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Our firm’s HighTech Department works very closely with our clients throughout the entire life-cycle of their venture, starting with the early stages of incorporation, fund raising and structuring of their business model, through ongoing activities such as technology licensing, maturity, exit transactions and liquidity. Our practice includes corporate structure planning, founders’ agreement and various types of financing transactions (including

equity, debt, Convertible Instruments, SAFEs, and others). Our HighTech department has extensive experience also in share and option incentive plans; equity buy-back and repurchase plans; executive management, board of directors and shareholders' operations; corporate governance and the corporate regulatory environment; directors' and officers' duties and liabilities; interested-party transactions; ongoing day-to-day corporate maintenance, corporate reporting and other regulatory requirements; registration and establishment in Israel of foreign-owned subsidiaries; mergers and acquisitions; and winding up of corporate entities. The department is consistently listed in the top tier rankings of law firms as a leading department in its field.  Licenses and Technology Transactions. Leveraging our very unique and extensive technical knowledge and understanding, as well as business insight, we accompany our clients in structuring, preparing and negotiating licenses, subscription, SaaS and all types of technology and Intellectual-Property transactions.   We advise our clients on licensing of patents, software, trade secrets, trademarks, copyrights and other forms of intellectual property relating, among other, to computer software, biotechnology, medical devices, digital health, agricultural, manufacturing designs, digital content. We also have vast experience with strategic collaborations, research and development transactions and other technology transfer transactions, both with Multinational Companies as well as with academic institutes worldwide. Mergers and Acquisitions. Our Firm represents sellers, target companies, buyers, and major shareholders in mergers, acquisitions, divestitures, strategic joint ventures and change of control transactions, both domestic and cross-border. Our attorneys have the knowledge and experience to creatively and effectively advise clients on the structuring, negotiation and documentation of M&A transactions, compliance with regulatory and other legal requirements, and related corporate governance issues. Our interdisciplinary approach and the collective knowledge and experience of our team allows us to offer a comprehensive package of legal services in multiple fields including corporate, securities, employment, intellectual property, and antitrust law. General Corporate Law. We provide comprehensive guidance, assistance and follow-up services to a diverse group of commercial clients. Among our clientele are founders, investors, early stage start-ups, established companies and conglomerates. Our attorneys assist our clients, on a daily basis, in structuring and negotiating a wide range of commercial agreements, including, non-disclosure agreements, material transfer agreements, development agreements, distribution agreements, reseller agreements, supply, purchase and sale agreements, and manufacturing agreements. Information Technology. Our attorneys have vast experience in drafting information technology agreements for notable complex projects, from their deployment to their implementation, such as ERP and CRM Projects. Our clients include IT vendors and purchasers of IT across a broad range of industries, e-commerce companies, academic institutes and technology users.  Our transaction experience ranges from formulating and drafting relatively simple business software development agreements to large and complex system implementation and integration involving multiple parties and integrators. Our in-depth understanding of both the technology and project management aspects and the legal aspects of such projects ensures that our clients will be successful when they are implementing complex and crucial projects.

The Litigation and Dispute Resolution Department specializes in managing and resolving disputes and representing both plaintiffs and defendants in a wide range of legal proceedings, including claims management, arbitration and mediation. The department counsels and represents Israeli and multinational clients in complex commercial and civil cases before the various courts in Israel as well as in arbitration and mediation proceedings.

Coupled with its vast experience in representing clients in commercial cases, the department also has a wealth of knowledge in the areas of copyright, designs and trademark laws and in cases involving rights of artists, authors, writers and composers of musical and dramatic works as well as cases involving rights to trademarks, trademark registration and protection in proceedings litigated before the courts and the Registrar of Trademarks. The department has unique and extensive experience in representing food corporations in the area of distribution laws, devising management strategies for food corporations in terms of distribution, ongoing training of company executives, dispute management and representation of clients in the courts in distribution law disputes. The department also has substantial experience in representing manufacturers in class action suits, and a successful track record in litigating such cases. In addition, the department provides ongoing legal counseling to the firm’s clients in many areas of administrative law, including filing administrative petitions. The department’s team of attorneys is highly experienced in representing and guiding clients throughout the tender process, including representing bidders in government tenders. The department’s attorneys have a profound knowledge of Israeli tender laws and prep and advise clients on the administrative processes, bid preparation and submission. The department has vast experience in litigating some of the most challenging and complex civil cases in the various civil-commercial courts in Israel on a broad spectrum of issues, including appeals and petitions to the Supreme Court, both sitting as an appellate court and as the High Court of Justice. Adv. Zvi Chowers, an esteemed litigator leads who leads the litigation practice, also serves as an arbitrator and mediator in civil disputes involving trade, corporations, intellectual property and real estate.

Our firm has unique experience and expertise in international trade in a wide array of fields, and primarily trade in defense equipment and know-how. The firm's attorneys in the Defense Industry and Export Department, headed by Adv. Ofer Glusman, have vast experience and expertise in advising clients on compliance with Israeli and international import and export regulations and requirements. The

department’s attorneys are adept in counseling clients on the provisions of the Defense Export Control Agency Law (DECA) and on the intricacies of working under U.S. regulation, particularly in the defense field. In providing legal support to defense exporters to the U.S., the department’s attorneys are experts in navigating their clients through the legislative and administrative bureaucracy involved, including all aspects of the International Traffic in Arms Regulations (ITAR) requirements and compliance with international trade regulations, such as FCPA - Foreign Corrupt Practices Act and other regulations. Among the firm's clients are some of the largest exporters of defense products participating in U.S. Government defense projects. The firm offers a broad umbrella of legal services that activity in this field requires, including the assimilation of appropriate procedures and enforcement plans, negotiating with government agencies, helping clients through the government tender bidding process, solving problems involving IP and know-how rights in the U.S., etc. Among the firm’s clients: Plasan Sasa, Polycom Inc., Tadiran Telecom, The Technion, Tel Aviv University, Elmo Motion Control, ADVA Optical Networking Ltd. and others.

The firm's Real Estate and Urban Renewal Department handles all aspects of commercial and private real estate transactions. The firm has extensive experience in representing developers, contractors, purchase groups and private landowners in a broad range of transactions and projects, including income-producing real estate, development and construction of office and commercial buildings, sale and purchase transactions, etc. The department

also specializes in guiding and counseling clients in urban renewal projects, and has led TAMA 38/1 projects for strengthening aging buildings, TAMA 38/2 projects for demolition and reconstruction and evacuation-construction projects throughout the country. The department represents both building developers and apartment owners wishing to advance urban renewal projects in their residential buildings. The department's attorneys enjoy a tremendous advantage owing to their familiarity with the legal and commercial world from both sides of the urban renewal project, which enables them to spearhead and bring high quality projects to fruition. The department provides its clients with a one-stop shop for all the legal services they need to execute successful and high-yield transactions in a comprehensive manner throughout the life of the project or transaction. The department’s attorneys closely guide their clients through all phases of the project, from the earliest phases (due diligence and property feasibility studies) to the finish line when the client is registered as the property owner or with the successful completion of the commercial project. The department’s legal team provides creative solutions to complex legal and commercial problems that arise in the course of the transactions as well as a legal umbrella that gives the client - whether he is a private individual in a sale/purchase transaction or a large developer in a complex real estate development project - the peace of mind to focus on the practical side of executing the project. The department is listed year after year in the top tier rankings of law firms in the fields of real estate and urban renewal, where the department was ranked in 2018 as a forerunner in the field. Among the transactions and projects the department handles:

• Transactions for the purchase and sale of properties
• Urban renewal and TAMA 38 strengthening and reconstruction projects
• Initiating projects and counseling developers for the construction and sale of properties
• Lease agreements
• Due diligence and locating properties
• Construction, contracting and service agreements
• “Combination transactions” in which the landowner transacts with a developer for receiving units in a project in exchange for development services
• Purchase groups and groups of purchasers
• Various financing agreements
• Property management agreements
• Partnership and co-ownership agreements
• Handling the taxation aspects of property transactions and tax planning
• Cross-border real estate transactions

Our firm’s Media and Advertising Department represents media companies, Internet companies and leading Israeli and global advertising agencies, who benefit from the professional and creative counseling the department offers, with an emphasis on the area of advertising laws in which the department has a deep breadth of knowledge, and today is considered among the forerunners in the field. The

department’s attorneys are available to their clients from the stage of conceptualization, implementation to handling dealings with the various relevant authorities and regulators, including the Registrar of Trademarks, the Registrar of Patents, the Registrar of Databases, the various television channels and the Second Authority for Television and Radio. Among the department’s clients are high-tech media companies and business and private investors, who receive ad hoc legal services on a regular basis. The firm has earned a reputation for success in counseling Israeli clients operating abroad as well as overseas clients operating in Israel. In recent years, owing to the major technological advancements in Israel and worldwide, the department plans to focus on the Internet and digital fields. The department team is well-acquainted with the online tools frequently used in recent years, and has its fingers on the pulse of the constant developments and innovations in the field. Our clients further benefit from our profound business understanding and knowledge in accounting.

The firm's IP Department provides a full range of services. We handle all aspects relating to trademarks, copyrights and designs - registration, maintenance, protection and enforcement of intellectual property rights in Israel and around the world. The range of services that the department offers include:

• Developing strategies for IP assets of all types
• Trademark searches, examination

  and maintenance

• Global trademark portfolio management
• Trademark revocation applications
• Trademark opposition proceedings
• Trademark invalidation proceedings
• Trademark enforcement and fighting infringements
• Infringement claims
• All types of IP licenses
• Franchising
• Transactions for the transfer of know-how and IP rights
• Copyright protection and enforcement

• Assisting clients on patent issues (the department collaborates with patent attorneys in Israel and abroad)

The firm's Labor Law Department provides up-to-date advice on all aspects of labor laws to both employers and employees. Labor law is a dynamic and evolving area, one which calls for unique expertise, experience and professionalism, as well as a deep knowledge and understanding of the complexities and sensitives involved in work relations. The firm's vast experience and deep

understanding of the commercial and business aspects are also true of the Labor Law Department, and give it a significant edge in responding to the complex needs of the modern labor market. The department provides a premier service, while ensuring maximum availability to clients coupled with the personal and warm touch that is our firm’s hallmark. The department sends its clients regular updates, and the staff regularly attends professional conferences to keep abreast of the developments in the field. Members of the department staff also lecture in various forums. The department is consistently listed in the top tier rankings of law firms. The services offered by the department include, among others:

• Drafting employment agreements of all types
• Writing legal opinions and providing counseling at all stages of employment, including on special topics such as women in the workplace, sexual harassment, discrimination and privacy protection.
• Providing ongoing counseling to HR managers
• Guiding transactions regarding labor law aspects
• Representation of employers and employees in labor courts and before the various authorities
• Drafting agreements with independent contractors, consultants, service providers, etc.
• Advice on confidentiality, no-compete clauses, protection of trade secrets and intellectual property rights
• Advice to employers and employees on issues relating to collective employment relations
• Preparation of special option plans and compensation plans
• Advising managers and senior executives on issues related to options and benefits
• Counseling multinational companies operating in Israel on compliance with the Israeli statutory requirements
• Counseling to employers and employees regarding relocation to and from Israel

Our firm's Commercial Department has decades of experience in representing and supporting clients in their activities in Israel and abroad as well as international clients in their activities in Israel in complex transactions across a broad spectrum of fields. The firm's attorneys have a wealth of experience in advising and navigating clients through complex commercial transactions, such as mergers

and acquisitions in Israel and abroad, setting up partnerships and joint ventures and representing high-tech companies in various phases of their growth. The Commercial Law Department closely works with the firm's various other departments, such as the departments of labor law, real estate and intellectual property, to provide our clients with an end-to-end service for addressing their legal needs. The department provides a broad spectrum of commercial and business legal services, including drafting and negotiating manufacturing agreements, R&D agreements, licensing agreements, marketing and distribution agreements, to name a few. The firm's attorneys provide clients with ongoing legal counseling and representation in the areas of corporate law, including securities laws, public companies as well as closely guiding them throughout the corporation's life cycle. Among our clients are Israeli and international corporations and businesses, industrial companies, some of the largest Israeli food conglomerates, prominent advertising companies in Israel and around the world, and private businessmen. Mergers and acquisitions is also one of the department’s core practice areas in which it has acquired years of experience and extensive knowledge. The department regularly represents acquirers and companies in M&A transactions, and has successfully executed some of the most high-profile M&A transactions in Israel. As part of the firm's comprehensive suite of services in the fields of corporate law and securities, the firm's attorneys provide ongoing counseling on capital market regulations and corporate governance, including reporting to the authorities, advice to the company's organs in accordance with changing regulations, including amendments to the Companies Law and the Securities Law, providing corporate secretarial services and ongoing legal support of its activity. In addition, the department's attorneys assist and guide business entities and private businessmen in the field of tenders, in the bidding process and submission of relevant documents, analysis of agreements and setting up the infrastructure for the new activity of the tender winners. Our commercial clients benefit greatly from the vast experience and international background of the attorneys in the Commercial Department, including their familiarity with foreign practice and law, various cultural perspectives and linguistic abilities that streamline the service and legal counseling.