definiens: ( which forpurposes of this Agreement means any entity ( i ) in which the Company, directly or indirectly, owns capital stock orholds an equity or similar interest and ( ii ) which has operations and material assets ) are corporations duly organizedand validly existing in good standing under the laws of the jurisdiction in which they are incorporated, and have therequisite corporate power and authorization to own their properties and to carry on their business as now beingconducted . Each of the Company and its Subsidiaries is duly qualified as a foreign corporation to do business and isin good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by itmakes such qualification necessary, except to the extent that the failure to be so qualified or be in good standingwould not have a Material Adverse Effect . The Company has no Subsidiaries other than its presently inactivesubsidiary, Discovery Laboratories, Inc., formerly known as Acute Therapeutics, Inc