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 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 of Xxxxxxxx Xxxxxxx, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 2 contracts

Samples: Sales Agreement (Axsome Therapeutics, Inc.), Sales Agreement (Axsome Therapeutics, Inc.)

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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(m7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinion of Xxxxxxxx XxxxxxxXxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in substantially the form and substance satisfactory to the Agent and its counselpreviously agreed, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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(o7(n) 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).

Appears in 2 contracts

Samples: Sales Agreement (INSMED Inc), Insmed Incorporated (INSMED Inc)

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 applicableless than once per fiscal year, the Company shall cause to be furnished to the Agent the written opinion of Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx& Xxxxxx, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 2 contracts

Samples: Sales Agreement (Reneo Pharmaceuticals, Inc.), Sales Agreement (Reneo Pharmaceuticals, Inc.)

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 of Xxxxxxxx XxxxxxxXxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 2 contracts

Samples: Sales Agreement (Athenex, Inc.), Sales Agreement (Allovir, Inc.)

Intellectual Property Opinion. On or prior to the First Placement Notice Delivery Date and on any date on 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 Xxxxx a written opinion and negative assurance letter of Xxxxxxxx Xxxxxxx, counsel for the Company with respect to intellectual property mattersXxxxxx LLP, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”)Xxxxx, in form and substance satisfactory to the Agent Xxxxx 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 written opinion opinions for subsequent Representation Dates, Intellectual Property Counsel counsel may furnish the Agent Xxxxx with a letter to the effect that the Agent Xxxxx 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).

Appears in 1 contract

Samples: Sales Agreement (Tobira Therapeutics, Inc.)

Intellectual Property Opinion. On If requested by the Agent, 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 applicableless than once per fiscal year, the Company shall cause to be furnished to the Agent the written opinion of Xxxxxxxx XxxxxxxXxXxxxx Xxxx PLLC, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Avalo Therapeutics, Inc.)

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 of Xxxxxxxx XxxxxxxXxxxxxx Procter LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Cullinan Oncology, Inc.)

Intellectual Property Opinion. On If requested by the Agent, on or prior to the First Placement Notice Delivery Date and on any date on which no more than once per fiscal year, provided that 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 written opinion of Xxxxxxxx XxxxxxxCxxxxx, Hxxx & Sxxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Olema Pharmaceuticals, Inc.)

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 of Xxxxxxxx Xxxxxxx, external counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel matters satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Mereo Biopharma Group PLC)

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 applicableless than once per fiscal year, the Company shall cause to be furnished to the Agent the written opinion of Xxxxxxxx XxxxxxxXxxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Mirum Pharmaceuticals, Inc.)

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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 applicableless than once per fiscal year, the Company shall cause to be furnished to the Agent Agents the written opinion of Xxxxxxxx XxxxxxxXxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent Agents (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent Agents and its their counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Mirum Pharmaceuticals, Inc.)

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 of Xxxxxxxx XxxxxxxBelvis Law, LLC, counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (LENSAR, Inc.)

Intellectual Property Opinion. On If requested by the Agent, on or prior to the First Placement Notice Delivery Date and on any date on which no more than once per fiscal year, provided that 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 written opinion of Xxxxxxxx XxxxxxxXxxxxx, Xxxx & 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”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (Olema Pharmaceuticals, Inc.)

Intellectual Property Opinion. On or prior to the First date of the first Placement Notice and within five (5) Trading Days of each Representation Date and on any date on with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) and for which no waiver is applicable, the Company shall cause to be furnished to the Agent the a written opinion of Xxxxxxxx Xxxxxxx, counsel for the Company with respect to intellectual property matters, or such other Company’s intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion letter is required to be deliveredAgent 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 written opinion opinions for subsequent Representation Datesperiodic filings under the Exchange Act, Intellectual Property Counsel may 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(o7(n) 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).

Appears in 1 contract

Samples: Sales Agreement (Ardelyx, Inc.)

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) 10-K Filing Event for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinion of Xxxxxxxx Xxxxxxx, in-house counsel for the Company with respect to intellectual property matters, or such other intellectual property counsel satisfactory to the Agent (“Intellectual Property Counsel”), in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion 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 opinion for subsequent Representation Dates, Intellectual Property Counsel may 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).

Appears in 1 contract

Samples: Sales Agreement (NeuroPace Inc)

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