Seller is a corporation duly organized, validly existing and in good standing under the laws of Canada. Seller has all power and authority, and all Consents of all Governmental Entities, required to own its property and conduct its business as now conducted and to exercise its rights and to perform its obligations under this Agreement and the Product Agreements. Seller is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification or good standing is required by applicable Law, except as individually or in the aggregate would not result in a Seller Material Adverse Effect.