Common use of Intellectual Property Opinion Clause in Contracts

Intellectual Property Opinion. On or prior to the First Placement Notice Date and on any date which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinion of each of Eversheds Xxxxxxxxxx (US) LLP, Wolf, Greenfield & Sacks, P.C. and Prince IP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), each in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion letters are required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such written opinions for subsequent Representation Dates, Intellectual Property Counsel may each furnish the Agent with a letter to the effect that 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 Placement Notice Delivery Date and on any date within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the Guggenheim Securities a written opinion of each of Eversheds Xxxxxxxxxx Xxxxx & Xxxxxx LLP (US) LLPcollectively, Wolf, Greenfield & Sacks, P.C. and Prince IP, counsel for the “Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property IP Counsel”), each or other counsel satisfactory to Guggenheim Securities, in form and substance reasonably satisfactory to the Agent Guggenheim Securities and its counsel, dated the date that the opinion letters are 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 written opinions for subsequent Representation Dates, Intellectual Property Counsel counsel may each furnish the Agent Guggenheim Securities with a letter (a “Reliance Letter”) to the effect that the Agent Guggenheim Securities 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 Placement Notice Date and on any date on which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinion opinions of each of Eversheds Xxxxxxxxxx (US) White & Case LLP, Wolf, Greenfield & Sacks, P.C. and Prince IPXxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), each in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion letters are letter is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such written opinions opinion for subsequent Representation Dates, Intellectual Property Counsel may each furnish the Agent with a letter to the effect that 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 Placement Notice Delivery Date and within three (3) Trading Days of each Representation Date on any date which the Company is obligated files its Annual Report on 10-K (or, if the Company has notified Cowen that it does not then presently intend to deliver a certificate pursuant to Section 7(m) for make sales of Placement Shares under this Agreement, then the next date on which no waiver is applicablewritten opinions are delivered under this Agreement), the Company shall cause to be furnished to the Agent the Cowen a written opinion and negative assurance letter of each of Eversheds Xxxxxxxxxx (US) LLP, Wolf, Greenfield & Sacks, P.C. and Prince IP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent Dechert LLP (“Intellectual Property Company IP Counsel”), each or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to the Agent Cowen and its counsel, dated the date that the opinion letters are 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 written opinions for subsequent Representation Dates, Intellectual Property Counsel counsel may each furnish the Agent Cowen with a letter Reliance Letter to the effect that the Agent Cowen 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 Placement Notice Date and on any date which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent Agents the written opinion of each of Eversheds Xxxxxxxxxx (US) LLPMxxxx, WolfLxxxx, Greenfield & SacksCxxx, P.C. Fxxxxx, Glovsky and Prince IPPxxxx, P.C., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent Agents (“Intellectual Property Counsel”), each in form and substance satisfactory to the Agent Agents and its their counsel, dated the date that the opinion letters are required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such written opinions for subsequent Representation Dates, Intellectual Property Counsel may each furnish the Agent Agents with a letter to the effect that the Agent Agents 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 Placement Notice Date and on any date which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinion of each of Eversheds Xxxxxxxxxx (US) LLP, Wolf, Greenfield Xxxxxx Xxxxxxx Xxxxxxxx & Sacks, P.C. and Prince IPXxxxxx P.C., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel reasonably satisfactory to the Agent (“Intellectual Property Counsel”), each in form and substance reasonably satisfactory to the Agent and its counselAgent, dated the date that the opinion letters are letter is required to be delivered, modified, as necessary, to relate to the Registration Statement, the ADS Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such written opinions opinion for subsequent Representation Dates, Intellectual Property Counsel may each furnish the Agent with a letter to the effect that 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, the ADS Registration Statement and the Prospectus as amended or supplemented at such Representation Date).