Compliance with Laws; Licenses and Permits (a) Each of Seller and LicenseCo has complied, and is now complying, in all material respects, with all Laws applicable to it or its business, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”). There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating to the business which do or may affect, limit or control the operation of the business of Seller, LicenseCo or the Assets. (b) Schedule 5.15(b) sets forth a list of all of the permits, licenses, certificates, approvals and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies (the “Licenses”) held by Seller or LicenseCo. Each of the Licenses is in full force and effect. Seller and LicenseCo are not in material violation of any of the Licenses nor has there occurred any event which, to the Knowledge of the Seller Parties, with the passage of time or giving of notice or both, would constitute a violation of any of the Licenses. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and are valid and in full force and effect. All fees and charges with respect to such Licenses as of the date hereof have been paid in full. To the Knowledge of the Seller Parties, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation of any Licenses. No proceeding is pending or, to the Knowledge of the Seller Parties, threatened in writing seeking the revocation, limitation or non-renewal of any of the Licenses. All renewals for the Licenses have been timely applied for, and to the Knowledge of the Seller Parties, no event or circumstance has occurred or exists (other than those events or circumstances that relate to Buyer) that would prohibit or prevent the re-issuance to LicenseCo or Buyer, as applicable, of any of the Licenses.