) Director
Acting by X. XXXXXX ) XXXX XXXXXX
and X. XXXXXX ) Secretary
EXECUTED as an agreement by ) X. XXXXXX
Marconi Corporation plc ) Director
Acting by X.XXXXXX ) XXXX XXXXXX
and X. XXXXXX ) Secretary
EXECUTED as an agreement by ) Lemelson Educational and Research
Corporation
Lemelson Medical, Education and Research ) Its: General Partner
Foundation, Limited
Partnership
acting by XXXXXXX XXXXXXXX
and Xxxxxxx Xxxxxxxx, President
& Secretary
