Incredimail 2012 Annual Report Download - page 255

(viii) No third party that has licensed Intellectual Property Rights to the Company or the Israeli Subsidiary has
ownership or license rights to improvements or derivative works made by the Company or the Israeli Subsidiary in the Third Party Intellectual
Property that has been licensed to the Company or the Israeli Subsidiary.
(n) Neither this Agreement nor the transactions contemplated by this Agreement, or the assignment
to Purchaser by operation of law or otherwise of any Contracts to which the Company or the Israeli Subsidiary is a party,
will result in: (i) Purchaser or any of its Affiliates granting to any third party any right to or with respect to any Intellectual
Property Rights owned by, or licensed to Purchaser or any of its Affiliates, other than those previously licensed by the
Company or the Israeli Subsidiary (ii) Purchaser or any of its Affiliates, being bound by or subject to, any exclusivity
obligations, non-
compete or other restriction on the operation or scope of their respective businesses, other than those
previously agreed to by the Company or the Israeli Subsidiary or (iii) Purchaser being obligated to pay any royalties or
other material amounts to any third party in excess of those payable by any of them, respectively, in the absence of this
Agreement or the transactions contemplated hereby.
(o) Source Code.
Neither the Company nor the Israeli Subsidiary has disclosed, delivered or
licensed to any Person or agreed or obligated itself to disclose, deliver or license to any Person, or permitted the disclosure
or delivery to any escrow agent or other Person of, any Company Source Code, other than disclosures to employees and
consultants involved in the development of Company Products. No event has occurred, and no circumstance or condition
exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the
disclosure, delivery or license by the Company or the Subsidiary of any Company Source Code, other than disclosures to
employees and consultants involved in the development of Company Products. Without limiting the foregoing, neither the
execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from
escrow or other delivery to a third party of any Company Source Code.
(p) Open Source Software. Schedule 2.9(p)
of the Company Disclosure Letter identifies all Open
Source Materials used in any Company Products or in the conduct of the Business, describes the manner in which such
Open Source Materials were used (such description shall include whether (and, if so, how) the Open Source Materials
were modified and/or distributed by the Company or the Israeli Subsidiary) and identifies the licenses under which such
Open Source Materials were used. The Company and the Israeli Subsidiary are materially in compliance with the terms
and conditions of all licenses for the Open Source Materials. Other than as described in Schedule 2.9 (p) of the Company
Disclosure Letter neither the Company nor the Israeli Subsidiary has (i) incorporated Open Source Materials into, or
combined Open Source Materials with, the Company Owned Intellectual Property or Company Products; (ii) distributed
Open Source Materials which is bundled or incorporated within any Company Owned Intellectual Property or Company
Products; or (iii) used Open Source Materials, in such a way that, with respect to (i), (ii), or (iii), creates, or purports to
create obligations for the Company or the Israeli Subsidiary with respect to any Company Owned Intellectual Property or
grant, or purport to grant, to any third party, any rights or immunities under any Company Owned Intellectual Property
(including using any Open Source Materials that require, as a condition of use, modification and/or distribution of such
Open Source Materials that other software incorporated into, derived from or distributed with such Open Source Materials
be (A) disclosed or distributed in Source Code form, (B) be licensed for the purpose of making derivative works, or (C) be
redistributable at no charge).
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