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FOR IMMEDIATE RELEASE CONTACT

Advertising Internet Marketing Agreement

FOR IMMEDIATE RELEASE CONTACT | Document Parties: ATRINSIC, INC. | Atrinsic, Inc | Brilliant Digital Entertainment, Inc You are currently viewing:
This Advertising Internet Marketing Agreement involves

ATRINSIC, INC. | Atrinsic, Inc | Brilliant Digital Entertainment, Inc

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Title: FOR IMMEDIATE RELEASE CONTACT
Date: 10/14/2010
Industry: Computer Services     Sector: Technology

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FOR IMMEDIATE RELEASE

CONTACT:

 

October 14, 2010

Thomas Plotts, CFO (212) 716-1977 x 222

 

 

 

 

 

 

Atrinsic to Acquire Kazaa Assets, Sets Foundation to Build and Expand

Kazaa Digital Music and Entertainment Service

 

 

New York (October 14, 2010) - Atrinsic, Inc., (NASDAQ: ATRN), a marketer of direct-to-consumer subscription products and an Internet search marketing agency, today announced that on October 13, 2010 it entered into amendments to its existing Marketing Services Agreement and Master Services Agreement with Brilliant Digital Entertainment, Inc. (“Brilliant Digital”) and entered into an agreement with Brilliant Digital to acquire its Kazaa assets.

 

The Marketing Services Agreement and Master Services Agreement govern the operation of Brilliant Digital’s Kazaa digital music service which is jointly operated by the parties.  Among other things, the amendments extend the term of each of the Marketing Services Agreement and Master Services Agreement from three years to thirty years, provide Atrinsic with an exclusive license to the Kazaa trademark in connection with Atrinsic’s services under the agreements, and modify the Kazaa digital music service profit share payable to Atrinsic under the agreements from 50% to 80%.  As consideration for entering into the amendments, Atrinsic will issue 4,161,130 shares of its common stock to Brilliant Digital.

 

The amendments to the Marketing Services Agreement and Master Services Agreement are part of a broader transaction between Atrinsic and Brilliant Digital pursuant to which Atrinsic will acquire the Kazaa digital music service assets, as well as certain other assets of Brilliant Digital, in accordance with the terms of an asset purchase agreement entered into between the parties on October 13, 2010.

 

The purchase price for the acquired assets includes the issuance by Atrinsic of an additional 7,125,665 shares at the closing of the transactions contemplated by the asset purchase agreement as well as the assumption of certain liabilities related to the Kazaa business.  The closing of the transactions contemplated by the asset purchase agreement will occur when all of the assets associated with the Kazaa business, including the Kazaa trademark and associated intellectual property, as well as Brilliant Digital’s content management, delivery and customer service platforms, and licenses with third parties, have been transferred to Atrinsic.  The closing of the transactions contemplated by the asset purchase agreement is subject to approval by the stockholders of Atrinsic and Brilliant Digital, receipt of all necessary third party consents and other customary closing conditions.  At the closing of the transactions contemplated by the asset purchase agreement, each of the Marketing Services Agreement and Master Services Agreement will terminate.

 

Pursuant to the asset purchase agreement, Atrinsic has agreed to appoint two individuals to be selected by Brilliant Digital to serve on Atrinsic’s Board of Directors effective upon the closing.  Kevin Bermeister, Brilliant Digital’s chief executive officer, is expected to be one of Brilliant Digital’s nominees.  Mr. Bermeister has been a director of Brilliant Digital since August 1996 and has served as its President and as its Chief Executive Officer.  Mr. Bermeister previously founded and served as Chief Executive Officer of Sega Ozisoft which commenced business in 1982. Mr. Bermeister also founded and served as a director of Packard Bell NEC Australia Pty. Ltd.  Mr. Bermeister has served on numerous advisory boards, including Virgin Interactive Entertainment Ltd.

 

Kazaa has been at the forefront of the transformation of the distribution of digital music and the acquisition of the Kazaa business is likely to have an equally transformative effect on Atrinsic.  Brilliant Digital’s relat


 
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