SHARE PURCHASE AGREEMENT

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Exhibit 2.1

Execution Copy

SHARE PURCHASE AGREEMENT

by and among:

T ESSERA T ECHNOLOGIES H UNGARY H OLDING L IMITED L IABILITY C OMPANY ,

E YESQUAD G MB H,

EACH OF THE SHAREHOLDERS OF E YESQUAD G MB H

and

S HARON A. A MIR , AS AGENT FOR EACH OF THE SHAREHOLDERS OF E YESQUAD G MB H

Dated as of January 30, 2007

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SHARE PURCHASE AGREEMENT (this " Agreement "), dated as of January 30, 2007 (the " Agreement Date "), by and among Tessera Technologies Hungary Holding Limited Liability Company, a Hungarian company (" Purchaser "), Eyesquad GmbH, a private limited liability company organized under the Laws of the Federal Republic of Germany and registered with the commercial register at the local court of Munich under HR B 156460 (the " Company "), each of the persons identified on Exhibit A hereto (collectively, " Sellers ") and Sharon A. Amir, as agent for each Seller and each holder of Company Options (the " Shareholders’ Agent ").

WHEREAS, Sellers own six shares of the Company, in the nominal amounts of EUR 13,050; 5,550; 5,550; 850; 21,150; and 12,700 (each such EUR 1 nominal amount of a share shall be referred to herein as a " Share " and, collectively, the " Shares "), which constitute 100% of the registered share capital of the Company (the " Company Capital Stock ").

WHEREAS, each Seller wishes to sell the Shares held by such Seller to Purchaser on the terms set forth in this Agreement (the " Share Purchase ").

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the parties hereto agree as follows:

Article 1.

Description of Transaction; Sale of the Shares

Section 1.1 Additional Parties . At any time following the execution of this Agreement by Purchaser and Sellers, Purchaser may amend this Agreement, including Exhibit A , without the consent of the Company, the Shareholders’ Agent or Sellers, to include as parties any holders of capital stock of the Company not included on Exhibit A on the date of this Agreement. Such additional Persons shall be deemed to be "Sellers" for all purposes of this Agreement, including Exhibit A , and any shares of capital stock of the Company owned by such Persons shall be deemed to be "Shares."

Section 1.2 Sale and Purchase of Shares . At the Closing, Sellers shall sell the Shares to Purchaser, Purchaser shall accept the Shares from Sellers, and the Shares shall be assigned and transferred to Purchaser from Sellers pursuant to the Share Transfer Agreement in substantially the form attached as Exhibit B (the " Share Transfer Agreement ").

Section 1.3 Closing . The closing of the sale of the Shares to Purchaser (the " Closing ") shall take place at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, at 10:00 a.m. (California time) on a date to be designated by Purchaser and the Shareholders’ Agent, which shall be no later than the third business day after the satisfaction or waiver of the conditions set forth in Article 6 . For purposes of this Agreement, " Closing Date " shall mean the time and date as of which the Closing actually takes place.

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Section 1.4 Consideration .

• • • Section 1.4.1 At the Closing,

      • Section 1.4.1.1 Purchaser shall cause to be paid (A) to Adara, the Adara Preference Amount; (B) to BayTech, the BayTech Preference Amount; (C) to each Seller (i) the Per Share Consideration for each Share then held by such Seller, less (ii) an amount equal to such Seller’s (in its capacity as a shareholder of the Company) Pro Rata Share of the Indemnification Escrow Amount; and (D) to each holder of Company Options (i) the Option Payment, less (ii) an amount equal to such holder’s (in its capacity as a holder of Company Options) Pro Rata Share of the Indemnification Escrow Amount; and

        Section 1.4.1.2 Purchaser shall deliver to the escrow agent appointed pursuant to the Escrow Agreement (the " Escrow Agent ") the Indemnification Escrow Amount;

        provided, however , that the consideration payable to the Person identified on Exhibit C shall be reduced as set forth on such exhibit (the " Employee Holdback Amount "), which amount shall be retained by Purchaser pursuant to the terms of the Employee Escrow Agreement.

      Section 1.4.2 Certain Definitions . For purposes of this Agreement:

      • Section 1.4.2.1 " Adara Preference Amount " shall be an amount in U.S. Dollars equal to One Million Five Hundred Thousand Euros (Euro 1,500,000), in accordance with the exchange rate of the Euro at 12:00 p.m. on the third Business Day prior to the Closing.

        Section 1.4.2.2 " Aggregate Purchase Price " shall be an amount equal to the sum of (i) Twenty Million One Hundred Sixty Thousand Dollars (US$20,160,000) and (ii) the Aggregate Exercise Price.

        Section 1.4.2.3 " BayTech Preference Amount " shall be an amount in U.S. Dollars equal to Two Million Five Hundred Thousand Euros (Euro 2,500,000), in accordance with the exchange rate of the Euro at 12:00 p.m. on the third Business Day prior to the Closing.

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• • • • Section 1.4.2.4 " Fully Diluted Number " means the sum of (A) the total number of Shares issued and outstanding immediately prior to the Closing, and (B) the total number of Shares issuable upon exercise of the Company Options outstanding immediately prior to the Closing.

        Section 1.4.2.5 " Indemnification Escrow Amount " shall be an amount equal to Two Million Sixteen Thousand Dollars (US$2,016,000).

        Section 1.4.2.6 " Per Share Consideration " shall be an amount in cash, without interest, equal to the quotient obtained by dividing (A) the Aggregate Purchase Price minus the Preference Amount, by (B) the Fully Diluted Number.

        Section 1.4.2.7 " Preference Amount " shall be an amount equal to the sum of the BayTech Preference Amount and the Adara Preference Amount.

        Section 1.4.2.8 " Pro Rata Share " shall mean, (i) for each shareholder of the Company the quotient obtained by dividing (A) the product of (1) the number of Shares owned by such shareholder immediately prior to the Closing multiplied by (2) the Per Share Consideration (as set forth in the Company Closing Certificate), by (B) $20,160,000, and (ii) for each holder of a Company Option the quotient obtained by dividing (A) the Option Payment (as set forth in the Company Closing Certificate) in respect of such Company Option by (B) $20,160,000; provided, however , that "Pro Rata Share" for each of BayTech and Adara, shall be calculated by dividing (A) the sum of (1) (a) the product of the number of Shares owned by such shareholder immediately prior to the Closing multiplied by (b) the Per Share Consideration, plus (2) the Adara Preference Amount or the BayTech Preference Amount, as applicable, by (B) $20,160,000.

      Section 1.4.3 Change in Shares . If between the date of this Agreement and the Closing the outstanding shares of Company Capital Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or exercise of options or warrants, the Per Share Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

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• • • Section 1.4.4 Withholding . Purchaser shall be entitled to deduct and withhold from the consideration or any other payments otherwise payable to any person pursuant to this Agreement to any holder of Shares such amounts as Purchaser reasonably determines may be required to be deducted and withheld under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment; provided, however, that in the event any holder of record of Shares provides Purchaser with a valid approval or ruling issued by the applicable Governmental Entity regarding the withholding (or exemption from withholding) of Tax from the consideration (or any other payments otherwise payable pursuant to this Agreement) in a form reasonably satisfactory to Purchaser, then the deduction and withholding of any amounts under such Tax Law shall be made only in accordance with the provisions of such approval and provided, further, that Purchaser shall not withhold Israeli Tax from any consideration payable to Adara, BayTech and any other holder of Shares who is not a resident of the State of Israel for Israeli Tax purposes and who provides a signed declaration to that effect in the form provided by Purchaser. To the extent that amounts are so withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of whom such deduction and withholding was made by Purchaser.

      Section 1.4.5 Consideration Certificate . Not later than two Business Days prior to the Closing Date, the Company shall deliver to Purchaser a draft of the Consideration Certificate, which sets forth, for each holder of Company Capital Stock and each holder of Company Options, such person’s allocation of the Aggregate Purchase Price and such person’s allocation of the Indemnification Escrow Fund pursuant to this Article 1 based on assumptions set forth therein. At the Closing, the Shareholders’ Agent shall deliver to Purchaser the Consideration Certificate setting forth the final calculation of such amounts if such amounts differ from those included in the draft Consideration Certificate.

Section 1.5 Stock Transfer Books . At the Closing, the stock transfer books, if any, of each of the Acquired Companies shall be closed and thereafter, there shall be no further registration of transfers of shares of (A) Company Capital Stock theretofore outstanding on the records of the Company or (B) capital stock of Eyesquad Israel theretofore outstanding on the records of such company.

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• Section 1.6 Stock Options .

  • • Section 1.6.1 As promptly as practicable following the Agreement Date, the shareholders of the Company shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that each unexpired and unexercised option or similar right to purchase Company Capital Stock (the " Company Options "), under the Company’s 2006 Share Option Plan (the " Company Stock Option Plans ") shall become fully exercisable prior to the Closing and be cancelled effective as of immediately after the Closing, and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive from Purchaser out of the Aggregate Purchase Price, in consideration of the cancellation of such Company Option and in settlement therefor, an amount in cash (without interest and subject to any applicable withholding or other taxes that Purchaser reasonably determines may be required by applicable Law to be withheld, provided that Purchaser shall not withhold Israeli Tax from any consideration payable to Hans Wagner if he provides to Purchaser a signed declaration to the effect that he is not a resident of the State of Israel for Israeli Tax purposes in the form provided by Purchaser) equal to the product of (A) the total number of Shares previously subject to such Company Option and (B) the excess, if any, of the Per Share Consideration over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as the " Option Payment ").

Section 1.7 Purchase Price Adjustment .

• • • Section 1.7.1 Closing Balance Sheet; Adjustment to Aggregate Purchase Price.

      • Section 1.7.1.1 Estimated Purchase Price Adjustment. The Company shall deliver to Purchaser, not later than two Business Days prior to the Closing, unaudited consolidated balance sheets of the Acquired Companies as of the close of business on the last day of the most recent calendar month preceding the day of the Closing (the " Estimated Closing Balance Sheet "). The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP applied consistently with the unaudited consolidated balance sheets of the Acquired Companies dated as of September 30, 2006 and delivered previously to Purchaser (the " Reference Balance Sheet "). If the total assets less the total liabilities (the " Net Assets ") of the Company as set forth on the Estimated Closing Balance Sheet exceeds the difference between the Net Assets as reflected on the Reference Balance Sheet and the Transaction Expenses Credit, the Aggregate

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• • • • Purchase Price shall be increased by the amount of such excess. If the Net Assets of the Company as set forth on the Estimated Closing Balance Sheet is less than the difference between the Net Assets as reflected on the Reference Balance Sheet and the Transaction Expenses Credit, the Aggregate Purchase Price shall be decreased by the amount of such deficiency.

        Section 1.7.1.2 Preparation and Delivery of Closing Balance Sheet . As soon as reasonably practicable, but no later than 14 days, following the Closing Date, Purchaser shall cause to be prepared and delivered to the Shareholders’ Agent a balance sheet of the Company (the " Closing Balance Sheet ") as of the close of business on the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP applied consistently with the Reference Balance Sheet and the Estimated Closing Balance Sheet.

        Section 1.7.1.3 Review; Disputes .

        Section 1.7.1.3.1 If the Shareholders’ Agent disputes the calculation of the Closing Net Assets, then the Shareholders’ Agent shall deliver a written notice (a " Dispute Notice ") to Purchaser during the 20-day period commencing upon delivery by Purchaser to the Shareholders’ Agent of the Closing Balance Sheet (the " Review Period "). The Dispute Notice shall set forth the principal basis for the dispute for each disputed item of such calculation.

        Section 1.7.1.3.2 If the Shareholders’ Agent does not deliver a Dispute Notice to Purchaser prior to the expiration of the Review Period, the Closing Balance Sheet shall be deemed final and binding on Purchaser, the Company, the Shareholders’ Agent and each Seller for all purposes of this Agreement.

        Section 1.7.1.3.3 If the Shareholders’ Agent delivers a Dispute Notice to Purchaser prior to the expiration of the Review Period, then the Shareholders’ Agent and Purchaser shall use commercially reasonable efforts to reach agreement on the amount of the Closing Net Assets. If the Shareholders’ Agent and Purchaser are unable to reach agreement on the Closing Net Assets within 10 days after the end of the Review Period, either party shall have the right to refer such dispute to KPMG LLP (such firm, or any successor thereto, being referred to herein as the " Designated Accounting Firm ") after such 10 ^th day and neither party shall allow the Designated Accounting Firm to perform audit or accounting

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• • • • work for it to any material degree (other than as the Designated Accounting Firm under this Agreement) at any point preceding or during the one year following the submission of the dispute to the Designated Accounting Firm. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Shareholders’ Agent and Purchaser shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed issues with respect to the calculation of the Closing Net Assets; (B) the Designated Accounting Firm shall determine the Closing Net Assets within 20 days of such referral, and upon reaching such determination shall deliver a copy of its calculations (the " Expert Calculations ") to the Shareholders’ Agent, Purchaser and the Escrow Agent; and (C) the determination of the Closing Net Assets made by the Designated Accounting Firm shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In calculating the Closing Net Assets, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice, and (2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by the Shareholders’ Agent and no lower than the amount calculated by Purchaser. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Assets reflected therein and the Closing Net Assets set forth in the Closing Balance Sheet. The fees and expenses of the Designated Accounting Firm shall be borne equally by Purchaser and Sellers, and the portion attributed to Sellers shall be deducted from the Indemnification Escrow Fund prior to making any payments to Sellers pursuant to Section 1.7 .

        Section 1.7.1.4 Adjustment of Purchase Price. If the Net Assets of the Company as set forth on the Closing Balance Sheet, as finally determined in accordance with this Section 1.7 , exceeds the Net Assets of the Company as reflected on the Estimated Closing Balance Sheet, the Aggregate Purchase Price shall be increased by the amount of such excess. If the Net Assets of the Company as set forth on the Closing Balance Sheet, as finally determined in accordance with this Section 1.7 , is less than the Net Assets of the Company as reflected on the Estimated Balance Sheet, the Aggregate Purchase Price shall be

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• • • • decreased by the amount of such deficiency. All payments to Sellers and to persons who were holders of cancelled Company Options, with respect to Shares and cancelled Company Options, shall be in accordance with each such holder’s Pro Rata Share of the Aggregate Purchase Price and shall be made within five Business Days following the date on which the Closing Balance Sheet is deemed final. All payments to Purchaser as a result of a reduction in the Aggregate Purchase Price shall be made only from the Indemnification Escrow Fund on deposit pursuant to the Escrow Agreement.

        Section 1.7.1.5 Adjustment to Net Assets . Notwithstanding anything in this Agreement to the contrary, the following adjustment shall be made to the Net Assets of the Company as reflected in the Estimated Closing Balance Sheet and the Closing Balance Sheet to reflect the intention of the parties that certain items are not intended to result in a purchase price adjustment pursuant to this Section: depreciation of the Acquired Companies’ assets and changes in the Company’s shareholder equity due to losses of the Company, in each case during the period between September 30, 2006 and the Closing Date shall be excluded from the calculation of Net Assets.

Article 2.

Representations and Warranties of the Company Regarding the Acquired Companies

Except as set forth in the Disclosure Schedule attached to this Agreement as Exhibit D (the " Disclosure Schedule "), the Company hereby represents and warrants to Purchaser as follows:

Section 2.1 Organization and Qualification; Subsidiaries .

• • • Section 2.1.1 The Company is a limited liability company ( GmbH ) duly organized and validly existing under the Laws of the Federal Republic of Germany. The Company has no subsidiaries and holds no Equity Interest in any other person, except for Eyesquad Ltd. (" Eyesquad Israel "), a corporation duly organized and validly existing under the Laws of the State of Israel, of which the Company owns 100% of the Equity Interests. Each of the Acquired Companies has the requisite power and authority and all necessary governmental approvals to (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all contracts by which it is bound, except for those authorizations and approvals the absence of which would not have a Company Material Adverse Effect. Each of the Acquired

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• • • Companies is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a Company Material Adverse Effect.

      Section 2.1.2 Neither of the Acquired Companies has conducted business under nor otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names identified in Section 2.1.2 of the Disclosure Schedule.

      Section 2.1.3 Section 2.1.3 of the Disclosure Schedule accurately sets forth (A) the names of the members of the contractually appointed board of directors of the Company (the " Company Board ") and the board of directors of Eyesquad Israel (the " Israeli Board "), (B) the names of the members of each committee of the Company Board and the Israeli Board and (C) the names and titles of the officers of each of the Acquired Companies.

Section 2.2 Corporate Books and Records . The copies of the organizational documents of each of the Acquired Companies (including their articles of association and by-laws as presently in effect, " Organizational Documents "), as amended, included as exhibits to Section 2.2 of the Disclosure Schedule are complete and correct copies thereof as in effect on the date hereof. Neither of the Acquired Companies is or has been in violation of any of the provisions of its Organizational Documents. Correct and complete copies of all minute books or shareholders’ resolutions of each of the Acquired Companies have been made available by the Company to Purchaser. There have been no formal meetings or other proceedings of the shareholders of either of the Acquired Companies, the Israeli Board, or of any committee of the Israeli Board that are not reflected in such minutes, shareholders’ resolutions or other records. Neither of the Acquired Companies has taken any action that is inconsistent with any resolution adopted by the shareholders or board of directors (or committee thereof) of the respective Acquired Company.

Section 2.3 Capitalization .

• • • Section 2.3.1 The aggregate registered share capital of the Company in the nominal amount of EUR 58,850 consists of six shares of Company Capital Stock. As of the date hereof, (A) six shares of Company Capital Stock in individual nominal values of EUR 13,050; 5,550; 5,550; 850; 21,150; and 12,700, respectively, are issued and

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• • • outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (B) no shares of Company Capital Stock are held in the treasury of the Company, and (C) six shares of the Company in the nominal amount of EUR 6,600 are issuable (and such number was reserved for issuance) upon exercise of Company Options outstanding. Except for Company Options to purchase not more than six shares of the Company in the nominal amount of EUR 6,600, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued share capital or other Equity Interests of the Company, or securities convertible into or exchangeable for share capital or other Equity Interests, or obligating the Company to issue or sell any shares of the Company or other Equity Interests, or securities convertible into or exchangeable for shares of, or other Equity Interests in, the Company. The Company has not issued any shares or securities convertible into or exchangeable for shares or other Equity Interests, other than those shares issued or reserved for issuance as set forth in this Section 2.3.1 or Section 2.3.1 of the Disclosure Schedule. All outstanding shares of Company Capital Stock and all outstanding Company Options have been validly issued and granted in compliance with (1) all applicable securities Laws or pursuant to valid exemptions therefrom and other applicable Laws and (2) all requirements set forth in applicable contracts. Section 2.3.1 of the Disclosure Schedule accurately sets forth the name of each holder of Company Capital Stock and the total number of Shares held by such person as of the date hereof. The shares of the Company are uncertificated. There are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Eyesquad Israel is a party or by which Eyesquad Israel is bound relating to the issued or unissued share capital or other Equity Interests of Eyesquad Israel, or securities convertible into or exchangeable for share capital or other Equity Interests, or obligating Eyesquad Israel to issue or sell any shares of Eyesquad Israel or other Equity Interests, or securities convertible into or exchangeable for shares of, or other Equity Interests in, Eyesquad Israel. Eyesquad Israel has not issued any securities convertible into or exchangeable for shares or other Equity Interests. All outstanding shares of capital stock in Eyesquad Israel have been validly issued and granted in compliance with (1) all applicable securities Laws or pursuant to valid exemptions therefrom and other applicable Laws and (2) all requirements set forth in applicable contracts. The Company is the sole shareholder of Eyesquad Israel, owning all 1,000,000 shares of capital stock outstanding therein. The shares of Eyesquad Israel are uncertificated.

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• • • Section 2.3.2 Section 2.3.2 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (A) the name of the holder of such Company Option; (B) the total number of Shares that are subject to such Company Option and the number of Shares with respect to which such Company Option is immediately exercisable; (C) the date on which such Company Option was granted and the term of such Company Option; (D) the vesting schedule for such Company Option; and (E) the exercise price per Share purchasable under such Company Option.

      Section 2.3.3 Neither of the Acquired Companies has ever declared any dividends or made any distributions with respect to its registered share capital or capital stock. Neither of the Acquired Companies has ever repurchased, redeemed or otherwise reacquired any shares of Equity Interests of the respective Acquired Company other than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issuance price of such securities. All securities so reacquired by the Acquired Companies were reacquired in compliance with (A) the applicable provisions of applicable Laws and (B) all requirements set forth in applicable restricted stock purchase agreements and other applicable contracts. There are no outstanding contractual obligations of either of the Acquired Companies (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (4) requiring the registration for sale of, or (5) granting any preemptive or antidilutive right with respect to, any shares of Company Capital Stock or other Equity Interests in either of the Acquired Companies. There are no outstanding contractual obligations of either of the Acquired Companies to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

  Section 2.4 Authority .

  • • Section 2.4.1 The Company has all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and each Ancillary Agreement to be

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• • • consummated by the Company. The execution and delivery of this Agreement and each Ancillary Agreement to which the Company is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any Ancillary Agreement to which the Company is a party or to consummate the transactions contemplated hereby or thereby.

      Section 2.4.2 The shareholders of the Company (pursuant to a unanimous vote of all shareholders at a meeting duly called and held on January 26, 2007) have (A) determined that the Share Purchase is advisable and fair and in the best interests of the Company, and (B) authorized and approved the Share Purchase. This Agreement and each Ancillary Agreement to which the Company is a party have been duly authorized and validly executed and delivered by the Company and constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. True and complete copies of all resolutions of the shareholders of the Company reflecting such actions have been previously provided to Purchaser.

Section 2.5 No Conflict; Required Filings and Consents .

• • • Section 2.5.1 The execution and delivery of this Agreement and each Ancillary Agreement to which the Company is a party by the Company does not, and the performance of this Agreement and each Ancillary Agreement to which the Company is a party by the Company will not, (A) conflict with or violate any provision of the Company Organizational Documents, (B) assuming that all consents, approvals, authorizations and permits described in Section 2.5.2 have been obtained and all filings and notifications described in Section 2.5.2 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to either of the Acquired Companies or by which any property or asset of either of the Acquired Companies is bound or affected or (C) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of either of the Acquired Companies pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit or other instrument or obligation except, in cases of clause (C) of this Section 2.5.1 , as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company.

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• • • Section 2.5.2 The execution and delivery of this Agreement and each Ancillary Agreement to which the Company is a party by the Company does not, and the performance of this Agreement and each Ancillary Agreement to which the Company is a party by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.

Section 2.6 Permits; Compliance With Law . Each of the Acquired Companies is in possession of all authorizations, licenses, permits, certificates, approvals and clearances (the " Company Permits ") of any Governmental Entity necessary for the Acquired Companies to own, lease and operate their respective properties or to carry on their respective businesses substantially in the manner currently conducted, except for those Company Permits the absence of which would not have a Company Material Adverse Effect, and all such Company Permits are valid, and in full force and effect. Neither of the Acquired Companies is in conflict with, nor in default or violation of, (A) any Law applicable to either of the Acquired Companies or by which any property or asset of either of the Acquired Companies is bound or affected or (B) any Company Permits except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Acquired Companies is, and has been, in compliance with all applicable Laws, except for noncompliance, defaults or violations not material to the Acquired Company. (1) Neither of the Acquired Companies has received any notice or other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law and (2) no event has occurred or circumstance exists that (with or without notice or lapse of time) to the knowledge of the Acquired Companies (AA) may constitute or result in a violation by either of the Acquired Companies of, or a failure on the part of either of the Acquired Companies to comply with, any Law or (BB) may give rise to any obligation on the part of either of the Acquired Companies to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Neither of the Acquired Companies nor, to the knowledge of the Acquired Companies, any director, officer, agent or employee thereof has (x) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (y) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or (z) made any other unlawful payment.

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• Section 2.7 Financial Statements .

  • • Section 2.7.1 The Company has delivered to Purchaser the Reference Balance Sheet.

      Section 2.7.2 The Reference Balance Sheet fairly presents the financial position of the Acquired Companies as of September 30, 2006 (subject to normal year-end adjustments). The Reference Balance Sheet was prepared in accordance with the Company’s books and records. The Company has also delivered to Purchaser copies of all letters from the auditors of the Acquired Companies to the shareholders of the Company, the Israeli Board or the audit committees thereof, together with copies of all responses thereto.

Section 2.8 Liabilities; Accounts Receivable .

• • • Section 2.8.1 Neither of the Acquired Companies has any Liabilities of any nature, except for: (A) Liabilities identified as such in the "liabilities" section of the Reference Balance Sheet; (B) normal and recurring current Liabilities that have been incurred by the Acquired Companies since September 30, 2006 in the ordinary course of business and consistent with past practices; (C) Liabilities under the contracts identified in this Agreement and the Disclosure Schedule; (D) Liabilities described in Section 2.8.1 of the Disclosure Schedule; (E) Expenses incurred by the Acquired Companies between September 30, 2006 and the Agreement Date as shall be reflected in the Closing Balance Sheet; and (F) other undisclosed Liabilities which, individually or in the aggregate, are not material to the Acquired Companies, taken as a whole.

      Section 2.8.2 Section 2.8.2 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Acquired Companies as of the date hereof. All existing accounts receivable of the Acquired Companies (including those accounts receivable reflected on the Reference Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the applicable date of the Reference Balance Sheet and have not yet been collected) (A) represent and will represent valid obligations of customers of the Acquired Companies arising from bona fide transactions entered into in the ordinary course of business and (B) are current and will be collected in full when due, without any counterclaim or set off (net of the respective reserves shown on the Reference Balance Sheet, which reserves are adequate and calculated consistent with past

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• • • practice of the Acquired Companies and, in the case of accounts receivable arising since the Reference Balance Sheet, reasonable reserves to be calculated consistent with past practice of the Acquired Companies). Subject to such reserves, each of such accounts receivable either has been, and the Company believes that such accounts receivable will be, collected in full, without any counterclaim or setoff, within ninety days after the day on which it first becomes due and payable.

Section 2.9 Absence of Certain Changes or Events . Since September 30, 2006, except as specifically contemplated by this Agreement, each of the Acquired Companies has conducted its business in the ordinary course consistent with past practice and, since such date, there has not been (A) any Company Material Adverse Effect or an event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (B) any event or development that would, individually or in the aggregate, reasonably be expected to prevent or delay the performance of this Agreement or any Ancillary Agreement by the Company, or (C) other than in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, any action taken by the Acquired Companies during the period from September 30, 2006 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Closing, would constitute a breach of Section 5.1 .

Section 2.10 Employee Benefit Plans .

• • • Section 2.10.1 Section 2.10.1 of the Disclosure Schedule sets forth a true and complete list of each Company Benefit Plan. Neither of the Acquired Companies, nor to the knowledge of the Acquired Companies, any other person has any express or implied commitment, whether legally enforceable or not, to create any additional Company Benefit Plans or to modify, change or terminate any existing Company Benefit Plan, other than with respect to a modification, change or termination required by applicable Law. With respect to each Company Benefit Plan, the Company has delivered to Purchaser true, correct and complete copies of each Company Benefit Plan (or, if not written, a written summary of its material terms), including all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, and all other material documents related to the Company Benefit Plans, including, without limitation (if applicable), the most recent actuarial report or other financial statement relating to such Company Benefit Plan and all filings made with any Governmental Entity.

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• • • Section 2.10.2 None of the Company Benefit Plans is maintained or administered in, or otherwise subject to, the Laws of the United States of America. Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Laws, and contributions required to be made under the terms of any of the Company Benefit Plans as of the Agreement Date have been timely made or, if not yet due, have been properly reflected on the Reference Balance Sheet. With respect to the Company Benefit Plans, to the knowledge of the Acquired Companies, no event has occurred and there exists no condition or set of circumstances in connection with which either of the Acquired Companies could be subject to any material Liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans or applicable Law.

      Section 2.10.3 (A) Each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without Liability (other than liability under applicable Laws and for ordinary administrative expenses typically incurred in a termination event), (B) no Legal Proceeding has been brought, is pending, or, to the knowledge of the Acquired Companies, is threatened, against or with respect to any such Company Benefit Plan, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts thereunder, including any audit or inquiries by any Governmental Entity, (C) the fair market value of the assets of each Company Benefit Plan that is intended to be funded, the liability of each insurer for any Company Benefit Plan funded through insurance or the book reserve established for any Company Benefit Plan, together with any accrued contributions and amounts reserved on the Reference Balance Sheet, is sufficient to procure or provide for the accrued benefit obligations, as of the Agreement Date, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Company Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; (D) each Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; (E) each of the respective Acquired Companies has obtained from any applicable Governmental Entity or regulatory authority any required determinations or findings that any applicable Company Benefit Plan is in compliance with applicable Law if such determination or finding is necessary in order to give effect to such Company Benefit Plan or to give effect to the tax or other qualified status of such plan.

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• • • Section 2.10.4 Except as required by Law (but only to the extent that such benefits are provided solely at the participant’s or beneficiary’s expense), as of the Agreement Date there are no unfunded obligations under any Company Benefit Plan providing benefits after termination of employment to any employees of the Company or any subsidiary (or to any beneficiary of any such employees), including, but not limited to, retiree health coverage, disability or life insurance benefits or deferred compensation.

      Section 2.10.5 All Company Options have been appropriately authorized by the Company shareholders, including approval of the option exercise price or the methodology for determining the option exercise price and the substantive option terms. All Company Options reflect the fair market value of the Company Capital Stock or capital stock of Eyesquad Israel, as applicable, on the date the Company Option was granted. No Company Options have been retroactively granted, or the exercise price of any Company Option determined retroactively. Each of the Acquired Companies has complied with all requirements of Section 102 of the Ordinance with respect to the grant of Company Options to Israeli employees and with the requirements of Section 3(i) of the Ordinance with respect to the grant of Company Options to Israeli contractors.

Section 2.11 Labor and Other Employment Matters .

• • • Section 2.11.1 Section 2.11.1 of the Disclosure Schedule contains a list of all employees of the Company and each subsidiary, along with the position, date of hire, annual rate of compensation (or with respect to employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), estimated or target annual incentive compensation of each such person, annual vacation, sick and other paid time-off allowance, and other basic terms of employment, including contributions to funds, "13th salary," car allowance, telephone allowance and employment status of each such person (including whether the person is on leave of absence and the dates of such leave and the anticipated date of return to full service). Each of such employees is retained at-will. Each current and former employee of the Company or any subsidiary has entered into the Company’s or such subsidiary’s standard form of confidentiality, non-competition and assignment of inventions agreement, a copy of which has previously been delivered to Purchaser. All of the agreements referenced in the preceding sentence

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• • • will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 2.11.1 of the Disclosure Schedule contains a list of the citizenship of all employees of the Company or any subsidiary. The Company and each subsidiary are in compliance in all material respects with all applicable Laws relating to the employment of employees, including, without limitation, the hiring and termination of employees. Each employee of the respective Acquired Companies has been properly classified as such for the purposes of Tax Laws, Laws applicable to employee benefits and other applicable Laws as well as under applicable employment contracts, any applicable works agreements with works councils and collective bargaining agreements, under the so-called labor law principle of equal treatment ( arbeitsrechtlicher Gleichbehandlungsgrundsatz ) or under a works custom ( betriebliche Übung ).

      Section 2.11.2 Section 2.11.2 of the Disclosure Schedule contains a list of all independent contractors currently engaged by the Company and each of its subsidiaries, along with the position, date of retention and rate of remuneration and any other forms of compensation payable to each such person or entity. Each such independent contractor has entered into the Company’s or the applicable subsidiary’s standard form of confidentiality, non-competition and assignment of inventions agreement with the Company or the applicable subsidiary, a copy of which has previously been delivered to Purchaser.

      Section 2.11.3 Each of the Acquired Companies is in compliance in all material respects with all applicable Laws (including, without limitation, in the case of Eyesquad Israel, the Severance Pay Law, – 1963, the Protection of Salary Law – 1958, the Minimum Wage Law – 1987, Annual Vacation Law, 1951, Working and Rest Hours Law, 1951, the Equal Opportunities in Labor Law – 1988, the Employment of Employees by Manpower Contractors Law – 1996 and Women Labour Law, 1954), policies, custom, procedures and agreements relating to labor, employment, terms and conditions of employment (including the so-called labor law principle of equal treatment ( arbeitsrechtlicher Gleichbehandlungsgrundsatz )) and to the proper withholding and remission to the proper tax authorities of all sums required to be withheld from any employee and/or consultant of each of the Acquired Companies and claims under a so-called works custom ( betriebliche Übung ), and each of the Acquired Companies has paid

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• • • in full (or has fully contributed to funds managed on behalf of its employees) to all of their respective employees, officers, directors, consultants and service providers all compensation, wages, salaries, commissions, bonuses, and all other benefits and other compensation or reimbursements due and payable to such employees and/or independent contractors.

      Section 2.11.4 Neither the Company nor any subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice).

      Section 2.11.5 Neither of the Acquired Companies, or to the Acquired Companies’ knowledge, any officer, director, employee, consultant or independent contractor of either of the Acquired Companies is in violation of any material term of any employment, consulting, independent contractor, non-disclosure, non-competition, inventions assignment or any other contract relating to the relationship of such officer, director, employee, consultant or independent contractor with the respective Acquired Company.

      Section 2.11.6 Neither of the Acquired Companies is a member in any employers’ organization, and no claim or request has been made of the Company or any of its subsidiaries by any employers’ organization. Neither the Company nor any of its subsidiaries is, nor has any been in the past, a party to, or bound by, any collective bargaining agreement or arrangement or union contract or extension order (excluding such extension orders that apply to all employers in the Israeli hi-tech industry) and no such collective bargaining agreement is being negotiated by the Company or any of its subsidiaries. No labor union or other representative organization has otherwise been certified or recognized as the collective bargaining representative of any employees of the Company or any of its subsidiaries or has applied to represent such employees or, to the Acquired Companies’ knowledge, is attempting to represent such employees. No extension order has been issued by the Israeli Minister of Industry, Commerce and Occupation applicable to the either of the Acquired Companies (excluding such extension orders that apply to all employers in the Israeli hi-tech industry). Eyesquad Israel is not a member of any employers’ organization and no claim or request has been made towards Eyesquad Israel by any such organization. There are no union organized campaigns or

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• • • representation proceedings or campaigns in process or threatened against either of the Acquired Companies. There are no existing or, to the knowledge of the Acquired Companies, threatened labor strikes, work stoppages, organized slowdowns, unfair labor practice charges or complaints or labor arbitration proceedings to which any employee or consultant of the Company or any subsidiary is a party. Neither the Company nor any of its subsidiaries has experienced any such labor controversy. Neither the Company nor any of its subsidiaries has breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining agreement or arrangement or union contract, and there is no grievance outstanding against the Company or any of its subsidiaries under any such agreement or contract.

      Section 2.11.7 There is no unfair labor practice complaints or other Legal Proceedings pending or, to the knowledge of the Acquired Companies, threatened against the Company or any of its subsidiaries before any labor tribunal. There are no complaints or other Legal Proceedings pending or, to the knowledge of the Acquired Companies, threatened by or on behalf of any present or former employee, contractor, consultant or service provider of the Company or any of its subsidiaries alleging breach of any express or implied contract.

      Section 2.11.8 Except as contemplated by this Agreement, no officer, director or other key personnel of either of the Acquired Companies has notified either Acquired Company that, nor to the knowledge of the Acquired Companies does, such individual intend to terminate his or her employment or engagement with the Company or subsidiary, as applicable.

      Section 2.11.9 The Acquired Companies have identified in Section 2.11.9 of the Disclosure Schedule and have made available to Purchaser true and complete copies of all plans, programs, agreements and other arrangements of the Acquired Companies with or relating to their respective directors, officers, employees, independent contractors or consultants which contain change in control provisions. The Acquired Companies’ contingent severance pay liability and any other monetary liability to their employees and independent contractors as of September 30, 2006 are duly reflected in the Reference Balance Sheet. All other liabilities of the Acquired Companies to their employees and independent contractors as of September 30, 2006 were properly reserved for in the Reference Balance Sheet. None of the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or

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• • • thereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee or independent contractors of either of the Acquired Companies from either of the Acquired Companies under any Company Benefit Plan or otherwise (except for payments that will become due under the Ancillary Agreements pursuant to their terms), (B) increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any benefits. No individual who is a party to an agreement, plan, program or arrangement listed in Sections 2.11.1 and 2.11.2 of the Disclosure Schedule or any agreement incorporating change in control provisions with either of the Acquired Companies has terminated employment or been terminated, nor, to the knowledge of the Acquired Companies, has any event occurred that could give rise to a termination event, in either case under circumstances that have given, or could give, rise to a severance obligation on the part of either of the Acquired Companies under such agreement.

Section 2.12 Contracts; Debt Instruments .

• • • Section 2.12.1 Neither of the Acquired Companies is a party to or bound by any contract:

      • Section 2.12.1.1 that provides for any of the benefits to any party of which to be increased, or the vesting of the benefits to any party of which to be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which to be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement,

        Section 2.12.1.2 that involves aggregate expenditures in excess of US$50,000 or the performance of services having a value in excess of US$50,000 in the aggregate,

        Section 2.12.1.3 that contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to either of the Acquired Companies or either of the Acquired Companies’ current or future affiliates, or which restricts the conduct of any line of business by either of the Acquired Companies or either of the Acquired Companies’ current or

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• • • • future affiliates or any geographic area in which either of the Acquired Companies or either of the Acquired Companies’ current or future affiliates may conduct business,

        Section 2.12.1.4 that contains any provisions restricting the ability of either of the Acquired Companies to acquire any product or other asset or any services from any other person, to sell any product or other asset to or perform any services for any other person or to transact business or deal in any other manner with any other person or develop or distribute any technology,

        Section 2.12.1.5 that relates to the employment of, or the performance of services by, any employee, consultant or independent contractor,

        Section 2.12.1.6 that relates to the Intellectual Property Rights,

        Section 2.12.1.7 that creates or involves any agency relationship, distribution arrangement or franchise relationship,

        Section 2.12.1.8 that relates to the acquisition, issuance or transfer of any securities,

        Section 2.12.1.9 that relates to the creation of any Encumbrance with respect to any asset of either of the Acquired Companies,

        Section 2.12.1.10 that affects the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than US$50,000),

        Section 2.12.1.11 that involves or relates to the escrow of any source code for any software of either of the Acquired Companies,

        Section 2.12.1.12 that involves or incorporates any obligation of the Acquired Companies for guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement,

        Section 2.12.1.13 that creates or relates to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities,

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• • • • Section 2.12.1.14 that relates to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Related Party,

        Section 2.12.1.15 that constitutes or relates to a Government Contract or Government Bid,

        Section 2.12.1.16 that was entered into outside the ordinary course of business or was inconsistent with the Acquired Companies’ past practices and that is not required to be listed above, or

        Section 2.12.1.17 that would prohibit or delay the consummation of the Share Purchase or any of the transactions contemplated by this Agreement or any Ancillary Agreement.

Each contract of the type described in this Section 2.12 , whether or not set forth in Section 2.12.1 of the Disclosure Schedule, is referred to herein as a " Company Material Contract ."

• • • Section 2.12.2 Each Company Material Contract is valid and binding on the respective Acquired Company party thereto and, to the Acquired Companies’ knowledge, each other party thereto, and in full force and effect, and the respective Acquired Company has performed all material obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Acquired Companies’ knowledge, each other party to each Company Material Contract has performed all material obligations required to be performed by it under such Company Material Contract. Neither of the Acquired Companies has any knowledge of, and neither Acquired Company has received any notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound. Except as set forth in Schedule 2.3.1 of the Disclosure Schedule, there are no additional costs which will accrue to the Acquired Companies under the contracts described in Section 2.12.1.1 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement.

Section 2.13 Litigation . As of the date hereof, there is no pending Legal Proceeding, and no person has threatened to commence any Legal Proceeding: (A) that involves either of the Acquired Companies or any of the Company Assets; or (B) that challenges, or that may have the effect of

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preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated by this Agreement. To the knowledge of the Acquired Companies, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. As of the date hereof, there is no order, writ, injunction, judgment or decree to which either of the Acquired Companies, or any of the Company Assets is subject. To the knowledge of the Acquired Companies, no officer or key employee of either of the Acquired Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the respective businesses of the Acquired Companies. No Legal Proceeding has ever been commenced by or has ever been pending against either of the Acquired Companies.

Section 2.14 Environmental Matters .

• • • Section 2.14.1 Each of the Acquired Companies (A) is in compliance in all material respects with all, and is not subject to any material Liability, with respect to any applicable Environmental Laws, (B) holds or has applied for all Environmental Permits necessary to conduct its current operations and (C) is in compliance in all material respects with its Environmental Permits.

      Section 2.14.2 Neither of the Acquired Companies has received any written notice, demand, letter, claim or request for information alleging that such Acquired Company may be in violation of, or liable under, any Environmental Law, nor is either of the Acquired Companies aware of any information which might form the basis of any such notice, demand, letter, claim or request.

      Section 2.14.3 Neither of the Acquired Companies (A) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and, to the knowledge of the Acquired Companies, no Legal Proceeding is pending or threatened in writing with respect thereto, and (B) is an indemnitor in connection with any claim that, to the knowledge of the Acquired Companies, is threatened or asserted in writing by any third-party indemnitee for any Liability under any Environmental Law or relating to any Hazardous Materials.

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• • • Section 2.14.4 There is no site to which either of the Acquired Companies has transported or arranged for the transport of Hazardous Materials which to the knowledge of the Acquired Companies is or may become the subject of any environmental action.

      Section 2.14.5 True, complete and correct copies of the written reports, and all parts thereof, that are in the Acquired Companies’ possession, of all environmental audits or assessments which have been conducted at any property owned, leased or operated by either of the Acquired Companies, have been provided to Purchaser.

Section 2.15 Intellectual Property .

• • • Section 2.15.1 General . Section 2.15.1(a) of the Disclosure Schedule sets forth with respect to the Intellectual Property Rights owned by either of the Acquired Companies: (A) for each patent and patent application, the patent number or application serial number for each jurisdiction in which the patent or application has been filed, the date filed or issued and the present status thereof; (B) for each registered trademark, trade name or service mark, the application serial number or registration number for each applicable country, province and/or state and the class of goods covered; (C) for each URL or domain name, the registration date, any renewal date and name of registry; (D) for each mask work, the date of first commercial exploitation and if registered, the registration number and date of registration for each applicable country, province and/or state and (E) for each registered copyrighted work, the number and date of registration for each by country, province and/or state in which a copyright application has been registered. In addition, Section 2.15.1(b) of the Disclosure Schedule includes a list of all Software incorporated in, provided with or otherwise necessary to use, support and maintain, either of the Acquired Companies’ products, including all Software that either of the Acquired Companies provides or makes available to its customers. True and correct copies of all applications filed and registrations (including all pending applications and application related documents) related to the Intellectual Property Rights listed on Section 2.15.1(a) of the Disclosure Schedule have been provided or made available to Purchaser. Section 2.15.1(c) of the Disclosure Schedule also sets forth all third party components, whether hardware, firmware or Software, that are incorporated in or provided by either of the Acquired Companies with their respective products, or that are otherwise necessary for the manufacture of the products of either of the Acquired Companies. Section 2.15.1(d) of the Disclosure Schedule lists all in-licenses of the Intellectual Property Rights applicable to the products of either of the Acquired Companies, other than standard, off-the-shelf Software commercially available on standard terms from third-party vendors.

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• • • Section 2.15.2 Royalties and Licenses. Except pursuant to the licenses listed in Section 2.15.3 of the Disclosure Schedule, neither of the Acquired Companies has any obligation to compensate or account to any person for the use of any of such Acquired Company’s Intellectual Property Rights or Technology.

      Section 2.15.3 Ownership. Each of the Acquired Companies (A) owns all right, title and interest in and to the Intellectual Property Rights and Technology purported to be owned by such Acquired Company, including the patents and patent applications listed in Section 2.15.1(a) of the Disclosure Schedule, free and clear of any liens, claims, third party rights or encumbrances and (B) has a valid and enforceable right or license to use all other Intellectual Property Rights and Technology used in the conduct of such Acquired Company’s business, and all such licensed Intellectual Property Rights and rights to use Technology will not cease to be valid and enforceable rights of such Acquired Company by reason of the execution, delivery and performance of this Agreement or by any ancillary agreements executed in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby. Without limiting the foregoing, the Intellectual Property Rights and Technology owned by the Acquired Companies have been: (1) developed by employees of the Acquired Companies within the scope of their employment; (2) developed by independent contractors who have assigned their rights to the Acquired Companies pursuant to enforceable written agreements or (3) otherwise acquired by the respective Acquired Company from a third party who has assigned all the Intellectual Property Rights and ownership of all Technology it has developed on such Acquired Company’s behalf to the respective Acquired Company, as applicable.

      Section 2.15.4 Absence of Claims; Non-infringement. No claim or Legal Proceeding has been instituted or is pending against either of the Acquired Companies, or, to the knowledge of the Acquired Companies, is threatened, that challenges the right of either of the Acquired Companies with respect to the use or ownership of the Intellectual Property Rights or Technology of the Acquired Companies. Without limiting the foregoing, no interference, opposition, reissue, reexamination, Legal Proceeding or other proceeding is or has been pending or, to the best of the Acquired Companies’ knowledge, threatened, in which the scope, validity or enforceability of any of the

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• • • Intellectual Property Rights of the Acquired Companies is being, has been or could reasonably be expected to be contested or challenged. Neither the Acquired Companies’ past nor present use of the Intellectual Property Rights or Technology owned by the respective Acquired Companies infringes upon, misappropriates, breaches or otherwise conflicts with the rights of any other person anywhere in the world. Neither of the Acquired Companies has received any notice alleging, and otherwise has no knowledge of (A) the invalidity of, or any limitation on either of the Acquired Companies’ right to use, any of the Intellectual Property Rights or Technology owned by such Acquired Companies or of (B) the alleged infringement, misappropriation or breach of any Intellectual Property Rights of others by either of the Acquired Companies. The Intellectual Property Rights and Technology owned by the respective Acquired Companies are not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator, court or other governmental authority affecting the rights of the Acquired Companies with respect thereto. To the knowledge of the Acquired Companies, no person has interfered with, infringed upon or misappropriated any of the Intellectual Property Rights of either of the Acquired Companies, or is currently doing so.

      Section 2.15.5 Licenses to Third Parties. Section 2.15.5 of the Disclosure Schedule lists all of the contracts pursuant to which any person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Intellectual Property Rights or Technology of either of the Acquired Companies. Neither of the Acquired Companies is bound by, and no Intellectual Property Rights owned by either of the Acquired Companies is subject to, any contract containing any covenant or other provision that in any way limits or restricts the ability of the respective Acquired Company to use, exploit, assert or enforce any of its Intellectual Property Rights anywhere in the world. Without limiting the foregoing, neither of the Acquired Companies has granted any exclusive licenses to the Intellectual Property Rights or Technology owned by the respective Acquired Company.

      Section 2.15.6 Protection of Intellectual Property Rights. All of the registrations and pending applications to governmental or regulatory bodies with respect to the Intellectual Property Rights owned by the Acquired Companies have been timely and duly filed, prosecution for such applications has been attended to, all maintenance and related fees have been paid and each of the Acquired Companies has taken all other

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• • • actions required to maintain their validity and effectiveness. Each of the Acquired Companies has taken all steps reasonably necessary or appropriate (including, entering into written confidentiality and nondisclosure agreements with officers, directors, subcontractors, employees, independent contractors, licensees and customers) to safeguard and maintain the secrecy and confidentiality of trade secrets that are material to the respective Acquired Company. Without limiting the foregoing, (A) there has been no misappropriation of any trade secrets or other confidential Intellectual Property Rights or Technology used in connection with the respective businesses of the respective Acquired Company by any person; (B) to the knowledge of the Acquired Companies, no employee, independent contractor or agent of either of the Acquired Companies has misappropriated any trade secrets of any other person in the course of performance as an employee, independent contractor or agent of the business and (C) to the knowledge of the Acquired Companies, no employee, independent contractor or agent of either of the Acquired Companies is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of the Intellectual Property Rights and Technology of the Acquired Companies. No funding, facilities or personnel of any governmental entity or educational institution were used to develop or create either of the Acquired Companies’ Intellectual Property Rights or Technology.

      Section 2.15.7 Software; Escrow. Any Software incorporated in the products of the respective Acquired Companies performs in all material respects. None of the Software is, in whole or in part, subject to the provisions of any "copyleft," open source or quasi-open source license agreement or any other agreement obligating either of the Acquired Companies to make source code available to third parties or to publish source code. Neither of the Acquired Companies has entered into any agreement requiring such Acquired Company to place the Software source code or other Technology in escrow so that a licensee might obtain access to it upon the occurrence of any release condition.

Section 2.16 Taxes .

• • • Section 2.16.1 Filing of Tax Returns . Each of the Acquired Companies has accurately prepared and timely filed all Tax Returns that it was required to file prior to the Agreement Date under applicable Tax Regulations. All such Tax Returns were correct and complete in all material respects and have been prepared in material

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• • • compliance with all applicable Tax Regulations. None of the Acquired Companies is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Governmental Entity in a juri