Hollis. Eden shall make any necessary payments, commencing whxx working capital is available to Hollis-Eden but not later than August 1995, due pex xxxxxx 0.2 of the Colthurst License Agreement in order to protect thx Xxxxx Xatent Rights granted to Hollis-Eden per the said Agreement. These payments xxxxx xx xn the order of $5,000 per month and shall not be deductible from the fees payable under Section 2 above.
Hollis. Eden's payment obligation under this Xxxxxxx 0.0 xxxxx xxxxxx xxx and payable within 30 days from the Effective Date of the occurrence of one, or any, of the following events;
Hollis. Eden sub-licenses either in full or any part thereof, xx the technology received pursuant to, or developed from, the Colthurst License Agreement provided that funds received by Licensor from the sub-licensing arrangement shall be applied toward the minimum royalty amount in the year in which such funds are received by Licensor; or
Hollis. Eden licenses or funds research of any technology not developed or based upon its Licensed technology pursuant to its Agreements with Edenland, Inc., Colthurst and/or Patrick T. Prendergast; or
Hollis. Eden shall make any necessary payments, commencing as xxxx as working capital is available to Hollis-Eden but not later than August 1995, due pex xxxxxx 0.2 of the Edenland License Agreement in order to protect the World Patent Rights granted to Hollis-Eden per the said Agreement. These paymentx xxxxx xx in the order of $5,000 per month and shall not be deductible from the fees payable under Section 2 above.
Hollis. Eden is a corporation ----------------- duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as they are now being owned, leased, operated and conducted. Hollis-Eden is qualified or licensed to do business xxx xx in good standing as a foreign corporation in each jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it requires such qualification or licensing, except where the failure to be so qualified or licensed could not have a Hollis-Eden Material Adverse Effect (as definex xx Xxxxion 3.6 hereof). The jurisdictions in which Hollis-Eden is qualified or licensed to do businesx xx x xxxeign corporation are set forth on Schedule 3.1. ------------- Hollis-Eden has no direct or indirect subsidiaries or affilixxxx, either wholly or partially owned, and Hollis-Eden does not hold any economic, voting xx xxxxxxxent interest in any corporation, proprietorship, firm, partnership, limited partnership, trust, association, individual or other entity (a "Person") or own any security issued by any Person. True, correct and complete copies of the Certificate of Incorporation and By-laws, as amended, and minutes of meetings (or written consents in lieu of meetings) of the Boards of Directors (and all committees thereof) and stockholders of Hollis-Eden have been, or prior to the Closing Xxxx xxxx have been, delivered to IAC.
Hollis. Eden has obtxxxxx xxx is in compliance xxxx xxx governmental permits, licenses, registrations, certificates of occupancy, approvals and other authorizations (collectively, the "Permits") that are required for the complete operation of the business of Hollis-Eden as currently operated, except for any Xxxxxxx xxe absence of which would not result in a Hollis-Eden Material Adverse Effect. All of the Permits xxx currently valid and in full force and, to Hollis-Eden's knowledge, no revocation, cancellatxxx xx xxxxxxawal thereof has been threatened. Hollis-Eden has filed such timely and complete rexxxxx xxxxxcations as may be required with respect to the Permits. Except as set forth on Schedule 3.3, to Hollis-Eden's ------------- knowledge, the Permits, in their current state, will allow Hollis-Eden to continue to operate its business following the Effective Time in substantially the same manner as Hollis-Eden's business is currently operated.
Hollis. Eden has not granted any license or agreed to pay or receive any royalty in respect of any Intellectual Property; and
Hollis. Eden has obtained from each inventor of xxx Xxxxxx Applications and Patents that such inventor(s) have disclosed to counsel who prepared each of the Patent Applications and the applications underlying the Patents all prior art of which said inventor(s) are aware.
Hollis. Eden has no knowledge which, directly or xxxxxxxxxx, indicates an infirmity in any claim of the Patents or Patent Applications or any basis for invalidity or unenforceability of any claim of the Patents or Patent Applications.
