IP Opinion. The Agents shall have received the opinion of Company IP Counsel required to be delivered pursuant Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

Opinion. For purposes of this Section, within thirty (30) days after notice by one party to the other of its belief that there is a payment or benefit due the Employee that will result in an excess parachute payment as defined in Section 280G of the Code or any successor provision thereto, the Employee and the Company shall obtain, at the Company’s expense, the opinion (which need not be unqualified) of nationally recognized tax counsel or tax accounting firm (“Tax Counsel”) selected by the Company’s independent auditors and acceptable to the Employee, which sets forth # the “base amount” within the meaning of [Section 280G]; # the aggregate present value of the payments in the nature of compensation to the Employee as described in [Section 280G(b)(2)(A)] (ii); # the amount and present value of any “excess parachute payment” within the meaning of [Section 280G(b)(1)] without regard to the limitations of this Section 7; # the after-tax value of the Change of Control Benefits if the reduction in Change of Control Benefits contemplated under this Section 7 did not apply; and # the after-tax value of the Change of Control Benefits taking into account the reduction in Change of Control Benefits contemplated under this Section 7. For purposes of determining the after-tax value of the Change of Control Benefits, the Employee shall be deemed to pay federal income taxes and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Employee’s domicile for income tax purposes on the date the payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from deduction of such state and local taxes.

Any intellectual property created, conceived, or developed in the performance of this Agreement (“Foreground IP”) shall be owned by the Party that created, conceived or developed such intellectual property, except that any modifications or improvements to the Technology, including the Production Strains, shall be owned by Licensor.

Joint IP. The Performing Party and Requesting Party shall jointly own all right, title, and interest in and to any and all Intellectual Property, data, and other work product, that the Performing Party conceives, invents, reduces to practice, develops or makes, solely or jointly with the Requesting Party or others, in the course of performance of this Agreement, that incorporates or otherwise relies on both the Performing Party’s and Requesting Party’s proprietary technology, materials, or know-how (the “Joint IP”). The Parties agree to negotiate in good faith any future licenses that may be sought or required for either Party to practice or rely upon Joint IP. Notwithstanding the foregoing, the Parties agree that the Performing Party shall not incorporate or rely on its proprietary information, technology, materials, or know-how in the performance of Services in such a manner that may lead to the creation of Joint IP without the prior written consent of the Requesting Party. Any requested proprietary biological material for use with the other Party’s proprietary material in the Services will only be subject to the terms of the Intercompany IP Agreement and will require execution of a material transfer agreement or clinical collaboration agreement, depending on the nature of the activities, prior to such Services.

Agreement IP. For purposes of determining ownership under this Section 6.1 (Ownership of Intellectual Property; Disclosure), inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred).

Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Varnum LLP, counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent, and covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion.

Background IP. Except as expressly set forth herein, each Party shall retain all right and title to any intellectual property of such Party as of the Effective Date, as well as any intellectual property (whether or not registered or registrable) developed independently of this Agreement and without reference to or use of the other Party’s Confidential Information (collectively, “Background IP”). ​.

Independent IP. Each Party shall retain and own all right, title and interest in and to all data, results, information, patent rights, know-how, or other intellectual property rights (“Intellectual Property”) controlled by such Party or its Affiliates as of the Amendment No. 2 Effective Date or acquired, in-licensed or generated, invented or discovered by such Party or its Affiliates outside the performance of the Services and without use of the other Party’s Proprietary Information.

IP Opinion. Such Purchaser shall have received an opinion of the Company’s intellectual property counsel, Sheppard, Mullin, Richter & Hampton LLP (“Company IP Counsel”), dated as of the Closing Date, addressed to such Purchaser in form and substance reasonably satisfactory to Stroock, as counsel to certain Purchasers.

Background IP. The Parties have compiled a list of all Background Intellectual Property known to be licensed under Section 9 of the MCA, and this list is set forth in Appendix 2. For clarification, neither Party shall be required to disclose the terms of any licenses, but may generally refer to Intellectual Property for which it has a license.