EXHIBIT 10.9
ASSET TRANSFER AGREEMENT
THIS ASSET TRANSFER AGREEMENT is made as of the 31st day of December,
1999, by and between DIGITAL LAUNCH, INC., a Delaware corporation
("Transferor"), and VERONIQUE, INC., a Delaware corporation which is a
wholly-owned subsidiary of Transferor ("Transferee").
In consideration of the premises and the mutual agreements as
hereinafter set forth and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. TRANSFER OF ASSETS.
(a) Transferor agrees to and does hereby sell, transfer and
assign to Transferee, and Transferee agrees to and does hereby purchase from
Transferor, all right, title and interest in and to the "Assets" (as defined
below) as they exist as of the date hereof, it being understood and agreed that
the Assets shall be conveyed to Transferee subject to all liens and encumbrances
to which the Assets were and may have become subject. Transferee and Transferor
agree that the Assets are transferred, conveyed and assigned to Transferee "AS
IS, WHERE IS, WITH ALL FAULTS," and without representations, warranties or
covenants of any kind or for any purpose whatsoever.
(b) In this agreement "Assets" means, as of the date hereof
(1) all accounts receivable of Transferor, (2) all tangible assets of
Transferor, consisting of inventory, equipment, furniture and fixtures, but
excluding cash and cash equivalents, and (3) all of Transferor's interest in
intellectual property and other intangible assets relating to its skin-care
business, including without limitation all trademark registrations and
applications pending, trademark rights, trade names, trade dress, copyrights,
Internet domain names, Web site designs, graphic designs, product formulas,
distribution agreements, and other intangible rights relating to "Veronique",
"DeChine" and Transferor's skin-care products and business.
2. PURCHASE PRICE; ASSUMPTION OF LIABILITIES.
(a) In consideration for the transfer of the Assets to
Transferee, Transferee agrees to and does hereby assume all of the "Liabilities"
of Transferor (as defined below). The parties agree that, in connection with the
transfer of the Assets and assumption of the Liabilities, they will execute such
documents and deliver such instruments as may be reasonably necessary to effect
such conveyance and assumption.
(b) In this agreement "Liabilities" means all liabilities of
Transferor reflected on its unaudited balance sheet dated as of the date hereof,
a copy of which is attached hereto, together with any liabilities not disclosed
thereon but which arose out of Transferor's skin-care business conducted at any
time prior to or through the date hereof.
3. INDEMNIFICATION. Transferee agrees to indemnify, defend and
hold harmless Transferor from and against any and all claims, demands, suits,
actions, losses, costs and expenses of any nature whatsoever, incurred or
suffered by Transferor, from or arising out of the Assets, the ownership or
operation of the Assets before or after the transfer of the Assets, or the
conduct of Transferor's skin-care business through the date of the transfer.
4. MISCELLANEOUS.
(a) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(b) This Agreement embodies the entire agreement and
understanding of the parties concerning the subject matter hereof. Any
modifications or amendments to this Agreement must be reduced to writing and
must be signed by both parties.
(c) Should any section or any part of any section of this
Agreement be rendered void, invalid, or unenforceable by any court of law, for
any reason, such a determination shall not render void, invalid, or
unenforceable any other section or any part of any section in this Agreement.
(d) The validity and interpretation of this Agreement shall be
governed by the laws of the State of New York.
(e) The waiver of any one breach of the provisions of this
Agreement shall not be deemed a waiver of any other breach of the same or any
other provision of this Agreement.
(f) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.
TRANSFEROR: DIGITAL LAUNCH, INC.
By: /s/ Terrence O. McGrath
Title: President
TRANSFEREE: VERONIQUE, INC.
By: Philip J. Watrous
Title: Secretary
Digital Launch, Inc.
Liabilities as of December 31, 1999
DEC. 31, 1999
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A.D.M. Delivery Service, Inc. 250.00
AJ Credit Corp. 8,817.08
Airborne Express 25.00
Arbus Corporation 11,241.59
AT&T Universal Business 3,912.25
BAM-TOM 1,338.18
Bell Atlantic Mobile -5.66
Business Wire 510.00
Cabral, Cunha Ferreira & Associados, Lda 670.00
Capricorn 787.80
Carpmaels & Ransford 166.50
CCL Pastic Packaging 5,559.49
Charles H. Brassard 1,750.00
Charles Snyderman, Esq. 282.33
City of New York 357.00
Corwood Laboratories Inc. 2,086.30
CSC 185.00
CUSIP Service Bureau 130.00
Daniel & CIA 400.00
David L. Haselkorn, Esq. -2,246.04
Deacons Graham & James 774.85
Diamond Truck 54.79
Direct Network 15,571.12
Eden Temporary Services, Inc. 5,875.00
F.N. BURT Company Inc. 17,771.35
FEDEX 1,855.89
Ferster - Jack Most 9,590.58
Flood Marketing Resources 7,500.00
G.O.D. 552.68
Global 1,200.00
Grant Industries 197.10
GSB of DC Inc. 83.00
Helmsley-Spear, Inc. -2,611.17
Hibernia 12.95
Innovative Liners 11,664.90
Isadora's Cafe 898.69
Jean S. Mateyka 900.00
Jeffrey M. Brinn 3,050.00
Joe DiNardo 3,000.00
Josef von Habsburg 500.80
Digital Launch, Inc.
Liabilities as of December 31, 1999
Just Packaging, Inc. 53.00
Lucent 660.90
Mack/Corr Industries 2,057.62
Markham/Novell 14,463.10
Marty R. Engineering 6,657.02
MCI 36.69
MetraCom 887.01
Nadel Industries 1,927.30
New York State Sales Tax 57.73
Overnite Transportation Co. 2,002.04
Pegasus Internet, Inc. 16,372.86
Piedmont Trans. Group 342.53
Pierce Leahy 715.73
Priminter, Inc. 219,218.69
Raines & Fischer 6,000.00
Robert N. Waxman 510.00
Simone B. Hoffman 57,585.32
Sogecos Srl 2,474.79
STADCO Lithographers, Inc. 47,132.33
Stan Adler Associates 105,310.30
Staples 179.41
State of New York 250.00
T.O. McGrath - Salary 50,000.00
T.O.McGrath - Loan 3,000.00
Thacher, Vendig & Company, Inc. 218.00
The Depository Trust Company 85.00
The State Insurance Fund 274.77
Thomson & Thomson 400.53
Transmart 2,065.00
Treehouse Media 2,004.92
U.S. Express 188.40
UniDial - 10902300 1,401.73
Vegia Packaging Co. Inc. 12,868.60
Walter P. Smith, Ph.D. 18,300.00
Winner Printing & Packaging Ltd. 1,350.00
Wuesthoff & Wuesthoff 130.09
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TOTAL 691,840.76
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