Common use of Intellectual Property Opinion Clause in Contracts

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx with a Reliance Letter to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxxxxxx & Xxxxxxxxx P.L.C., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel reasonably satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxx LLP Xxxxx Xxxx LLP, or other counsel satisfactory to Xxxxx (“Company IP Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx Cowen with a Reliance Letter letter to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxx Cxxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx Cowen with a Reliance Letter to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Boehmert & Boehmert, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel reasonably satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date on which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxxxxx Xxxxxxx, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP J X Xxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP XX Xxxx Pty Ltd., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) and for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Leerink a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Procter LLP in its capacity as the Company’s intellectual property counsel (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to XxxxxLeerink, in form and substance reasonably satisfactory to Xxxxx Leerink and its counsel, dated substantially similar to the date that the opinion is required form previously provided to be delivered, with respect to intellectual property mattersLeerink and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel Intellectual Property Counsel may furnish Xxxxx Leerink with a Reliance Letter letter to the effect that Xxxxx Leerink may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each 10-K Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxx LLP Wolf, Greenfield & Sacks, P.C. (“Company IP Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish Xxxxx with a Reliance Letter to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxx+Elbing LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o7(p) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date on which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxx Lovells US LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date on which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Mxxxxxxx Xxxxxxx, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date on which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxx & Associates LLC, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP X.X. Xxxx & Co., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxxxx Procter LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of each of Wolf, Greenfield & Sacks, P.C. and negative assurance letter of Xxxxxx LLP (“Company IP Counsel”)MH2 Technology Law Group LLP, or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx with a Reliance Letter letter to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Cxxxxx Hall & Sxxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxx Xxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP J.X. Xxxx & Co., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cxxxx a written opinion and negative assurance letter of Xxxxxx Cxxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to XxxxxCxxxx, in form and substance reasonably satisfactory to Xxxxx Cxxxx and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx Cxxxx with a Reliance Letter to the effect that Xxxxx Cxxxx may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to on any date which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion and negative assurance letter of Xxxxxx LLP Xxxxxxxxx Traurig, LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion letter is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions written opinion for subsequent Representation Dates, counsel Intellectual Property Counsel may furnish Xxxxx the Agent with a Reliance Letter letter to the effect that Xxxxx the Agent may rely on a prior opinion letter delivered by such counsel under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxx LLP Leydig, Xxxx & Xxxxx, Ltd. (“Company IP Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, with respect to intellectual property matters, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, counsel may furnish Xxxxx Cowen with a Reliance Letter to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).