Purchase and Sale Agreement - eDiets.com Inc. and eDiets BVI Inc.
PURCHASE AND SALE AGREEMENT
AGREEMENT dated as of November 22, 2000 by and between eDiets.com, Inc., a
Delaware Corporation ("eDiets") and eDiets, B.V.I., Inc., a British Virgin
Islands Corporation ("eDiets B.V.I.")
WITNESSETH:
WHEREAS, eDiets is engaged in the business of marketing Internet-based diet and
nutrition programmes, services and related products (the "Business") and,
WHEREAS, eDiets B.V.I. is a wholly-owned subsidiary of eDiets, organized to
conduct the Business in all areas of the world outside of the United States;
WHEREAS, eDiets wishes to sell, transfer and assign to eDiets B.V.I. all of its
Non-US Rights to its Technology (as defined below), to enable eDiets B.V.I. to
conduct the Business outside of the United States, upon the terms and conditions
set forth herein.
Now, therefore, it is agreed as follows:
1. Definitions: In this Agreement the following definitions shall
apply:
(a) Technology - Means all patents, patent applications,
trademarks, trademark applications, Know-How (as defined
below), copyrights, proprietary software, and all
Intellectual Property Rights (as defined below;
(b) Intellectual Property Rights - Means all intellectual
property rights of eDiets in the Technology, including
without limitation applications, patents, inventions,
trademarks, design rights, copyrights, database rights
(whether or not any of these is registered and including
any application for registration of any such rights)
Know-How, confidential information and trade secrets and
all rights or forms for the protection of a similar nature
or having similar affect to any of these which may exist
anywhere in the world;
(c) Know-How - Means know-how, trade secrets or experience
whether patentable or not including but not limited to all
design or manufacturing techniques, operating
instructions, machinery designs, raw materials or products
specifications, drawings, blueprints and other any
technical and commercial information relating to the
research, design, development, manufacture assembly use or
sale belonging to eDiets.
(d) Improvements - Means all improvements, enhancements,
advancements, modifications, revisions, changes or
alterations in or to the Technology.
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2. Sale, Transfer And Assignment: eDiets hereby sells, transfers and
assigns to eDiets B.V.I. all of the "Non-US Rights" to the Technology on the
terms set forth herein. "Non-US Rights" means the rights to utilize the
Technology in conducting the Business in all areas of the world outside of and
except for the United States.
3. Purchase Price: The purchase price for the sale, transfer and
assignment of the rights hereunder and the terms for payment of the purchase
price shall be determined in accordance with the report prepared by the
accounting firm of Ernst and Young as required for United States income tax
purposes.
4. Agreement Regarding Improvements: eDiets agrees to sell, transfer
and assign all Improvements to the Technology in accordance with the terms and
conditions of a cost sharing agreement to be entered into between eDiets and
eDiets B.V.I. as required for United States income tax purposes.
5. Governing-Law: This agreement shall be governed and construed in
accordance with the laws of the State of Florida.
6. Amendment: No change, modification or amendment of this agreement
shall be valid or binding on the parties unless such change or modification
shall be in writing signed by the party or parties against whom the same is
sought to be enforced.
7. Further Assurances: Each party hereby covenants and agrees that it
shall execute and deliver such deeds and other documents as may be required to
implement any of the provisions of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date and year first above written.
EDIETS.COM, INC.
By: /s/
---------------------------------
Christine M. Brown, Vice President,
Operations
EDIET B.V.I., INC.
By: /s/
---------------------------------
David R. Humble, Director