Incredimail 2012 Annual Report Download - page 251

(c) Company Registered Intellectual Property . Schedule 2.9(c)
of the Company Disclosure
Letter lists all Company Registered Intellectual Property, and the jurisdictions in which it has been issued or registered or
in which any application for such issuance and registration has been filed, or in which any other filing or recordation has
been made; and all actions that are required to be taken by the Company and the Israeli Subsidiary within 120 days of the
Agreement Date with respect to such Company Registered Intellectual Property in order to avoid prejudice to, impairment
or abandonment of such Company Registered Intellectual Property. Each item of Company Registered Intellectual
Property is valid and subsisting (or in the case of applications, applied for), all registration, maintenance and renewal fees
currently due in connection with such Company Registered Intellectual Property have been paid and all documents,
recordations and certificates in connection with such Company Registered Intellectual Property currently required to be
filed have been filed with the relevant patent, copyright, trademark or other authorities in Israel and/or foreign
jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered
Intellectual Property and recording Company’s and the Israeli Subsidiary's ownership interests therein.
(d) Governmental Grants
. Except as mentioned in Schedule 2.9(d), the Company and the Israeli
Subsidiary is not now and never was, directly or indirectly, an applicant, recipient or beneficiary of any Governmental
Grant whatsoever. None of the Company Owned Intellectual Property was developed or derived from, in whole or in part,
funding or resources provided by, or are subject to restriction, constraint, control, supervision or limitation imposed by,
the OCS or any other Governmental Entity or regulatory authority. No Governmental Entity has awarded any participation
or provided any support to the Company or the Israeli Subsidiary or is or may become entitled to receive any royalties or
other payments from the Company or the Israeli Subsidiary. No consent of any Governmental Entity or other Person is
required to be obtained prior to the consummation of the Share Purchase pursuant to the terms of this Agreement in order
to comply with any applicable law.
(e) Private Grants
. At no time during the conception of or reduction to practice of any of the
Company Owned Intellectual Property was any developer, inventor or other contributor to such Company Owned
Intellectual Property operating under any grants from any private source, performing research sponsored by any private
source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation
with any third party that could adversely affect, restrict or in any manner encumber the Company’
s or the Israeli
Subsidiary's rights in such Company Owned Intellectual Property.
(f) Founders
. All rights in, to and under all Intellectual Property created by the Company Founders
for or on behalf or in contemplation of the Company and/or the Israeli Subsidiary (i) prior to the inception of the Company
and/or the Israeli Subsidiary or (ii) prior to their commencement of employment with the Company and/or the Israeli
Subsidiary have been duly and validly assigned to the Company, and the Company has no reason to believe that any such
Person is unwilling to provide the Company or Purchaser with such cooperation as may reasonably be required to
complete and prosecute all appropriate U.S. and foreign patent and copyright filings related thereto.
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