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Contingencies
3 Months Ended
Mar. 31, 2013
Contingencies  
Contingencies

11.          Contingencies

 

Landmark Ventures, Inc. (“Landmark”) has asserted that Safend Inc. (“Safend USA”), a subsidiary of Safend Ltd. (Wave’s Israeli subsidiary), has breached a consulting agreement between Landmark and Safend USA (the “Consulting Agreement”) which was terminated by Safend USA in July of 2011. According to an amended complaint filed in January 2012 by Landmark in the federal district court in New York, Safend USA (a) owes unspecified amounts to Landmark and (b) violated a provision of the Consulting Agreement by working with a former Landmark employee, resulting in damages of no less than $5,000,000.  Landmark has also named Safend Ltd. and Wave Systems Corp. (“Wave”) as defendants, alleging that both companies are legally responsible for Safend USA’s alleged breaches.  Safend USA, Safend Ltd. and Wave have moved to dismiss the Landmark amended complaint in its entirety.  On September 4, 2012, the federal district court granted Safend Inc.’s motion to dismiss the Landmark lawsuit and ordered the dismissal of the amended complaint with prejudice.  Landmark thereafter filed a timely notice of appeal to the United States Court of Appeals for the Second Circuit, which affirmed the judgment of the federal district court on March 12, 2013.   Although Landmark has 90 days to petition the United States Supreme Court for an application to permit an appeal, Wave has received no indication that it intends to do so.  To the extent Landmark seeks to appeal the Second Court’s decision, Wave currently cannot make a reasonable estimate of the reasonably possible loss or range of loss, if any.  However, an unfavorable outcome could materially and adversely affect Wave’s business, financial condition or results of operations.