There are no Litigations pending or, to Licensee and Parent’s Knowledge, threatened against Licensee and Parent that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Licensee’s or Parent’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement to which it is a party, or to timely consummate the transactions contemplated hereby or thereby. There are no unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against Licensee and Parent that, individually or in the aggregate, would reasonably be expected have a material adverse effect on 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.