IIA. Except as set forth on Section 4.12(g) of the Disclosure Schedule, none of the Company Intellectual Property or any Company Products (including any products or services under development), or any Intellectual Property under development by Company or any of its Subsidiaries, directly or indirectly, is based upon, uses or incorporates any Intellectual Property or Intellectual Property Rights that were developed using funding provided by the IIA. Neither the IIA nor any other Governmental Authority (including without limitation the Israeli Defense Force or any other Governmental Authority on behalf of the Israeli Defense Force) have any ownership interest in or right to restrict the sale, licensing, distribution or transfer of any Company Intellectual Property or Company Products except for any and all limitations as set forth in the Innovation Law applicable to the Company Intellectual Property or any Company Products which were developed using funding provided by the IIA that, in each case, do not result from or arise out of any breach by the Company or any of its Subsidiaries of any applicable Law or Contract to which any of them is a party. The Company has provided all necessary reports, disclosures and undertakings to IIA and made all required payments to the IIA in connection with the IIA funding provided to Company or a Subsidiary of the Company, including with respect to all Company Products sold or otherwise provided, licensed or transferred until the Closing Date.
IIA. Time the culture. Following the establishment of the culture, cells undergo a long period of steady proliferation (phase IIa). Hereafter, a period follows in which the growth speed of the culture, measured by the time required to reach confluence, significantly decreases (phase IIb). Cultures then degenerate and cell division ceases, resulting in growth arrest (phase III or senescence). Senescent fibroblasts have a characteristic phenotype; cells increase in overall size and lose their spindle shape appearance (Xxxxxxxxx et al., 1979; Xxxxxxxx and Xxxxxxxx, 1961; Xxxxxxxxxx and Xxxxxxxxxxx, 1969). Senescent cells fail to respond to mitogenic stimuli, but maintain metabolic activity and can remain viable in culture essentially indefinitely (Xxxxxxxxx et al, 1979; Xxxxxxx et al., 1994) owing to resistance to apoptosis (Xxxxxxxx et al., 2004, Xxxxxx et al., 2005). On a molecular level, changes occur in gene expression and protein processing during the course of cellular senescence (Xxxxxxxxxx and Xxxxx, 1973; Xxxxxxxxx et al., 1979; Xxxxx et al., 1998; Xxxxxxxxx et al., 2006; Xxxx et al., 2006) including an increased activity of the enzyme β-galactosidase (Xxxxx et al., 1995).
IIA. Parent shall have executed and delivered to the IIA an undertaking in customary form in favor of the IIA to comply with the applicable rules of the R&D Law.
IIA. The approval required to be obtained from the IIA of the IIA Notice shall have been granted prior to Closing.
IIA. Parent shall have executed an undertaking in customary form in favor of the IIA to comply with the provisions of the Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984.
IIA. Neither the Company nor any of its Subsidiaries (i) is in violation with respect to any instrument of approval or grant which has been granted to it by the Israeli Innovation Authority the Ministry of Economy and Industry of the State of Israel, or (ii) is in violation with respect to any instrument of approval granted to it by the Investment Center of the Ministry of Economy and Industry of the State of Israel (the “Investment Center”). The Company has not applied to the Investment Center for any “approved enterprise,” “benefited enterprise” or “preferred enterprise” status with respect to any of the Company’s facilities or operations.
IIA. The Company has Made Available to Purchaser accurate and complete copies of (i) all applications and material correspondence submitted or received by the Company to or from the IIA or to or from any other Governmental Body in connection with a Governmental Grant or application therefore, and (ii) all certificates of approval and letters of approval (and supplements or amendments thereto) and certificates of completion issued to any Acquired Company by the IIA or any other such Governmental Body in connection with a Governmental Grant or application therefore. In each application or report submitted by or on behalf of an Acquired Company, all information required by such application or report has been disclosed accurately and completely, in all material respect, and the Company has not made any misstatements of fact or disclosures that are not accurate or complete. Part 2.12(g) of the Disclosure Schedule sets forth: (i) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (ii) the aggregate outstanding monetary obligations of the Company under each Governmental Grant with respect to royalties or other payments. Except for undertakings set forth in letters of approvals provided under any applicable Israeli law, there are no undertakings on the part of any Acquired Company that were given in connection with any Governmental Grant by any Acquired Company. Each Acquired Company is in compliance, in all material respects, with the terms, conditions, requirements and criteria of all Governmental Grants (including any reporting requirements) and has duly fulfilled all conditions, undertakings and other material obligations relating thereto. No Acquired Company has, prior to the date of this Agreement, transferred any Acquired Company IP that was developed with the support of IIA funding or in consequence thereof outside of Israel. No claim or challenge have been made by any Governmental Body with respect to the entitlement of any Acquired Company to any Governmental Grant or the compliance with the terms, conditions, obligations or laws relating to the Governmental Grants. 2.13
IIA. None of the Company IP or any Company Products (including any products or services under development), or any Intellectual Property under development by Company, directly or indirectly, is based upon, uses or incorporates any Intellectual Property or Intellectual Property Rights that were developed using funding provided by the IIA, nor does the IIA or any other Governmental Authority have any ownership interest in or right to restrict the sale, licensing, distribution or transfer of any Company IP or Company Products. Without limiting the generality of the foregoing, each item of Company IP is and will be freely transferable, conveyable, licensable and/or assignable by the Company and/or a Subsidiary of the Company to any entity located in any jurisdiction in the world without any restriction, constraint, control, supervision or limitation that could be imposed by the IIA or any other Governmental Authority, or by virtue of the Innovation Law.
IIA. The IIA shall have approved the transfer of the Purchased Assets to the Buyer, along with the IIA Plans.
