From the pre-14a regarding kazaa.. Read bottom part
From January 25, 2010 through January 29, 2010, key executives from Brilliant Digital, including Mr. Bermeister and members of Brilliant Digital’s finance and operational team met with Atrinsic’s management, including Mr. Musci, Jeffrey Schwartz (then Atrinsic’s Chief Executive Officer), Andrew Stollman (then Atrinsic’s President) and other Atrinsic finance, marketing and technology executives. During their meetings, the parties discussed the joint operation of the Kazaa digital music service, and also discussed the potential of establishing a closer commercial relationship between the two parties. On March 17, 2010, at a regularly scheduled Board meeting, members of Atrinsic’s Board were provided with information concerning the Kazaa digital music service, including historical operating metrics and a development road map. At this meeting, the Board discussed the opportunities and challenges facing the Kazaa digital music service jointly operated by Atrinsic and Brilliant Digital. The understanding of each party’s responsibilities concerning the operation of the Kazaa music service was formalized on March 26, 2010, when Atrinsic and Brilliant Digital entered into the Marketing Services Agreement and the Master Services Agreement, which are described above.
After execution of the Marketing Services Agreement and the Master Services Agreement and the continued joint operation of the Kazaa music service, management teams from Atrinsic and Brilliant Digital began to discuss an extension of their relationship. From April, 12, 2010 through April 16, 2010, Mr. Musci, Mr. Stollman and Mr. Schwartz met with Mr. Bermeister and other key executives and technology and marketing personnel at Brilliant Digital’s operations in Sydney, Australia. During this period, both parties discussed the operations of the Kazaa digital music service, as well as product development plans, personnel discussions and various marketing approaches for the service. In addition, Messrs.’ Musci, Stollman and Schwartz discussed the potential to expand the existing relationship between the two companies, governed by the Marketing Services Agreement and Master Services Agreement and work towards some kind of formal acquisition. A general understanding was reached concerning the assets that could potentially be included in a more comprehensive transaction, including a range of values for such assets.
