Form of Opinion of Intellectual Property Counsel Sample Clauses

Form of Opinion of Intellectual Property Counsel. All capitalized terms used but not defined in this Annex III shall have the meanings ascribed to such terms in the Underwriting Agreement to which this Annex is attached. We are familiar with the United States and worldwide Patent and Trademark Laws (“Patent and Trademark Laws”) and related governmental regulations as applied generally to patents and trademarks of the nature under development by the Company and we have reviewed the sections of the Registration Statement, the Sale Preliminary Prospectus and Prospectus, including documents incorporated by reference therein, related to medical technologies of the nature under development by the Company (collectively, the “Intellectual Property Disclosure”);
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Form of Opinion of Intellectual Property Counsel. 1. To the best of our knowledge, the information in the Registration Statement, the Pricing Prospectus and the Prospectus under "Risk Factors-Risks Related to Our Intellectual Property," and "Business-Intellectual Property" to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects and fairly and correctly presents the information called for with respect thereto.
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Form of Opinion of Intellectual Property Counsel. All capitalized terms used but not defined in this Annex III shall have the meanings ascribed to such terms in the Underwriting Agreement to which this Annex is attached.
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Form of Opinion of Intellectual Property Counsel. A. Such counsel has no reason to believe after diligent inquiry that: (i) the Registration Statement, at the date that the Registration Statement became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, including the Company’s Annual Report on Form 10-K for the year ended December 29, 2006 (the “Form 10-K”) incorporated by reference therein, as of its date or the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; and we do not know after diligent inquiry of any legal or governmental proceedings pending or threatened required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Prospectus or to be filed as exhibits thereto which are not described or filed, as required.
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Related to Form of Opinion of Intellectual Property Counsel

  • Opinion of Intellectual Property Counsel On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxx Day LLP, counsel for the Company with respect to certain intellectual property matters, dated as of such date, in the form attached hereto as Exhibit B-1 and to such further effect as the Representatives shall reasonably request.

  • Opinion of Intellectual Property Counsel for the Company Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Special Intellectual Property Counsel for the Company On the Closing Date, the Representative shall have received the opinion of Fish & Rxxxxxxxxx, special intellectual property counsel for the Company, dated the Closing Date, addressed to the Representative, in form and substance reasonably satisfactory to the Representative.

  • RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the IP Security Agreement and acknowledges, confirms and agrees that said IP Security Agreement contains an accurate and complete listing of all Intellectual Property Collateral as defined in said IP Security Agreement, which shall remain in full force and effect.

  • Definition of Intellectual Property For purposes of this Agreement, the term “Intellectual Property” means all Works, trademarks, trademark applications, patents, patent applications, copyright materials, trade names, trade name applications, industrial designs, and applications to register designs.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

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