DEED OF ASSIGNMENT OF TRADE MARKS WITH GOODWILL

THIS DEED OF ASSIGNMENT made this day of October, 2005 BETWEEN M/S.

UNIVERSAL IMPEX, a Partnership firm carrying on business at 2 nd Floor, Peerbhoy

Building, 89, Princess Street, Mumbai-400 002 (hereinafter referred to as the

“ASSIGNORS” which expression shall unless repugnant to the context or meaning

thereof be deemed to mean and include the partners or partners from the time being of the

said firm and their respective heirs, executors and administrators) of the One Part; AND

GMBELL HELTHCARE (INDIA) PRIVATE LIMITED, a company incorporated under

the Companies Act, 1956 and having their office at Plot No. 345/346, Mahagujrat

Industrial Estate, Sarkhej-Bavala Road, Maraiya-Chandudar, Taluka-Sanand, Dist-

Ahmedabad, Gujrat State (hereinafter referred to as “the ASSIGNEE”, which expression

shall, unless repugnant to the context or meaning thereof, be deemed to mean and include

its successors and assigns) of the Other Part.

The ASSIGNORS and the ASSIGNEE are hereinafter individually referred to as “the

Party” and collectively as “the Parties”

WHEREAS:

A. The ASSIGNORS have been engaged in the business of manufacturing,

marketing and selling pharmaceutical and medicinal preparations for the last

several years.

B. The ASSIGNORS are the proprietors of the trade marks ENAC GEL, FUNGDID

and FUNGDID-B and they have applied for registration of the same with the

Trade Marks Registry. The said applications are pending for registration and are

more particularly described in the Schedule hereunder written (hereinafter

collectively referred to as the “Trade Marks”)

C. The ASSIGNORS hereby agree to transfer and assign all the right, title and

interest and the ASSIGNEE has agreed to acquire and accept the transfer and

the assignment of the Trade Marks together with goodwill in the business in

respect of or relating to the goods and the rights attached thereto and benefits

thereof the ASSIGNORS free from all demands, claims, charges, encumbrances,

liens so as to devolve and fully and successfully vest in favour of the ASSIGNEE

absolutely forever; and

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY

AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1. In consideration of a sum of Rs. ______________/- (Rupees

_________________________________only) paid by the ASSIGNEE to the

ASSIGNORS (receipt where of the Assignor acknowledges and admits and of

and from the same forever discharge the ASSIGNEE), the ASSIGNORS hereby

assign, transfer, grant, convey and assures absolutely and forever all their right,

title and interest in all and each of the Trade Marks including common law rights

together with the goodwill and benefits attached to the business relating to the

Trade Marks unto and for the exclusive benefit of the ASSIGNEE.

2. The ASSIGNORS hereby declare, represent and warrant that each of the Trade

Marks assigned by them to the ASSIGNEE is the sole property of the

ASSIGNORS, free from all encumbrances, lien, charges or claims whatsoever

and that there is no other person who has or has claimed any right, title or interest

whatsoever in and to the same.

3. The Parties hereto or the ASSIGNEE alone shall file this Agreement together

with the requisite form/ forms with the Trade Marks Registry, Mumbai to record

the ASSIGNEE as the subsequent proprietor of the Trade Marks.

 4. The ASSIGNORS covenant and undertake to do, execute and perform all such

further and other acts, deeds, matters and things and documents or writing as

may be reasonably necessary, appropriate or desirable for absolutely vesting the

full right, title, benefit and interest and property in and to each of the Trade Marks

in favour of the ASSIGNEE.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their

respective hands the day and year first hereinabove written.

Singned and delivered by )

M/S. UNIVERSAL IMPEX )

in the presence of )

1.

2.

Signed and delivered by )

GMBELL HELTHCARE (INDIA) )

PRIVATE LIMITED )

pursuant to a Resolution of its Board )

of Directors passed in that behalf on )

the ____ day of ________, 2005 )

in the presence of )

1.

2.

Received of and from Gmbell Healthcare

(India) Private Limited a sum of Rs.

____________/- (Rupees
 __________________________________

only) being the full consideration payable to

M/s. Universal Impex under this Deed of

Assignment.

We say received

For Universal Impex

Witness:

1.
( )

2. Partner

THE SCHEDULE ABOVE REFERRED TO

Trade Mark Appln No. Class Goods

ENAC-50 Label 716698 5 Pharmaceutical and medicinal
preparation
ENAC-P 716704 5 Pharmaceutical and medicinal
preparation
ENAC GEL EXCEL Carton 997093 5 Medicinal and pharmaceutical
Preparation
ENAC GEL EXCEL Carton 997100 5 Medicinal and pharmaceutical
Preparation
ENAC GEL Carton 1014835 5 Medicinal and pharmaceutical
Preparation
FUNGDID 729867 5 Pharmaceutical and medicinal
preparation
FUNGDID-B Carton 997096 5 Medicinal and pharmaceutical
Preparation
Fungdid Carton 1016764 5 Medicinal and pharmaceutical
Preparation