The execution and delivery of this Agreement and the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Buyer is a party or by which it or its property is bound, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect on the Buyer, or (ii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Buyer or its property, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect on the Buyer, or (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Buyer or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which the Buyer is a party or by which it is bound or to which any of the property or assets of the Buyer is subject, where such Lien is reasonably likely to result in a Material Adverse Effect on the Buyer. No consent, approval, authorization or order of, or registration, qualification or filing with, any Governmental Authority in the United States is required for the execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby, such as have been made or obtained or other than other than filings and consents to be made with the US Patent and Trademark Office, the US Food and Drug Administration and any comparable foreign agencies.