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RETALIX LTD.

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The following table presents information about the rate of inflation in Israel, the rate of devaluation of the NIS against the U.S. dollar, and the rate of<br />

inflation in Israel adjusted for the devaluation:<br />

Because exchange rates between the NIS and the dollar fluctuate continuously, albeit with a historically declining trend in the value of the NIS,<br />

exchange rate fluctuations and, in particular, larger periodic devaluations may have an impact on our profitability and period-to-period comparisons of our<br />

results. We believe that inflation in Israel and exchange rate fluctuations between the NIS and the dollar have not had a material effect on our results of<br />

operations.<br />

C. Research and Development, Patents and Licenses, Etc.<br />

Research and Development<br />

We believe that our research and development efforts are essential to our ability to successfully develop innovative products that address the needs of<br />

our customers as the market for enterprise-wide software solutions evolves. In particular, we intend to continue to invest significant resources in<br />

developing new next-generation products for use in our enterprise solution As of December 31, 2005, our research and development staff consisted of 598<br />

employees, of whom 344 were located in Israel and the remaining 254 were located primarily in the United States.<br />

Proprietary Rights<br />

Year Ended<br />

December 31,<br />

We have no patents or patent applications pending. Our success and ability to compete are dependent in part on our proprietary technology. We rely<br />

on a combination of copyright, trademark and trade secret laws and non-disclosure agreements to establish and protect our proprietary rights. To date, we<br />

have relied primarily on proprietary processes and know-how to protect our intellectual property.<br />

Grants from the Office of the Chief Scientist<br />

Israeli Inflation<br />

Rate<br />

%<br />

From time to time we receive grants under programs of the Office of the Chief Scientist, or the OCS, of the Ministry of Industry, Trade and Labor of<br />

the Government of Israel. The amount of grants of the OCS recognized in our statement of operations for the year ended December 31, 2005 was<br />

approximately $539,000. This governmental support is conditioned upon our ability to comply with certain applicable requirements and conditions<br />

specified in the OCS’s program and with the provisions of the Law for the Encouragement of Research and Development in the Industry, 1984, and the<br />

regulations promulgated thereunder, or the Research and Development Law. In June 2005, an amendment to the Research and Development Law came into<br />

effect, which intends to make the Research and Development Law more compatible with the global business environment by, among other things, relaxing<br />

restrictions on the transfer of manufacturing rights outside Israel and on the transfer of government-funded know-how outside of Israel, as described below.<br />

55<br />

NIS Devaluation<br />

Rate against the<br />

U.S. dollar<br />

%<br />

Israel Inflation<br />

Adjusted for the<br />

Devaluation of the<br />

NIS against the U.S.<br />

dollar<br />

%<br />

2000 0.0 (2.7) 2.7<br />

2001 1.4 9.3 (7.9)<br />

2002 6.5 7.3 (0.8)<br />

2003 (1.9) (7.6) 5.7<br />

2004 1.2 (1.6) 2.8<br />

2005 2.4 6.8 4.4

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