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 Company agrees (a) to not apply for or take further grants or funding from the IIA, and (b) to comply with its current obligations to the IIA regarding the commitment to continue to employ at least 75% of its research and development jobs in Israel for a period of at least [***], until [***].
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. 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. 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. The Company has Made Available to Purchaser accurate and complete copies of (i) all applications and related documents and material correspondence submitted or received by any Acquired Company to or from the IIA or to or from any other Governmental Entity 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 Entity 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 and no Acquired Company has made any misstatements of fact or disclosures that are not accurate or complete. Section 3.13(h) of the Disclosure Schedule sets forth: (i) all undertakings given in connection with each of the Governmental Grants; and (ii) the aggregate amount of each payment or transfer made on account of each Governmental Grant; and (iii) the aggregate outstanding 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 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 Entity 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.
IIA. No later than three Business Days prior to the Effective Time, Alcobra, in consultation with Arcturus, shall: (i) submit an application to the Tmura Fund at the IIA to close File No. 42073 at the IIA, (ii) submit such forms and undertakings as required by the IIA and/or under the IIA Directive 200-04 in connection with such application and (iii) shall cooperate with the IIA as may be reasonably required by the IIA in connection with its review of such application. Alcobra does not provide any representation or warranty that such application will indeed be approved and Arcturus confirms that such approval is not a condition to Closing under this Agreement.
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.
