Except as set forth on Schedule 8.4 (the “Licensee and Parent Consents” and collectively with the Licensor Consents, the “Consents”), no consent, approval, waiver, filing or authorization is required to be obtained by Licensee and Parent from, or to be given by Licensee and Parent to, or made by Licensee and Parent with, any Person (including a Governmental Entity or securities exchange), in each case, as a result of the execution, delivery or performance by Licensee and Parent of this Agreement and the Ancillary Agreements, except for such consents, approvals, waivers, filings or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Licensee’s or Parent’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.