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 on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage 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 Date and within three (3) Trading Days of each Representation Bring-Down Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to XX Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage LLP the intellectual property counsel of the Company, or other counsel satisfactory to XX Xxxxx, including any other counsel subsequently hired by the Company with respect to the Company’s intellectual property matters (“Company IP Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to XX Xxxxx and its counsel, dated the date that the such 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 opinion for subsequent Representation Bring-Down Dates, counsel may furnish XX Xxxxx with a Reliance Letter to the effect that XX 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 Bring-Down Date).

Intellectual Property Opinion. On or prior to the First Delivery Placement Notice Date and within three (3) Trading Days of each Representation Date on any date which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend is obligated to make sales of Placement Shares under this Agreement, then the next date on deliver a certificate pursuant to Section 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion of each of Eversheds Xxxxxxxxxx (US) LLP, Wolf, Greenfield & Sacks, P.C. and negative assurance letter of Xxxxxxx & Gage LLP Prince IP, 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, each in form and substance reasonably satisfactory to Xxxxx the Agent and its counsel, dated the date that the opinion is letters are 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, counsel Intellectual Property Counsel may each 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 on any date on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend is obligated to make sales of Placement Shares under this Agreement, then the next date on deliver a certificate pursuant to Section 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion opinions of (i) Xxxxxx LLP and negative assurance letter of (ii) Xxxxxx Xxxxxxx Xxxxxxxx & Gage LLP Xxxxxx, P.C., each 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 is letters are 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, 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 five (35) Trading Days of each Representation Date on with respect to which the Company files its Annual Report on 10-K is obligated to deliver a certificate pursuant to Section 7(m) (or, if the Company has notified Xxxxx that it does not then presently intend other than pursuant to make sales of Placement Shares under this Agreement, then the next date on Section 7(m)(iii)) and for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage Dechert LLP (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx 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 mattersXxxxx and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and dated as of the date that such certificate is required to be delivered; provided, however, the Company shall be required to furnish to Xxxxx no more than one opinion hereunder per calendar year; provided, further, that in lieu of such opinions for subsequent Representation DatesDates on which Company IP Counsel is obligated to deliver an opinion hereunder, counsel may furnish Xxxxx with a letter (“IP Reliance Letter Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) 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 Dateas of the date of the IP Reliance Letters).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each 10-K Representation Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage Xxxxx + Xxxxxx LLP (“Company IP Counsel”), or other counsel reasonably 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, dated the date that such certificate 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 opinions and negative assurance letters 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 or negative assurance letter delivered under this Section 7(o) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion or negative assurance 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 10-K Representation Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxxx & Gage Xxxxx + Xxxxxx LLP (“Company IP Counsel”), or other counsel reasonably 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, dated the date that such certificate 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 opinions and negative assurance letters for subsequent 10-K Representation Dates, counsel may furnish Xxxxx Cowen with a Reliance Letter to the effect that Xxxxx Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(o) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion or negative assurance 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 on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of each of Xxxxxx Xxxxxxxx LLP and negative assurance letter of Xxxxxxx Finnegan, Henderson, Farabow, Garrett & Gage Dunner, LLP (collectively, the “Company IP Counsel”), or other counsel satisfactory to Xxxxx, each 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 letter (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 Date and within three (3) Trading Days of each Representation Bring-Down Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to XX Xxxxx a written opinion and negative assurance letter of Xxxxxx, Xxxx & Xxxxxxx & Gage LLP (“Company IP Counsel”), or other counsel satisfactory to XxxxxXX Xxxxx (including any other counsel subsequently hired by the Company with respect to the Company’s intellectual property matters), in form and substance reasonably satisfactory to XX Xxxxx and its counsel, dated the date that the such 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 opinion for subsequent Representation Bring-Down Dates, counsel may furnish XX Xxxxx with a Reliance Letter to the effect that XX 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 Bring-Down Date).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date on which the Company files its Annual Report on 1020-K F (or, if the Company has notified Xxxxx Cowen that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Gage LLP Xxxxxx, P.C. (the, “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).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx Guggenheim Securities a written opinion and negative assurance letter of Xxxxxxx Xxxxx & Gage Xxxxxx LLP (collectively, the “Company IP Counsel”), or other counsel satisfactory to XxxxxGuggenheim Securities, in form and substance reasonably satisfactory to Xxxxx Guggenheim Securities 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 Guggenheim Securities with a letter (a “Reliance Letter Letter”) to the effect that Xxxxx Guggenheim Securities 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 on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxxx Xxxxx Xxxx LLP and XxXxxxxx & Gage English, LLP (“together, "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 Date and within three (3) Trading Days of each Representation Bring-Down Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Cowen written opinions of Xxxxxx LLP, XxXxxxxx & English LP, and Xxxxxxx Xxxxxxxx Xxxxxxxxx & Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage LLP (“Company IP CounselCounsels”), or other counsel satisfactory that the Company retains in addition to Xxxxxor in replacement of one or more Company IP Counsels, 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 Reliance 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).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxxxx & Xxxxxxxx LLP and negative assurance letter of Xxxxxxx Xxxxxxxxxx Xxxxxxxx & Gage Xxxxxxxx LLP (each, “Company IP Counsel”), or other counsel reasonably 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, modified, as necessary, 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 each Company IP 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 Placement Notice Date and within three (3) Trading Days of each Representation Date on any date on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend is obligated to make sales of Placement Shares under this Agreement, then the next date on deliver a certificate pursuant to Section 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agent the written opinion opinions of White & Case LLP, Wolf, Greenfield & Sacks, P.C. and negative assurance letter of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx & Gage LLP 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 five (35) Trading Days of each Representation Date on with respect to which the Company files its Annual Report on 10-K is obligated to deliver a certificate pursuant to Section 7(m) (or, if the Company has notified Xxxxx that it does not then presently intend other than pursuant to make sales of Placement Shares under this Agreement, then the next date on Section 7(m)(iii)) and for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage LLP Dechert LLP, intellectual property counsel to the Company (“Company IP Counsel”), or other counsel reasonably 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, the Company shall be required to furnish to Xxxxx no more than one opinion hereunder per calendar year; provided, further, that in lieu of such opinions opinion for subsequent Representation DatesDates on which IP Counsel is obligated to deliver an opinion hereunder, counsel IP Counsel may furnish Xxxxx with a letter (“IP Reliance Letter Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(o7(p) 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 Dateas of the date of the IP Reliance Letter).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx Cowen that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxxx & Gage Dechert 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 Date and within three (3) Trading Days of each Representation Bring-Down Date on which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx Cowen that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxxx & Gage Xxxxx Xxxx LLP (the, “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).

Intellectual Property Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date on with respect to which the Company files its Annual Report on 10-K (or, if is obligated to deliver a certificate in the Company has notified Xxxxx that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on form attached hereto as Exhibit 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxxx & Gage 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 letter (a “Reliance Letter Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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 on any date which the Company files its Annual Report on 10-K (or, if the Company has notified Xxxxx that it does not then presently intend is obligated to make sales of Placement Shares under this Agreement, then the next date on deliver a certificate pursuant to Section 7(m) for which written opinions are delivered under this Agreement)no waiver is applicable, the Company shall cause to be furnished to Xxxxx a the Agents the written opinion of Mxxxx, Lxxxx, Cxxx, Fxxxxx, Glovsky and negative assurance letter of Xxxxxxx & Gage LLP Pxxxx, P.C., counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agents (“Company IP Intellectual Property Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx the Agents and its their counsel, dated the date that the opinion is letters are 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, counsel Intellectual Property Counsel may furnish Xxxxx the Agents with a Reliance Letter letter to the effect that Xxxxx the 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).