Common use of Intellectual Property Counsel Clause in Contracts

Intellectual Property Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent the written opinion and a negative assurance letter of Wilson, Sonsini, Xxxxxxxx & Xxxxxx LLP (collectively, “Intellectual Property Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent the written opinion and negative assurance letter of Intellectual Property Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinion and negative assurance for subsequent periodic filings under the Exchange Act, Intellectual Property Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the opinion and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Intellectual Property Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent the written opinion opinions and a negative assurance letter of WilsonXxxxxxxxx, Sonsini, Xxxxxxxx Xxxxx & Xxxxxx Xxxxx LLP (collectively, “Intellectual Property Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent the written opinion opinions and negative assurance letter letters of Intellectual Property Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinion opinions and negative assurance for subsequent periodic filings under the Exchange Act, Intellectual Property Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the opinion opinions and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Intellectual Property Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent the a written opinion and a negative assurance letter of Wilsoneach of Sheppard, SonsiniMullin, Xxxxxxxx Xxxxxxx & Xxxxxx Xxxxxxx LLP and Riverside Law LLP (collectively, “Intellectual Property Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent the written opinion opinions and negative assurance letter letters of Intellectual Property Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinion opinions and negative assurance for subsequent periodic filings under the Exchange Act, Intellectual Property Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the opinion opinions and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).