Seller is (i) a limited liability company duly organized, validly existing and in good standing under the Laws of Florida and (ii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which such qualification or licensing is necessary under applicable Laws or where the Exploitation of the Products requires such qualification, except where the failure to be so qualified would not reasonably be expected to be material to the Business, Purchased Assets or the Products, taken as a whole. Seller has no Subsidiaries.