10-Q 1 plrx10q11-01.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______to______ Commission File Number 000-27437 PLANETRX.COM, INC. (Exact name of registrant as specified in its charter) Delaware 94-3227733 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6419 Shelby View Drive Memphis, Tennessee 38134 (Address of principal executive offices) Registrant's telephone number, including area code: (901) 379-2251 -------------- Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 31, 2001 Common Stock, $0.0001 par value 6,119,115 PLANETRX.COM, INC. Table of Contents PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements Condensed Balance Sheets at September 30, 2001 (unaudited) and December 31, 2000 Condensed Statements of Operations for the Three Months and Nine Months Ended September 30, 2001 and 2000 (unaudited) Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2000 (unaudited) Notes to Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Signatures PART I ITEM 1. FINANCIAL STATEMENTS PLANETRX.COM, INC. Condensed Balance Sheets (unaudited, in thousands, except per share amounts)
September 30, December 31, 2001 2000 ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 323 $ 8,700 Accounts receivable, net 3 1,887 Inventories -- 1,557 Prepaid expenses and other current assets 63 1,219 ----------- ----------- Total current assets 389 13,363 Property and equipment, held for sale 223 6,633 Intangible assets, held for sale 169 515 Other assets -- 631 ----------- ----------- $ 781 $ 21,142 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 215 $ 1,752 Accrued expenses 15 787 Accrued restructuring charges 69 179 Borrowings, current -- 6,496 Capital lease obligations, current -- 2,072 ----------- ----------- Total liabilities 299 11,286 Commitments and contingencies Stockholders' equity: Preferred Stock: issuable in series, $0.0001 par value; 5,000 shares authorized; none issued and outstanding -- -- Common Stock: $0.0001 par value; 200,000 shares authorized; 6,119 and 6,157 shares issued and outstanding, respectively -- -- Additional paid-in capital 427,672 430,690 Deferred stock-based compensation (1,403) (5,888) Accumulated deficit (425,787) (414,946) ----------- ----------- Total stockholders' equity 482 9,856 ----------- ----------- $ 781 $ 21,142 =========== ===========
The accompanying notes are an integral part of these financial statements. PLANETRX.COM, INC. Condensed Statements of Operations (unaudited, in thousands except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- --------------------------- 2001 2000 2001 2000 ----------------------------- --------------------------- Net revenue: e-commerce $ -- $ 9,078 $3,957 $25,023 Sponsorship -- 864 1,783 3,127 --------- --------- --------- -------- -- 9,942 5,740 28,150 --------- --------- --------- -------- Cost of net revenue: e-commerce -- 7,903 4,039 21,286 Sponsorship -- 8 -- 373 --------- --------- --------- --------- -- 7,911 4,039 21,659 --------- --------- --------- --------- Gross profit -- 2,031 1,701 6,491 --------- --------- --------- --------- Operating expenses: Marketing and sales -- 7,633 513 45,765 Shipping, handling and related costs -- 6,519 3,594 19,416 Product development -- 4,117 1,335 15,929 General and administrative 647 4,513 5,067 9,372 Amortization of intangible assets -- 10,215 -- 30,645 Stock-based compensation 426 389 1,545 7,518 Contract restructuring and severance charge -- -- -- 4,466 Restructuring charges -- 2,975 -- 2,975 Impairment loss -- -- 2,332 -- --------- --------- --------- --------- Total operating expenses 1,073 36,361 14,386 136,086 --------- --------- --------- --------- Operating loss (1,073) (34,330) (12,685) (129,595) Other income 89 -- 2,114 -- Interest income -- 484 124 2,665 Interest expense -- (194) (571) (659) --------- --------- --------- --------- Net loss before extraordinary item $ (984) $ (34,040) $ (11,018) $ (127,589) Extraordinary gain on the early extinguishment of debt, net of taxes of $0 177 -- 177 -- Net loss available to common --------- --------- --------- --------- stockholders $ (807) $ (34,040) $ (10,841) $(127,589) ========= ========= ========= ========= Basic and diluted net loss per share before extraordinary item $ (0.16) $ (5.62) $ (1.80) $ (21.33) Extraordinary gain on the early extinguishment of debt, net of taxes of $0 0.03 -- 0.03 -- --------- --------- --------- --------- Basic and diluted net loss per share $ (0.13) $ (5.62) $ (1.77) $ (21.33) ========= ========= ========= ========= Weighted average shares used to compute basic and diluted net loss per share 6,119 6,061 6,125 5,983 ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements. PLANETRX.COM, INC. Condensed Statements of Cash Flows (unaudited, in thousands)
Nine Months Ended September 30, --------- ---------- 2001 2000 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (10,841) $ (127,589) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,860 4,648 Stock-based compensation 1,545 7,518 Amortization of intangible assets -- 30,646 Impairment loss 2,332 -- Gain on early extinguishment of debt (177) Gain on sale of intangible assets (2,025) -- Changes in assets and liabilities: Accounts receivable 1,884 -- Inventories 1,557 (742) Prepaid expenses and other current assets 1,156 5,620 Other assets 631 687 Accounts payable (1,537) (2,117) Accrued expenses and restructuring charges (882) 41 Deferred revenue -- 9 --------- ---------- Net cash used in operating activities (4,497) (81,279) --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment -- (11,537) Sale of property and equipment 2,218 -- Sales of short-term investments -- 65,119 Proceeds from sale of intangible assets 2,371 -- --------- ---------- Net cash provided by investing activities 4,589 53,582 --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Repurchase of unvested Common Stock Options (78) (974) Proceeds from issuance of Common Stock -- 536 Proceeds from notes payable and equipment financing -- 2,000 Repayment of notes receivable from stockholders -- 1 Principal payments on capital lease obligations (2,072) (82) Principal payments on borrowings (6,319) (165) --------- ---------- Net cash (used in) provided by financing activities (8,469) 1,316 --------- ---------- (Decrease) in cash and cash equivalents (8,377) (26,381) Cash and cash equivalents at beginning of period 8,700 51,629 --------- ---------- Cash and cash equivalents at end of period $ 323 $ 25,248 ========= ==========
The accompanying notes are an integral part of these financial statements. PLANETRX.COM, INC. Notes to Condensed Financial Statements (unaudited) Note 1--The Company and Basis of Presentation The Company PlanetRx.com, Inc. ("PlanetRx" or the "Company"), was incorporated in Delaware on March 31, 1995 and was in the development stage through December 31, 1998. Until March 12, 2001, when we closed our online store, the Company was an online healthcare destination for commerce, content and community. As discussed in Note 5 to these financial statements, in April 2001, the Company's Board of Directors authorized management to prepare a formal plan of liquidation and dissolution of the Company for review by the Board. In addition, in an effort to realize as much value as possible for the Company's stockholders, management has been exploring and evaluating various strategic options for the Company, including a possible merger or sale of the Company, while taking steps to monetize certain assets and settle certain obligations of the Company in a manner consistent with either the consummation of a merger or sale or the liquidation and dissolution of the Company. The accompanying unaudited condensed financial statements reflect all adjustments, which, in the opinion of management, are necessary for the fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results to be expected for the full fiscal year or any future period. These financial statements should be read in conjunction with the Company's annual report on Form 10-K for its fiscal year ended December 31, 2000. Note 2 - Liquidity The Company has sustained losses since inception of $425.8 million. Additionally, the Company expects to continue to incur losses in the future. The Company ceased retail operations effective March 12, 2001. Given that the Company does not anticipate having any future business operations, this raises substantial doubt about the Company's ability to continue as a going concern. Consequently, the Company has proposed to liquidate its assets. Management's plans in regard to the proposed liquidation are discussed in Note 5 to these financial statements. Note 3--Balance Sheet Components (in thousands)
September 30, December 31, 2001 2000 Property and equipment: --------- ------------ Computer equipment and software $ 102 $ 6,941 Warehouse equipment 352 3,472 Equipment under capital leases - 2,318 Furniture and fixtures 20 539 Leasehold improvements - 959 -------- -------- 474 14,229 Less: Accumulated depreciation and amortization (251) (7,596) -------- -------- $ 223 $ 6,633 ======== ======== September 30, December 31, 2001 2000 Prepaid expenses and other current assets: --------- ------------ Prepaid business liability insurance $ 53 $ 582 Short-term deposits 10 15 Other -- 622 -------- -------- 63 1,219 ======== ========
Note 4--Net Loss per Share Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and common equivalent shares if dilutive. Common equivalent shares consist of the incremental common shares subject to issuance upon conversion of the convertible preferred stock (using the if-converted method) and shares issuable upon the exercise of stock options and warrants (using the treasury stock method), and the common shares outstanding subject to repurchase. The periods presented below exclude common equivalent shares as the effect of such shares on a weighted average basis is anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts):
Three Months Ended Nine Months Ended September 30, September 30, ------------------------------ ------------------------------ 2001 2000 2001 2000 --------- ---------- --------- ---------- Numerator: Net loss before extraordinary item $ (984) $ (34,040) $ (11,018) $ (127,589) Extraordinary gain on the early Extinguishment of debt, net of taxes of $0 177 -- 177 -- --------- --------- --------- --------- Net loss available to common shareholders $ (807) $ (34,040) $ (10,841) $ (127,589) ========= =========== ========= =========== Denominator: Weighted average common shares 6,119 6,380 6,135 6,461 Weighted average unvested common shares subject to repurchase -- (319) (10) (478) --------- ---------- --------- ---------- Denominator for basic and diluted calculation 6,119 6,061 6,125 5,983 ========= ========== ========= ========== Basic and diluted net loss per share before extraordinary item $ (0.16) $ (5.62) $ (1.80) $ (21.33) Extraordinary gain on the early extinguishment of debt, net of taxes of $0 0.03 -- 0.03 -- --------- --------- --------- --------- Basic and diluted net loss per share $ (0.13) $ (5.62) $ (1.77) $ (21.33) ========= ========= ========= =========
NOTE 5 - Liquidation Plan In April 2001, the Company's Board of Directors authorized management to prepare a formal plan of liquidation and dissolution of the Company (the "Plan") for review by the Board. In addition, in an effort to realize as much value as possible for the Company's stockholders, management has been exploring and evaluating various strategic options for the Company, including a possible merger or sale of the Company, while taking steps to monetize certain assets and settle certain obligations of the Company in a manner consistent with either the consummation of a merger or sale or the liquidation and dissolution of the Company. Such steps include the sale of domain names, the execution of a licensing agreement involving media credits owned by the Company, the assignment and/or negotiated cancellation of operating leases and other contractual obligations, and the reduction of personnel to three key employees. Due to the uncertainty of the final outcome of these efforts, the Company is unable to estimate which amounts, if any, will be paid under outstanding commitments. Additionally, there can be no assurances that the Company will be able to recover the reported value of its assets at September 30, 2001. The Company currently is not engaged in any business activities except for the purposes described above and to prosecute or defend lawsuits by or against it. If its Board of Directors ultimately determines that the Plan should be adopted, and if its stockholders approve the Plan, the Company anticipates that it will file a certificate of dissolution with the Secretary of State of Delaware, wind up its business affairs, sell and liquidate its properties and assets, including its remaining intellectual property and other intangible assets, and to the extent possible, pay its creditors and make distributions to stockholders in accordance with the Plan. Note 6 - Early Extinguishment of Debt In July 2001, the Company reached a settlement with Comdisco, Inc., which had notified the Company in March 2001 that events of default had occurred under the Subordinated Loan and Security Agreement dated as of January 15, 1999 (the "Loan Agreement"), pursuant to which the Company borrowed the original principal amount of $7,000,000 secured by a lien on all of its personal property, and the Master Lease Agreement dated as of January 15, 1999 (the "Lease Agreement"), pursuant to which it leases equipment from Comdisco. The Company inadvertently failed to make its monthly payments of principal and interest under the Loan Agreement and rent under the Lease Agreement for February 2001, and as a result, Comdisco declared that an event of default had occurred under the Loan Agreement and, by way of such default, under the Lease Agreement pursuant to its cross-default provision. The notice from Comdisco also advised that the secured obligations under the Loan Agreement and obligation to pay rent under the Lease Agreement were accelerated, that Comdisco's obligation to lease additional equipment to the Company under the Lease Agreement was cancelled, that the Company's use of cash collateral (as defined in the Loan Agreement) was restricted, and that its ability to sell collateral (as defined in the Loan Agreement) was restricted. Comdisco demanded immediate payment of the obligations due and owing under the Loan and Lease Agreements and return of the leased equipment. Comdisco also gave notice of its intent to foreclose under its security interest. The Company made the February payments totaling $102,903 on April 3, 2001, and requested that Comdisco waive the events of default under the Loan Agreement and the Lease Agreement and reinstate both agreements. Comdisco ultimately agreed to waive the events of default if (a) the Company paid Comdisco $6,100,000 (which it paid on April 9, 2001), which was applied first, to pay all outstanding obligations under the Lease Agreement, and then toward repayment of the Loan Agreement, and (b) the Company agreed to terms amending the Loan Agreement, which involved, among other things, an additional $1.4 million principal payment toward the Loan Agreement (which was made during the second quarter of 2001) and a discounted payoff amount of $442,000 (which was made during the third quarter of 2001). As a result of the discounted payoff, the Company recorded an extraordinary gain on the early extinguishment of debt in the third quarter of 2001 of approximately $177,000. Note 7 - Contingencies On and after March 27, 2001, six putative class action lawsuits were filed against the Company, certain underwriters of the Company's initial public offering in October 1999 (the "IPO"), and certain former and current directors and officers of the Company. Named as additional defendants in the suit, which was filed in the United States District Court for the Southern District of New York, are certain underwriters of the IPO, and William J. Razzouk, Steve Valenzuela, Christos M. Cotsakos, David M. Beirne and Michael Moritz who are former directors and officers of the Company. The suits generally allege that the defendants violated federal securities laws by not disclosing certain actions allegedly taken by the underwriter defendants in connection with the IPO. The suits allege specifically that the underwriter defendants, in exchange for the allocation to their customers of shares of the Company's common stock sold in the IPO, solicited and received from their customers undisclosed commissions and required their customers to purchase additional shares of the Company's common stock in the aftermarket at pre-determined prices that were above the IPO price. The suits seek unspecified monetary damages and certification of a plaintiff class consisting of all persons who acquired shares of the Company's common stock between October 6, 1999, and March 23, 2001, and one of the suits seeks certification of a plaintiff class consisting of all persons who acquired shares of the Company's common stock between October 7, 1999 and March 24, 2001. The Company is in the process of reviewing the suits and intends to respond in a timely manner. The complaints have been consolidated into a single action. The Company is not required to respond to plaintiffs' claims before a consolidated complaint is filed. As of the date hereof, the Company is unable to predict the outcome of the suit and its ultimate effect, if any, on the Company's financial condition. Note 8 - Licensing Agreement In August 2001, the Company entered into a one-year licensing agreement with Revelation America Incorporated ("Revelation"). Under the terms of the agreement, the two companies will co-brand and market certain products and services using media advertising credits ("Advertising") owned by the Company. During the period ending December 31, 2001, PlanetRx will use not less than $2 million of the Advertising to promote a debit MasterCard issued pursuant to an agreement between Revelation and Merrick Bank Corporation (the "Cash Card") and Revelation products, including PlanetRx products associated with the Cash Card. PlanetRx also can decide, in conjunction with Revelation, to use the remaining $2 million of Advertising to promote such products. Revelation will establish a toll-free PlanetRx number to be used in the Advertising. For each Cash Card issued and activated by using the toll-free number or a click-through from the PlanetRx web site, Revelation will pay PlanetRx a royalty. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS CONCERNING PLANETRX.COM'S EXPECTATIONS, BELIEFS, INTENTIONS, PLANS, GOALS OR STRATEGIES REGARDING THE FUTURE. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED UPON INFORMATION AVAILABLE TO PLANETRX.COM AS OF THE DATE HEREOF, AND PLANETRX.COM ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. THESE INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN ECONOMIC AND MARKET CONDITIONS AFFECTING PLANETRX.COM, PLANETRX.COM'S INABILITY TO FIND QUALIFIED BUYERS FOR ITS ASSETS OR TO NEGOTIATE THE SETTLEMENT OF ITS CREDITOR OBLIGATIONS, PLANETRX.COM'S INABILITY TO GENERATE SUFFICIENT CASH TO PAY CREDITOR OBLIGATIONS OR TO MAKE DISTRIBUTIONS TO STOCKHOLDERS, DECISIONS OF COURTS, AND OTHER FACTORS OR RISKS RELATING TO PLANETRX.COM AS SET FORTH IN THIS DOCUMENT AND THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000, INCLUDING (WITHOUT LIMITATION) UNDER THE CAPTIONS "RISK FACTORS" AND "ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS." NOTHING CAN OR SHOULD BE INFERRED ABOUT PLANETRX.COM'S FUTURE REVENUES OR FINANCIAL RESULTS FROM THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DOCUMENT. Decision to Liquidate In April 2001, our Board of Directors authorized management to prepare a formal plan of liquidation and dissolution of the Company ("the Plan") for review by the Board. In addition, in an effort to realize as much value as possible for the Company's stockholders, we have been exploring and evaluating various strategic options for the Company, including a possible merger or sale of the Company, while taking steps to monetize certain assets and settle certain obligations of the Company in a manner consistent with either the consummation of a merger or sale or the liquidation and dissolution of the Company. These steps include the sale of domain names, the execution of a licensing agreement involving media credits owned by the Company, the assignment and/or negotiated cancellation of operating leases and other contractual obligations, and the reduction of personnel to three key employees. We currently are not engaged in any business activities except for the purposes described above and to prosecute and defend lawsuits by or against us. No assurance can be given that available cash and amounts received on the sale of assets will be adequate to provide for the Company's obligations, liabilities, expenses and claims, or distributions to stockholders. If our Board of Directors ultimately determines that the Plan should be adopted, and if our stockholders approve the Plan, we anticipate that we will file a certificate of dissolution with the Secretary of State of Delaware, wind up our business affairs, sell and liquidate our properties and assets, including our remaining intellectual property and other intangible assets, and to the extent possible, pay our creditors and make distributions to stockholders, all in accordance with the Plan. Overview Until March 12, 2001, PlanetRx.com was a leading online healthcare destination for commerce, content and community. Our e-commerce website, www.PlanetRx.com, which we launched on March 18, 1999, provided a convenient, private and informative shopping experience for health and personal care products. On February 12, 2001, we stopped accepting new prescriptions, and on March 12, 2001, we closed our online store. For a description of the nature of our business and the general characteristics of our operations, see the "Overview" section of Management's Discussion and Analysis of Financial Condition and Results of Operations presented in our Annual Report on Form 10-K for the year ended December 31, 2000, as updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. In August 2001, we entered into a one-year licensing agreement with Revelation America Incorporated ("Revelation"). Under the terms of the agreement, the two companies will co-brand and market certain products and services using media advertising credits ("Advertising") we own. During the period ending December 31, 2001, we will use not less than $2 million of the Advertising to promote a debit MasterCard issued pursuant to an agreement between Revelation and Merrick Bank Corporation (the "Cash Card") and Revelation products, including PlanetRx products associated with the Cash Card. We also can decide, in conjunction with Revelation, to use the remaining $2 million of Advertising to promote such products. Revelation will establish a toll-free PlanetRx number to be used in the Advertising. For each Cash Card issued and activated by using the toll-free number or a click-through from the PlanetRx web site, Revelation will pay us a royalty. On and after March 27, 2001, six putative class action lawsuits were filed against the Company, certain underwriters of the Company's initial public offering in October 1999 (the "IPO"), and certain former and current directors and officers of the Company. Named as additional defendants in the suit, which was filed in the United States District Court for the Southern District of New York, are certain underwriters of the IPO, and William J. Razzouk, Steve Valenzuela, Christos M. Cotsakos, David M. Beirne and Michael Moritz who are former directors and officers of the Company. The suits generally allege that the defendants violated federal securities laws by not disclosing certain actions allegedly taken by the underwriter defendants in connection with the IPO. The suits allege specifically that the underwriter defendants, in exchange for the allocation to their customers of shares of the Company's common stock sold in the IPO, solicited and received from their customers undisclosed commissions and required their customers to purchase additional shares of the Company's common stock in the aftermarket at pre-determined prices that were above the IPO price. The suits seek unspecified monetary damages and certification of a plaintiff class consisting of all persons who acquired shares of the Company's common stock between October 6, 1999, and March 23, 2001, and one of the suits seeks certification of a plaintiff class consisting of all persons who acquired shares of the Company's common stock between October 7, 1999 and March 24, 2001. The Company is in the process of reviewing the suits and intends to respond in a timely manner. The complaints have been consolidated into a single action. The Company is not required to respond to plaintiffs' claims before a consolidated complaint is filed. As of the date hereof, the Company is unable to predict the outcome of the suit and its ultimate effect, if any, on the Company's financial condition. Results of Operations The following table sets forth unaudited quarterly statement of operations data for the five quarters ended September 30, 2001. This unaudited quarterly information has been derived from our unaudited financial statements and reflects all adjustments, which, in the opinion of management, are necessary for the fair presentation of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results to be expected for the full fiscal year or any future period. PlanetRx.com, Inc. Condensed Quarterly Results of Operations (unaudited, in thousands)
Quarter Ended -------------------------------------------------------------------------- September 30, June 30, March 31, December 31, September 30, 2001 2001 2001 2000 2000 -------------------------------------------------------------------------- Net revenue: e-commerce $ -- $ -- $ 3,957 $ 6,440 $ 9,078 Sponsorship -- 40 1,743 1,575 864 ---------- ---------- ---------- ---------- ---------- -- 40 5,700 8,015 9,942 Cost of net revenue: e-commerce -- 1 4,038 5,937 7,903 Sponsorship -- -- -- -- 8 ---------- ---------- ---------- ---------- ---------- -- 1 4,038 5,937 7,911 ---------- ---------- ---------- ---------- ---------- Gross profit -- 39 1,662 2,078 2,031 Operating expenses: Marketing and sales -- -- 513 3,524 7,633 Shipping, handling and related costs -- -- 3,594 5,058 6,519 Product development -- -- 1,335 2,332 4,117 General and administrative 647 2,625 1,795 2,027 4,513 Amortization of intangible assets -- -- -- 10,215 10,215 Stock-based compensation 426 430 689 (1,188) 389 Contract termination and severance charges -- -- -- -- 4,466 Restructuring charges -- -- -- 762 2,975 Impairment loss -- 141 2,191 163,712 -- ---------- ---------- ---------- ---------- ---------- Total operating expenses 1,073 3,196 10,117 186,442 36,361 ---------- ---------- ---------- ---------- ---------- Operating loss (1,073) (3,157) (8,455) (184,364) (34,330) Other income 89 137 1,888 -- -- Interest income (expense), net -- (345) (102) 283 290 ---------- ---------- ---------- ---------- ---------- Net loss before extraordinary item $ (984) $ (3,365) $ (6,669) $ (184,081) $(34,040) Extraordinary gain on the early extinguishment of debt, net of taxes of $0 177 -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net loss available to common stockholders $ (807) $ (3,365) $ (6,669) $ (184,081) $ (34,040) ========== ========== ========== ========== ==========
Net Revenue Net revenues were zero and approximately $9.9 million for the three months ended and $5.7 million and $28.2 million for the nine months ended September 30, 2001 and 2000, respectively. E-commerce revenues were $4.0 million and $25.0 million for the nine months ended September 30, 2001 and 2000, respectively. Sponsorship revenues were $1.8 million and $3.1 million for the nine months ended September 30, 2001 and 2000, respectively. The change in net revenues for the three and nine months is due to the closure of retail operations during the first quarter of 2001. Cost of Net Revenue Cost of revenues were zero and approximately $7.9 million for the three months ended September 30, 2001 and 2000, respectively and $4.0 million and $21.7 million for the nine months ended September 30, 2001 and 2000, respectively. The change in cost of revenues for the three and nine months is due to the closure of retail operations during the first quarter of 2001. Operating Expenses Marketing and Sales. For the three months ended September 30, 2001, marketing and sales expense was zero as compared to $7.6 million for the three months ended September 30, 2000. For the nine months ended September 30, 2001, marketing and sales expense was approximately $513,000 as compared to $45.8 million for the nine months ended September 30, 2000. The decrease is due primarily to costs relating to the absence of marketing and promotional campaigns and decreased headcount associated with the closure of retail operations. Shipping, Handling and Related Costs. For the three months ended September 30, 2001, shipping, handling and related costs were zero as compared to $6.5 million for the three months ended September 30, 2000. For the nine months ended September 30, 2001, shipping, handling and related costs were $3.6 million as compared to $19.4 million for the nine months ended September 30, 2000. This decrease is due to the closure of retail operations. Product Development. For the three months ended September 30, 2001, product development expense was zero as compared to $4.1 million for the three months ended September 30, 2000. For the nine months ended September 30, 2001, product development expense was $1.3 million as compared to $15.9 million for the nine months ended September 30, 2000. This decrease is related to the closure of our retail stores and the related decline in maintenance of our websites and internal systems. General and Administrative. For the three months ended September 30, 2001, general and administrative expenses were $647,000 as compared to $4.5 million for three months ended September 30, 2000. For the nine months ended September 30, 2001, general and administrative expenses were $5.1 million as compared to $9.4 million for nine months ended September 30, 2000. The change in general and administrative expenses for the three and nine months is due to the closure of retail operations during the first quarter of 2001. Stock-Based Compensation. Our stock-based compensation expense, net totaled $426,000 for the three months ended September 30, 2001 as compared to $389,000 for the three months ended September 30, 2000. The remaining deferred stock-based compensation balance of approximately $1.4 million will be amortized through 2004. Liquidity and Capital Resources PlanetRx.com invests excess cash predominantly in debt instruments that are highly liquid, of high-quality investment grade, and predominantly have maturities of less than one year with the intent to make such funds readily available for operating purposes. Prior to our initial public offering, which closed in October 1999 and provided net proceeds of approximately $101.0 million, we financed our operations primarily through private sales of convertible preferred stock and common stock. At September 30, 2001, we had cash and cash equivalents and investments in marketable debt securities totaling $323,000 compared to $8.7 million at December 31, 2000. In April 2001, our Board of Directors authorized management to prepare a formal plan of liquidation and dissolution of the Company (the "Plan") for review by the Board. In addition, in an effort to realize as much value as possible for the Company's stockholders, we have been exploring and evaluating various strategic options for the Company, including a possible merger or sale of the Company, while taking steps to monetize certain assets and settle certain obligations of the Company in a manner consistent with either the consummation of a merger or sale or the liquidation and dissolution of the Company. These steps include the sale of domain names, the execution of a licensing agreement involving media credits owned by the Company, the assignment and/or negotiated cancellation of operating leases and other contractual obligations, and the reduction of personnel to three key employees. We are not currently engaged in any business activities except for the purposes described above and to prosecute or defend lawsuits by or against us. No assurance can be given that available cash and amounts received on the sale of assets will be adequate to provide for the Company's obligations, liabilities, expenses and claims, or distributions to stockholders. If our Board of Directors ultimately determines that the Plan should be adopted, and if our stockholders approve the Plan, we anticipate that we will file a certificate of dissolution with the Secretary of State of Delaware, wind up our business affairs, sell and liquidate our properties and assets, including our remaining intellectual property and other intangible assets, and to the extent possible, pay our creditors and make distributions to stockholders in accordance with the Plan. No assurance can be given that available cash and amounts received on the sale of assets will be adequate to provide for the Company's obligations, liabilities, expenses, and claims. Net cash used in operating activities was $4.5 million during the nine months ended September 30, 2001, primarily a result of quarterly net losses as well as decreases in accounts payable and accrued expenses partially offset by decreases in accounts receivables, inventories, prepaid expenses and other assets and non-cash charges for depreciation, amortization and impairment losses. Net cash used in operating activities was approximately $81.3 million during the nine months ended September 30, 2000, primarily a result of quarterly net losses as well as increases in inventories and decreases in accounts payable, partially offset by decreases in prepaid expenses and other assets and non-cash charges for depreciation and amortization. Net cash provided by investing activities was approximately $4.6 million during the nine months ended September 30, 2001, primarily consisting of proceeds from the sale of intangible assets and property and equipment. Net cash provided by investing activities was approximately $53.6 million during the nine months ended September 30, 2000, primarily consisting of the sale of short-term investments partially offset by the acquisition of equipment and systems, including computer equipment and fixtures and furniture. Net cash used in financing activities was approximately $8.5 million during the nine months ended September 30, 2001 and primarily consisted of principal payments on borrowings and capital lease obligations and the repurchase of unvested Common Stock options. Net cash provided by financing activities was approximately $1.3 million during the nine months ended September 30, 2000, primarily consisted of net proceeds from equipment financing, partially offset by repurchases of Common Stock and principal payments on notes payable and capital lease obligations. Events of Default under Loan Agreement and Lease Agreement with Comdisco In July 2001, we reached a settlement with Comdisco, Inc., which had notified us in March 2001 that events of default had occurred under the Subordinated Loan and Security Agreement dated as of January 15, 2001 (the "Loan Agreement"), pursuant to which we borrowed the original principal amount of $7,000,000 secured by a lien on all of our personal property, and the Master Lease Agreement dated as of January 15, 1999 (the "Lease Agreement"), pursuant to which we lease equipment from Comdisco. We inadvertently failed to make our monthly payments of principal and interest under the Loan Agreement and rent under the Lease Agreement for February 2001, and as a result, Comdisco declared that an event of default had occurred under the Loan Agreement and, by way of such default, under the Lease Agreement pursuant to its cross-default provision. The notice from Comdisco also advised that the secured obligations under the Loan Agreement and obligation to pay rent under the Lease Agreement were accelerated, that Comdisco's obligation to lease additional equipment to us under the Lease Agreement was cancelled, that our use of cash collateral (as defined in the Loan Agreement) was restricted, and that our ability to sell collateral (as defined in the Loan Agreement) was restricted. Comdisco demanded immediate payment of the obligations due and owing under the Loan and Lease Agreements and return of the leased equipment. Comdisco also gave notice of its intent to foreclose under its security interest. We made the February payments totaling $102,903 on April 3, 2001, and requested that Comdisco waive the events of default under the Loan Agreement and the Lease Agreement and reinstate both agreements. Comdisco ultimately agreed to waive the events of default if (a) we paid Comdisco $6,100,000 (which we paid on April 9, 2001), which was applied first, to pay all outstanding obligations under the Lease Agreement, and then toward repayment of the Loan Agreement, and (b) we agreed to terms amending the Loan Agreement, which involved, among other things, an additional payment of principal under the Loan Agreement in the approximate amount of $1.4 million, which was made during the second quarter of 2001, and a discounted payoff amount of $442,000, which was made during the third quarter of 2001. ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS The factors discussed in the "Overview" and "Liquidity and Capital Resources" sections of this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in our annual report on Form 10-K for our fiscal year ended December 31, 2000, as filed with SEC, may affect our future results. Additionally, for a discussion of potential risks associated with the dissolution of the Company (if the Plan is adopted by our Board and approved by our stockholders), see "Risks Relating to Proposed Liquidation and Dissolution" in the "Risk Factors" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2000, as updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have assessed our vulnerability to certain market risks, including interest rate risk associated with financial instruments included in cash, cash equivalents and short-term investments. Due to the short-term nature of these investments and our investment policies and our procedures, we have determined that the risk associated with interest rate fluctuations related to these financial instruments does not pose a material risk to us. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On March 27, 2001, SDR Investors, LP filed a lawsuit against PlanetRx.com, certain underwriters of the Company's initial public offering in October 1999 (the "IPO"), and certain former and current directors of the Company. Named as additional defendants in the suit, which was filed in the United States District Court for the Southern District of New York, are The Goldman Sachs Group, Inc., BancBoston Robertson Stephens, Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, and Salomon Smith Barney, Inc., each of which was an underwriter of the IPO; William J. Razzouk, Christos M. Cotsakos, David M. Beirne, and Michael Moritz who are former directors of the Company. The suit generally alleges that the defendants violated federal securities laws by not disclosing certain actions allegedly taken by the underwriter defendants in connection with the IPO. The suit alleges specifically that the underwriter defendants, in exchange for the allocation to their customers of shares of the Company's common stock sold in the IPO, solicited and received from their customers undisclosed commissions on transactions in other securities and required their customers to purchase additional shares of the Company's common stock in the aftermarket at pre-determined prices that were above the IPO price. The suit seeks unspecified monetary damages and certification of a plaintiff class consisting of all persons who acquired shares of the Company's common stock between October 6, 1999, and March 23, 2001. The Company is in the process of reviewing the suit and intends to respond in a timely manner. As of the date hereof, we are unable to predict the outcome of the suit and its ultimate effect, if any, on the Company's financial condition. The Company also is party to routine legal proceedings incidental to its business. We do not expect the outcome of such routine pending litigation to have a material adverse effect on the Company's consolidated financial position or results of operations. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Exhibits See Exhibit Index. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter covered by this Form 10-Q. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PLANETRX.COM, INC. (Registrant) By: /s/ Paul E. Risner ------------------------------------- Paul E. Risner Vice President, General Counsel and Secretary Date: November 14, 2001 EXHIBIT INDEX Exhibit Number Description ------- ----------- 2.1* Asset Contribution and Reorganization Agreement between PlanetRx.com, Inc., PRX Holdings, Inc., PRX Acquisition Corp., YourPharmacy.com, Inc. and Express Scripts, Inc., dated August 31, 1999. 3.1* Certificate of Incorporation of the registrant, as amended. 3.2* Bylaws of the registrant 3.3**** Certificate of Amendment to Restated Certificate of Incorporation of the registrant. 4.1 Reference is made to Exhibits 3.1 and 3.2 4.2* Amended and Restated Investors' Rights Agreement 4.3* Specimen Common Stock Certificate 4.4** Registration Rights Agreement between registrant and Alpha Venture Capital, Inc. dated July 25, 2000. 10.1* Form of Indemnification Agreement. 10.2* 1999 Equity Incentive Plan. 10.3* Employee Stock Purchase Plan. 10.4* 1999 Director Stock Option Plan. 10.5* Form of Warrant for the purchase of Preferred Stock. 10.6* Real Property Lease between registrant and Belz Devco, LP, dated October 16, 1998. 10.7* Real Property Sublease between registrant and Radar Companies, dated May 5, 1999. 10.8* Real Property Sublease between registrant and Cellegy Pharmaceuticals, Inc., dated November 6, 1998. 10.9* Asset Acquisition Agreement between registrant and NetHealth.com, Inc., dated June 30, 1999. 10.10* Series C Preferred Stock Purchase Agreement between registrant and the Investors named on Schedule thereto, dated June 3, 1999. 10.11* Series D Preferred Stock Purchase Agreement between registrant and the Investors named on Schedule thereto, dated September 3, 1999. 10.12+* Agreement between registrant and Express Scripts, Inc., dated August 31, 1999. 10.13+** Agreement between registrant and Express Scripts, Inc. dated June 19, 2000. 10.14** Common Stock Purchase Agreement between registrant and Alpha Venture Capital, Inc. dated July 25, 2000. 10.15*** Master Lease Agreement between registrant and Comdisco, Inc. dated January 15, 1999, Equipment Schedules VL-1 and VL-2 dated January 20, 1999, and Addendum dated January 20, 1999. 10.16*** Subordinated Loan and Security Agreement between registrant and Comdisco, Inc. dated as of January 15, 2001. The exhibits to this document have been omitted from this filing. The Company will furnish, as supplementary information, copies of the omitted materials to the Securities and Exchange Commission upon request. 10.17***** Discounted Payoff Agreement, between registrant and Comdisco, Inc. dated July 27, 2001. 10.18++ Form of Bill of Sale between registrant and Lightning Logistics, LLC selling and assigning leases of real and personal property located at 6399 Shelby View Drive, Suite 122, Memphis, Tennessee. 10.19++ Form of Assignment of Lease among registrant, Lightning Logistics, LLC and Belz Devco GP 10.20++ Form of Guaranty of Lease by Flextronics International, Ltd. 10.21++ Bill of Sale between registrant and Unicorp, Inc. dated as of July 1, 2001, selling and assigning leases of real and personal property located at 6399 Shelby View Drive, Suites 113-115, Memphis, Tennessee. 10.22++ Form of Assignment of Lease among registrant, UITSG, LLC d/b/a Unicorp and Belz Devco GP 10.23++ PlanetRx.com Licensing Agreement between registrant and Revelation America Incorporated dated as of August 14, 2001. 10.24++ Internet Domain Name Transfer & Escrow Agreement between registrant and Guthy-Renker Corporation dated as of March 15, 2001. 10.25++ Internet Domain Name Transfer & Escrow Agreement between registrant and Pharmacia Corp. dated as of March 21, 2001. 10.26++ Domain Name Purchase Agreement and Bill of Sale between registrant and Ortho Biotech Products, L.P. dated as of April 2, 2001. 10.27++ Internet Domain Name Transfer & Escrow Agreement between registrant and Johnson & Johnson dated as of March 16, 2001. 10.28++ Internet Domain Name Transfer & Escrow Agreement between registrant and SmithKline Beecham dated as of March 12, 2001. 10.29++ Internet Domain Name Transfer & Escrow Agreement between registrant and F.A.C.E.S. dated as of March 5, 2001. 10.30++ Internet Domain Name Transfer & Escrow Agreement between registrant and Simstar Internet Solutions dated as of May 2, 2001. 10.31++ Internet Domain Name Transfer & Escrow Agreement between registrant and Serono, Inc. dated as of March 15, 2001. 10.32++ Domain Name Purchase Agreement and Bill of Sale between registrant and U.S. Nursing Corporation dated as of March 14, 2001. 10.33++ Internet Domain Name Transfer & Escrow Agreement between registrant and Johnson & Johnson dated as of March 14, 2001. 10.34++ Internet Domain Name Transfer & Escrow Agreement between registrant and Richard Gabriel dated as of March 30, 2001. --------------- * Incorporated herein by reference to Form S-1 as declared effective on October 7, 1999 (File No. 333-82485). ** Incorporated herein by reference to report on Form 10-Q, for the quarterly period ended June 30, 2000 filed on August 14, 2000. *** Incorporated herein by reference to annual report on Form 10-K, for the fiscal year ended December 31, 2000, filed on April 17, 2001. **** Incorporated herein by reference to Form 10-K/A, for the fiscal year ended December 31, 2000, filed on April 30, 2001. ***** Incorporated herein by reference to report on Form 10-Q, for the quarterly period ended June 30, 2001, filed on August 15, 2001. + Confidential treatment has been requested for certain portions which have been blacked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission pursuant to the application for confidential treatment. ++ Filed herewith Exhibit 10.18 BILL OF SALE PlanetRx.com, Inc. a corporation formed in the state of TENNESSEE ("Seller"), located at 6399 Shelby View Drive Suite 122, Memphis, Tennessee in consideration of the sum of ONE MILLION FIVE HUNDRED AND THIRTY-TWO THOUSAND TWO HUNDRED AND NINETY-FOUR DOLLARS ($1,532,294.00 USD) hereby sells, transfers, and conveys to Lightning Logistics, LLC a Texas corporation located at 1431 FM 1101 New Braunfels, TX 78130, ("Buyer"), receipt of which is acknowledged, the Property and listed in Schedules "A" and "B" ("Property"). Seller shall sell and Buyer shall buy, free from all liabilities and encumbrances, the Property owned by Seller and shown on the Schedules attached hereto, and incorporated herein by reference. Seller shall assign and transfer to Buyer all Leased Equipment and Real Property shown on Schedule "B," and Seller's rights under the Leases pertaining thereto, in accordance with the terms contained within the Leases. Seller warrants and represents to Buyer the following as to Schedule "A": Seller is the legal owner of and has full corporate right, power and authority to sell, convey and transfer the Property to Buyer; Seller has good and marketable title to all Property sold hereunder, free from all debts and encumbrances except as noted; there are no pending litigation, governmental proceedings or investigations relating to the Property; Seller has the legal right to sell the Property and each item of Property listed; and, Seller will defend title of the Property and of each item of Property against any claim or demand. Seller warrants to Buyer the following as to Schedule "B": Seller has the right to transfer the leasehold interest in the Leased Equipment and Facility; the Leases are in good standing; the Lessors have consented to assign the Leases to the Buyer. Buyer shall pay to Seller the purchase price stated above upon the execution of this Bill of Sale, receipt of which is hereby acknowledged by Seller. Seller shall deliver this Bill of Sale, fully executed, to Buyer upon receipt of the payment required herein. Buyer has been allowed to examine each item of Property sold. The Property and each item of Property is sold or transferred and delivered in a strictly "As Is, Where Is" condition and Seller expressly disclaims all warranties, express or implied, of merchantability of fitness for particular purpose. DATED: ----------------------------- PlanetRx.com, Inc. ---------------------------------------------- BY: Paul E. Risner ITS: Senior Vice-President and General Counsel STATE OF TENNESSEE ) ) ss COUNTY OF SHELBY ) I certify that I know or have satisfactory evidence that Paul E. Risner, representing PlanetRx.com, Inc. appeared before me, and Paul E. Risner, on behalf of PlanetRx.com, Inc. signed this instrument and acknowledged it to be a free and voluntary act, for the uses and purposes mentioned in the instrument. DATED: -------------------------------------- ----------------------------------------------- Notary Public in and for the State of TENNESSEE, residing at ------------------------------------------------------------. My appointment expires --------------------------------------. SCHEDULE A LIST OF PROPERTY SOLD All Property described and listed on the attachments to Schedule "A." PlanetRx.com, Inc. signs this Schedule A attached to his Bill of Sale this _______ day of April, 2001. ----------------------------- PlanetRx.com, Inc.
Purchase PlanetRx.com Asset List: Bldg. 122 Qty. Price Model S/N Warehouse: Conveyor Equipment 1 $ 680,568.00 n/a n/a Mechanical installation 1 $ 182,000.00 n/a n/a Conveyor Control Hdw Engineering 1 $ 14,000.00 n/a n/a Conveyor Control PLC Logic & Softw. 1 $ 18,000.00 n/a n/a Conveyor Controls Hdw. Installation 1 $ 125,000.00 n/a n/a Field Wiring of Motors & Controls 1 $ 115,000.00 n/a n/a Spare parts 1 $ 28,000.00 n/a n/a Storage Equipment: Bulk Rack $ 274,083.00 n/a n/a Bin Shelving $ 38,342.00 n/a n/a Software WCS 1 $ 229,450.00 n/a n/a Scanning Hardware: Hand held scanner 19 $ 7,410.00 n/a n/a RF scanner guns 21 $ 71,876.00 n/a n/a RF wearable wrist guns 16 $ 56,444.00 n/a n/a Data & Server Cabinets 3 $ 4,331.00 n/a n/a Symbol Spectrum 2 Mbps ethernet access pts. 3 $ 4,766.00 n/a n/a UPS 8 kva 1 $ 10,197.00 n/a n/a Miscellaneous Equipment: Packstations 36 $ 30,897.00 n/a n/a Carts: Picking 13 $ 6,760.00 n/a n/a Stocking 24 $ 7,080.00 n/a n/a Flat 9 $ 1,800.00 n/a n/a Roll lifts 4 $ 1,200.00 n/a n/a Totes 4800 $ 32,395.00 n/a n/a Auto Taper 1 $ 10,120.00 700R 9930 Cubi-Scan System 1 $ 11,000.00 Q1-C550 Q150-053 Security Cage 1 $ 12,415.00 n/a n/a Security System 1 $ 100,000.00 n/a n/a Office Furniture: $ 265,750.00 n/a n/a Facility Leasehold Improvements paid by PLRX: $ 846,000.00 n/a n/a
SCHEDULE B LIST OF LEASED EQUIPMENT AND REAL PROPERTY TRANSFERRED All Property (Real or Personal) described and listed on the attachments to Schedule "B". PlanetRx.com, Inc. signs this Schedule B attached to his Bill of Sales this ______ day of April, 2001. --------------------------- PlanetRx.com, Inc.
PlanetRx.com Leased Items List: Qty. Monthly Lease Term - Total Lease Model Serial Number Bldg. 122 Lease Price Months Cost Air Compressors (75 hp units) 2 $ 1,546;00 60 $ 92,760 SSR EP75 CK3027U00035 SSR EP75 CK3026U00035 Refrigerated Compr. Air Dryer 2 incl. Above - - DXR600 00ADXR6402 DXR600 99MDXR6402 Lift Equipment: Stock Picker 1 $ 374.00 60 $ 22,440 Raymond OE35 OE35029305002 Sit Down Forklife 1 $ 415.00 60 $ 24,900 Clark TMG620 TMG248-0570-7498-FB Standup Reach Forklife 1 $ 455.50 60 $ 27,330 Clark NPR 17 NPR345-0122-9511FB Walkie Stacker 1 $ 205.00 60 $ 12,300 CSM 10 CSM-0197-6833 Exide Battery 24v 1 incl.w/truck - - E125-15 AXK-164705 Exide Battery 24v 1 incl.w/truck - - E125-15 AXK-143338 Exide Battery 36v 1 incl.w/truck - - E125-11 AYC-182275 Exide Battery 36v 1 incl.w/truck - - E125-11 AYC-182276 Exide Battery 36v 1 incl.w/truck - - E125-17 AYC-182298 Exide Battery 36v 1 incl.w/truck - - E125-17 AYC-182297 Panel Truck 1 $ 1,590.00 60 $ 95,400 WT5500 J8DF5C135Y7700331 3M Auto Tape Machine 1 $ 417.90 30 $ 12,537 800R3 2110
Make Model # Serial Number Asset Description PlanetRX Asset # ------------------------- ------------------ ------------------------------- ------------------ -------------------------------- 3COM SWITCH 400 7ZWF010100 Networking M1612 Advance Technology DPx9 Security Advance Technology DPx16 Security APC Smart UPS W50009001623 UPS M1752 APC Smart UPS W50009001632 UPS M1753 APC Smart UPS W50009000010 UPS M1756 APC Smart UPS WS0009001612 UPS M1793 CISCO 3600 364062336 Networking SF1437 CISCO 6509 SCA04110BKM Networking CISCO 4003 JAB040904CA Networking CISCO 4003 JAB0409048S Networking CISCO 4003 JAB040903ZM Networking CISCO 4003 JAB040900401 Networking CISCO MODULE SAD0407018F Networking CISCO MODULE SAD040907B6 Networking COMPAQ DESKPRO 6918BW32B345 Workstation M1621 COMPAQ DESKPRO 6910VW33G609 Workstation M1639 DELL 55341cf6wbb8 8597527 Monitor M1005 DELL DIMENSION 350 HXSHK Workstation M1010 DELL D1025TM 8569204 Monitor M1106 DELL DIMENSION V350 HMBQ6 Workstation M1124 DELL DIMENSION V350 H7LP0 Workstation M1128 DELL D1025TM 8620581 Monitor M1132 DELL D1025TM 8597593 Monitor M1139 DELL DIMENSION V350 HXSKY Workstation M1206 DELL DIMENSION V350 HMBR2 Workstation M1210 DELL D1025TM 8509579 Monitor M1221 DELL DIMENSION V350 U6ZOM Workstation M1224 DELL D1028L 84779-A6363 Monitor M1225 DELL D1025TM 8509583 Monitor M1227 DELL DIMENSION V350 HXSH1 Workstation M1229 DELL D1025TM 8496725 Monitor M1234 DELL D1025TM 8569195 Monitor M1246 DELL V350 HX8KW Workstation M1414 DELL MM6 hl01u Workstation M1568 DELL MM6 MBQL Workstation M1580 DELL D1028L 84779-DU526-19 Monitor M1581 DELL MM6 HKX2Y Workstation M1591 DELL MM6 U8RLG Workstation M1597 DELL M780 5322DE0Z@Q39 Workstation M1627 DELL MM6 1fz6u Workstation M1628 DELL MM6 H5XCN Workstation M1629 DELL D1025TM 8394090 Monitor M1630 DELL D1025TM 8597597 Monitor M1636 DELL MM6 U8RKV Workstation M1646 DELL D1025TM 8425192 Monitor M1647 DELL MM6 H6XCQ Workstation M1648 DELL D1028L 84779-A7E68 Monitor M1653 DELL MM6 HMBQ7 Workstation M1654 DELL D1028L 84779-A8M1M Monitor M1655 DELL MM6 HKX2M Workstation M1657 DELL MM6 HX6HN Workstation M1661 DELL D1025TM 8569198 Monitor M1662 DELL D1025TM 8569203 Monitor M1669 DELL D1028L 84779-A7ED7 Monitor M1673 DELL MM6 HKX2V Workstation M1691 DELL XPSR350 84779DU528-19 Workstation DELL XPSR350 H5XCL Workstation M2097 HP DESKJET 882C cn95s1p0fdge Printer M1011 HP 8500N JPDB017145 Printer M1603 HP 722C MX8BT1SON7 Printer M1631 HP 8500N JPDB013959 Printer M1667 HP SCANJET 5300C TWO1D11107 Scanner HP LASERJET 4050N USBC091650 Printer SF1659 HP SCANJET 5300C TWO1D10379 Scanner M2068 HP DESKJET 895CX1 MX92F1W1BM Printer HP LASERJET 4050N USBBZ13228 Printer M2071 IBM 6574-47U 23NR721 Workstation M1004 IBM 6556-03N 23-CXBR6 Monitor M1133 IBM 6556-03N 23-CXBP7 Monitor M1211 IBM 6556-03N 23-CXBR1 Monitor M1217 IBM 6556-03N 23-CXBP8 Monitor M1223 IBM 6556-03N 23-DDPP6 Monitor M1250 IBM 6546-4AN A 24-W524 Monitor M1326 IBM 6550-23N 55-36736 Monitor M1458 IBM P76 55-15567 Monitor M1572 IBM P72 23-DDPP5 Monitor M1577 IBM P76 55-87703 Monitor M1584 IBM P72 23-DDPN9 Monitor M1588 IBM 300GL 23ACM52 Workstation M1593 IBM P76 55-36733 Monitor M1594 IBM P72 23-DDXP3 Monitor M1596 IBM P72 23-CXBP9 Monitor M1601 IBM 6550-23N 55-15604 Monitor M1606 IBM P72 23DDPP7 Monitor M1622 IBM P76 55-15597 Monitor M1624 IBM P76 5587711 Monitor M1626 IBM P76 55-87708 Monitor M1634 IBM P72 23-DDXR1 Monitor M1638 IBM P76 55-56374 Monitor M1641 IBM 300GL 23NR635 Workstation M1650 IBM 6550-23N 55-15599 Monitor M1710 IBM P76 55-57153 Monitor M1716 IBM 6550-23N 55-14616 Monitor IBM 300GL 23NT943 Workstation M1936 IBM 6556-03N 23DDPRO Monitor M2096 IBM 6546-4AN 24WB978 Monitor M2066 IBM P76 55-56133 Monitor M2089 IBM 6287-59U 23ACW60 Workstation M2109 IBM 6552-23N 55-35798 Monitor M2070 IBM 6552-23N 55-35806 Monitor M0273 IBM 300 GL 6287-69U 23ABR76 Workstation M1006 IBM 300 GL 6574-47U 23NR556 Workstation M1031 IBM 300 GL 6287-92U 23FCHL4 Workstation M1350 IBM 300 GL 6287-92U 23FCHH3 Workstation M1352 IBM 300 GL 6574-47U 23NR711 Workstation M1446 IBM 300 GL 6574-47U 23NT982 Workstation M1447 IBM 300 GL 6574-47U 23NP569 Workstation M1516 IBM 300 GL 300GL 23ABD93 Workstation M1585 IBM 300 GL 300GL 23ACK73 Workstation M1589 IBM 300 GL 6574-47U 23NP233 Workstation M1605 IBM 300 GL 300GL 23NP135 Workstation M1607 IBM 300 GL 300GL 23NT937 Workstation M1610 IBM 300 GL 300GL 23NP356 Workstation M1623 IBM 300 GL 300GL 23NP229 Workstation M1625 IBM 300 GL 300GL 23NP144 Workstation M1635 IBM 300 GL 300GL 23GX0N8 Workstation M1637 IBM 300 GL 300GL 23NP292 Workstation M1642 IBM 300 GL 300GL 23GXDR8 Workstation M1644 IBM 300 GL 300GL 23ABF87 Workstation M1656 IBM 300 GL 300GL 23SCK86 Workstation M1664 IBM 300 GL 300GL 23ACK74 Workstation M1666 IBM 300 GL 300GL 23GXCN6 Workstation M1670 IBM 300 GL 300GL 23ABV26 Workstation M1672 IBM 300 GL 300GL 23ACK13 Workstation M1674 IBM 300 GL 300GL 23ABN63 Workstation M1690 IBM 300 GL 300GL 23NP383 Workstation M1711 IBM 300 GL 300GL 23ACK63 Workstation M1712 IBM 300 GL 300GL 23NP361 Workstation M1713 IBM 300 GL 6287-92U 23FCCT5 Workstation SF1478 IBM 300 GL 300GL 23ABN25 Workstation M2095 IBM 300 GL 300GL 23NT301 Workstation SF1210 IBM 300 GL 6574-47U 23NT400 Workstation M2088 IBM 300 GL 6574-47U 23NT978 Workstation M2090 IBM 300 GL 6574-47U 23NT890 Workstation M1924 IBM 300 GL 6574-47U 23NT410 Workstation M1925 IBM 300 GL 6574-47U 23NP577 Workstation IBM 300 GL 6574-47U 23NT992 Workstation M2092 IBM 300 GL 6574-47U 23NT311 Workstation SF1592 IBM 300 GL 6574-47U 23NR701 Workstation M1805 IBM 300 GL 6287-97U 23FBTFO Workstation IBM 300 GL 6574-47U 23NT938 Workstation IBM 300 GL 6287-69U 23ABP92 Workstation IBM 300 GL 6287-97U 23GWYC4 Workstation IBM 300GL 6287-69U 23ACK45 Workstation M1095 IBM 300GL 6287-69U 23ACT54 Workstation M1111 IBM 300GL 6287-69U 23ACK62 Workstation M1113 IBM 300GL 6287-92U 23FBRY0 Workstation M1126 IBM 300GL 6287-97U 23GWYZ2 Workstation M1136 IBM 300GL 6287-92U 23FBZV8 Workstation M1138 IBM 300GL 6574-47U 23NR565 Workstation M1198 IBM 300GL 6287-69U 23ABP09 Workstation M1208 IBM 300GL 6287-69U 23ABV27 Workstation M1212 IBM 300GL 6287-69U 23ABD27 Workstation M1218 IBM 300GL 6287-69U 23ABC96 Workstation M1220 IBM 300GL 6287-69U 23ABP25 Workstation M1222 IBM 300GL 6287-69U 23ABD40 Workstation M1226 IBM 300GL 6287-69U 23ABR26 Workstation M1245 IBM 300GL 6287-69U 23ABF06 Workstation M1247 IBM 300GL 6287-69U 23ABD35 Workstation M1249 IBM 300GL 6287-97U 23GXDD3 Workstation M1318 LEXMARK OPTRA SE 3455 11-YH860 Printer M1062 LEXMARK OPTRA SE 3455 11-YH800 Printer M1142 LEXMARK OPTRA SE 3455 11-KGY04 Printer M1213 LEXMARK OPTRA SE 3455 11-KGA57 Printer M1214 LEXMARK OPTRA SE 3455 11-HKL29 Printer M1215 LEXMARK OPTRA SE 3455 11-BVX56 Printer M1216 LEXMARK OPTRA SE 3455 11-YH810 Printer M1316 LEXMARK OPTRA K1220 1140209 Printer M1448 LEXMARK SE3455 11-HMT23 Printer M1560 LEXMARK K1220 1102073 Printer M1578 LEXMARK K1220 1136491 Printer M1587 LEXMARK K1220 1121704 Printer M1600 LEXMARK SE 3455 11-GCR12 Printer M1633 LEXMARK K1220 1121322 Printer M1640 LEXMARK SE 3455 11-KGX96 Printer M1668 LEXMARK SE3455 11-HMT24 Printer M1704 LEXMARK OPTRA K1220 1147503 Printer M2098 LEXMARK OPTRA K1220 1146362 Printer M2094 LEXMARK OPTRA M410 64296 Printer M2075 LEXMARK OPTRA K1220 1116703 Printer M1252 LEXMARK OPTRA M410 64131 Printer Mitsubishi VCR HS7424 Security Mitsubishi VCR HS7424 Security OPTIQUEST Q51 CD94400624 Monitor M1695 OPTIQUEST Q51 CD94400623 Monitor M1696 OPTIQUEST Q51 CD94400606 Monitor M1698 PANASONIC 2020 MONITOR Monitor PANASONIC 2020 MONITOR Monitor SATO M-8400RV 90650027 Printer SATO M-8400RV 90650022 Printer SATO M-8400RV 150136 Printer SATO M-8400RV 150137 Printer SONY CPD-210GS 4038477 Monitor M1123 SONY CPD-210GS 4034563 Monitor M1125 SONY CPD-200ES 4418275 Monitor M1135 SONY CPD-210GS 4034570 Monitor M1143 SONY CPD-210GS 4050861 Monitor M1205 SONY CPD-210GS 4034571 Monitor M1207 SONY CPD-210GS 4034573 Monitor M1209 SONY CPD-210GS 4034564 Monitor M1219 SONY 210GS 4050788 Monitor M1223 SONY CPD-210GS 4034567 Monitor M1244 SONY CPD-200ES 4414774 Monitor M1248 SONY 210GS 4038332 Monitor M1592 SONY 210GS 4033971 Monitor M1616 SONY 210GX 403D865 Monitor M1645 SONY 210GS 4050701 Monitor M1665 SONY 210GS 4034697 Monitor M1671 SONY 210GS 4034561 Monitor M1685 SONY CPD210GS Monitor SONY 210GS 4050821 Monitor SF1482 SONY CPD-210GS 4034698 Monitor M1009 TRADEMARK INDUCTION PC 8566091 Workstation M1694 TRADEMARK INDUCTION PC 8566093 Workstation M1697 TRADEMARK INDUCTION PC 866094 Workstation M2082 VIEWSONIC PS5775 DP93806505 Monitor M1003 VIEWSONIC E773 DP91700178 Monitor M1137 VIEWSONIC PS5775 MO94919052 MO94919052 Monitor M1457 VIEWSONIC PS5775 DM00601770 Monitor M1459 VIEWSONIC PS775 DM00800056 Monitor m1586 VIEWSONIC PS775 DM00601771 Monitor M1604 VIEWSONIC E773 DP92002420 Monitor M1643 VIEWSONIC GS790 M094919059 Monitor M1649 VIEWSONIC E773 DP92002435 Monitor M1658 VIEWSONIC PS775 DM00800025 Monitor M1692 VIEWSONIC PS775 DM00701904 Monitor M1693 VIEWSONIC E773 DP92002168 Monitor VIEWSONIC PS775 DM00701900 Monitor VIEWSONIC GS790 M094204074 Monitor M2091 VIEWSONIC PS775 DM00800051 Monitor M2084 VIEWSONIC PS775 DM00800054 Monitor M2086 VIEWSONIC E773 dp92002167 Monitor M1016
Monthly Building Costs Suite 122 Lease Payment $ 56,008.00 Security Service $ 12,960.00 Janatorial Services $ 3,020.00 Janatorial Supplies $ 700.00 MLGW $ 22,000.00 Air Compressor Lease $ 1,546.00 Lift Equip. Lease $ 2,010.00 Contract Maint. Service $ 20,000.00 Kotler $ 400.00 Waste Removal $ 1,800.00 Total Building Costs $ 120,444.00 Exhibit 10.19 ASSIGNMENT OF LEASE This Agreement made and entered into this ___ day of _____, 2001, by and between Planet Rx, Inc., a corporation organized under the laws of the state of Delaware, having its principal place of business at 6399 Shelby View, Suite 122, Memphis, Tennessee, hereinafter referred to as Assignor, and Lightning Logistics, LLC, having its principal place of business at 1431 FM1101, New Braunfelds, Texas 78130 hereinafter referred to as Assignee. WITNESSETH: WHEREAS, Assignor entered into a Lease Agreement described below for space within the Shelby Oaks Industrial Park, as Tenant therein, for a term of five (5) years commencing on November 24, 1999; and WHEREAS, Assignee desires to assume all rights, liabilities, and duties of Assignor as set forth within that Lease Agreement. NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00), cash in hand, each to the other paid, receipt of which is hereby acknowledged and the mutual covenants contained herein, the parties agree as follows: Assignor does hereby grant, convey, and assign to Assignee that Lease dated August 20, 1999, made and executed by Assignor and Belz Devco GP of Memphis, Tennessee, as Landlord, affecting premises described as follows: An Industrial space consisting of approximately 30,000 square feet within the Shelby Oaks Industrial Park subject to any and all obligations incurred thereunder by Assignor prior to the date for which Assignor and Assignee shall be jointly and severally liable. A copy of the Lease hereby assigned is attached hereto, the terms of which are incorporated by reference. Assignee shall have the Lease during all the remainder of the term and any renewals thereof, as provided therein, subject to the Landlord's rights therein. Neither this Assignment nor the acceptance of rent by Landlord from Assignee, pursuant to this Assignment, shall release, relieve, or in any manner modify the obligations of Assignor under the terms and conditions of the Lease Agreement. Assignee shall accept the foregoing Assignment and assume all liability and duty to perform all of the terms and conditions of the Lease on the part of the Assignor to be performed from and after July 1, 2001. Accordingly, Assignee shall pay the minimum rent, additional charges and all other payments and assessments as set forth in the Lease Agreement, and, additionally, shall perform all other terms and conditions to be performed by Tenant in accordance with the Lease Agreement from and after July 1, 2001. Assignee specifically assumes all rights, duties and liabilities of the Tenant therein from and after July 1, 2001. Landlord joins in this Assignment for the purpose of manifesting its consent thereto, but expressly reserves the right, to reject any subsequent attempt to assign this Lease Agreement. Landlord's consent is predicated upon Assignor's continuing liability under the terms of the Lease Agreement. This Assignment shall not operate to release Assignor from any of the obligations incurred thereunder, and Assignor shall continue to be liable for the faithful performance of all of the terms and conditions in that Lease Agreement dated August 20, 1999, should Assignee default in the performance of the terms, covenants, conditions and obligations (including the payment of rent and all other assessments). IN WITNESS whereof the parties have executed this Assignment the date first above written. ASSIGNOR: PLANET RX, INC. BY: -------------------------------------- ITS: ------------------------------------- ASSIGNEE: LIGHTNING LOGISTICS, LLC BY: -------------------------------------- ITS: ------------------------------------- LANDLORD: BELZ DEVCO GP BY: -------------------------------------- Morris I. Thomas, Vice President BY: -------------------------------------- Ronald A. Belz, President STATE OF COUNTY OF Before me, the undersigned, a Notary Public within and for said county and state, duly commissioned and qualified, personally appeared __________________________ with whom I am personally acquainted, and who, upon oath, acknowledged himself to the ___________________ of Planet Rx, Inc., the within named bargainor, a corporation, and that he as such ____________________________, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by himself. WITNESS my hand and Notarial Seal at office this ____ day of _______________, 2001. ---------------------------------------------- Notary Public My Commission Expires: --------------------- STATE OF COUNTY OF Before me, the undersigned, a Notary Public within and for said county and state, duly commissioned and qualified, personally appeared _____________________ with whom I am personally acquainted, and who, upon oath, acknowledged himself to the ______________________ of Lightning Logistics, LLC, the within named bargainor, a limited liability company, and that he as such ______________________, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the limited liability company by himself. WITNESS my hand and Notarial Seal at office this ___ day of ________________, 2001 ---------------------------------------------- Notary Public My Commission Expires: ------------------- STATE OF TENNESSEE COUNTY OF SHELBY Before me, the undersigned, a Notary Public, within and for said State and County, duly commissioned and qualified, personally appeared Morris I. Thomas and Ronald A. Belz, duly Vice President and President of Belz Devco GP, the Landlord, to me known to be the above described in and who executed the foregoing instrument and who, upon their oath, acknowledged that they executed the same as their free act and deed and as the free act and deed of the Landlord. IN WITNESS WHEREOF I have hereunto subscribed my signature and affixed my official seal on this the ___ day of ______________, 2001. ---------------------------------------------- Notary Public My Commission Expires: ------------------- Exhibit 10.20 GUARANTY OF LEASE In order to induce Belz Devco GP, (hereinafter "Landlord") to execute that certain Lease Agreement (the "Lease") by and between Landlord and Lightning Logistics, LLC as assignee ("Assignee") for premises located at 6399 Shelby View, Suite 122, Memphis, Tennessee (the "Premises"), a copy of which is attached hereto and made a part hereof, the undersigned, whether one or more, jointly and severally, hereby unconditionally guarantees the payment and performance of, and agrees to pay and perform as a primary obligor, all liabilities, obligations, and duties (including, but not limited to, payment of rent) imposed upon Assignee thereunder. The liability of the undersigned shall also be reduced by the amount of any security deposit actually applied by Landlord to discharge the liability of Tenant following an event of default. The undersigned hereby waives notice of acceptance of this Guaranty of Lease ("Guaranty") and all other notices in connection herewith or in connection with the liabilities, obligations and duties guaranteed hereby, including notices of default by Assignee under the Lease, and waives diligence, presentment, and suit on the part of Landlord in the enforcement of any liability, obligation, or duty guaranteed hereby. The undersigned further agrees that Landlord shall not be first required to enforce against Assignee or any other person any liability, obligation, or duty guaranteed hereby before seeking enforcement thereof against the undersigned. Suit may be brought and maintained against the undersigned by Landlord to enforce any liability, obligation or duty guaranteed hereby without joinder of Assignee or any other person. The liability of the undersigned shall not be affected by any indulgence, compromise, settlement, or variation of terms which may be extended to Assignee by Landlord or agreed upon by Landlord and Assignee. Landlord and Assignee, without notice to or consent by the undersigned, may at any time or times enter into such modifications, extensions, amendments, or other covenants respecting the Lease as they may deem appropriate, and the undersigned shall not be released thereby, but shall continue to be fully liable for the payment and performance of all liabilities, obligations, and duties of Assignee under the Lease, as so modified, extended or amended. The liability of the undersigned hereunder shall in no way be affected by (a) the release or discharge of Assignee in any creditor, receivership, bankruptcy, or other similar proceedings; (b) the impairment, limitation, or modification of the liability of Assignee or the estate of Assignee in bankruptcy or of any remedy for the enforcement of Assignee's liability under the Lease resulting from the operation of any present or future provisions of the Federal Bankruptcy Code or other statute or from the decision of any court; (c) the rejection or disaffirmance of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Assignee; or (e) any disability or other defense of Assignee. Until all the covenants and conditions in the Lease on Assignee's part to be performed and observed are fully performed and observed, the undersigned (a) shall have no right of subrogation against Assignee by reason of payments or acts of performance by the undersigned in compliance with the obligations of the undersigned hereunder; (b) waives any right to enforce any remedy which undersigned now or hereafter shall have against Assignee by reason of any one or more payments or acts of performance in compliance with the obligations of the undersigned hereunder; and (c) subordinates any liability or indebtedness of Assignee now or hereafter held by the undersigned to the obligations of Assignee to Landlord under the Lease. This Guaranty shall apply to the base lease term and any extension or renewal thereof and to any holdover term following the base term or extension or renewal thereof. Within seven (7) days after a written request therefor from Landlord, the undersigned shall deliver to Landlord, or its designee, an estoppel letter from the undersigned, confirming that the Guaranty remains in full force and effect, in accordance with its terms, and ratifying the obligations of the undersigned thereunder. This Guaranty shall be binding upon the undersigned and the heirs, executors, and legal representatives of the undersigned, and shall inure to the benefit of Landlord and its successors and assigns. This Guaranty shall be governed by and enforced in accordance with the laws of the state in which the Premises are located. This Guaranty may not be changed or terminated orally. EXECUTED this ____ day of ______________________, 2001. GUARANTOR: FLEXTRONICS INTERNATIONAL, LTD By: --------------------------------------- Its: -------------------------------------- Address of Guarantor: ------------------------------------------ ------------------------------------------ STATE OF COUNTY OF Before me, a Notary Public of the State and County aforesaid, personally appeared _______________________ with whom I am personally acquainted, (or proved to me on the basis of satisfactory evidence) and who, upon oath, acknowledge himself to be the ___________________ of Flextronics International, LTD, the within named bargainor, a __________ corporation, and that he executed the foregoing instrument for the purposes therein contained by signing the name of such corporation by himself as such . WITNESS my hand and Notarial seal, at office this ___ day of ________________, 2001. --------------------------------------- Notary Public My Commission Expires: --------------------- Exhibit 10.21 BILL OF SALE PlanetRx.com, Inc., a corporation formed in the state of TENNESSEE ("Seller"), located at 6399 Shelby View Drive Suite 122, Memphis, Tennessee in consideration of the sum of THREE HUNDRED AND FIFTY-EIGHT THOUSAND DOLLARS ($ 358,000.00 USD) and the special consideration shown below, hereby sells, transfers, and conveys to UNICORP, INC. a Corporation located in Memphis Tennessee, ("Buyer"), receipt of which is acknowledged, the Property and listed on Schedules "A" and "B"("Property"). Seller shall sell and Buyer shall buy, free from all liabilities and encumbrances, the Property owned by Seller and shown on the Schedules attached hereto, and incorporated herein by reference. Seller shall assign and transfer to Buyer all Leased Real Property shown on Schedule "B," and Seller's rights under the Leases pertaining thereto, in accordance with the terms contained within the Leases. Seller warrants and represents to Buyer the following as to Schedule "A": Seller is the legal owner of and has full corporate right, power and authority to sell, convey and transfer the Property to Buyer; Seller has good and marketable title to all Property sold hereunder, free from all debts and encumbrances except as noted; there are no pending litigation, governmental proceedings or investigations relating to the Property; Seller has the legal right to sell the Property and each item of Property listed; and, Seller will defend title of the Property and of each item of Property against any claim or demand. Seller warrants to Buyer the following as to Schedule "B": Seller has the right to transfer the leasehold interest in the Real Property; the Leases are in good standing; the Lessors have consented to assign the Leases to the Buyer. Buyer shall pay to Seller the purchase price stated above within two (2) Business days of the execution of this Bill of Sale, and the effectiveness of this transfer under this Bill of Sale is not valid until receipt of payment is acknowledged by Seller. Seller shall deliver this Bill of Sale, fully executed, to Buyer at Closing, pending receipt of the payment required herein. Buyer has been allowed to examine each item of Property sold. The Property and each item of Property is sold or transferred and delivered in a strictly "As Is, Where Is" condition and Seller expressly disclaims all warranties, express or implied, of merchantability or fitness for particular purpose. Special Consideration: From the date of Closing, and continuing for a period of two (2) years, Buyer shall continue to host Seller's web-pages, business records and e-mail accounts (up to 25 e-mail accounts) without, charge For a period of six (6) months, or until dissolution of PlanetRx.com, whichever shall first occur. DATED: 06/22/01 PlanetRx.com, Inc. /s/ Paul E. Risner ---------------------------------------------------- BY: Paul E. Risner ITS: Senior vice-President and General Counsel STATE OF TENNESSEE ) ) ss COUNTY OF SHELBY ) I certify that I know or have satisfactory evidence that Paul E. Risner, representing PlanetRx.com, Inc. appeared before me, and Paul E. Risner, on behalf of PlanetRx.com, Inc. signed this instrument and acknowledged it to be a free and voluntary act, for the uses and purposes mentioned in the instrument. DATED: 6/22/01 /s/ Mabel Konya ----------------------------- Notary Public in and for the State of TENNESSEE, residing at 6615 Stage Rd., Bartlett, TN My appointment expires 2/10/04 SCHEDULE A LIST OF PROPERTY SOLD All property described and listed on the attachments to Schedule "A." PlanetRx.com, Inc. signs this Schedule A attached to his Bill of Sale this 22nd of June, 2001. /s/ Paul E. Risner, Atty for ---------------------------- PlanetRx.com, Inc. Property sold includes, more or less, the items and quantities listed on the attached inventory schedules, A-1 and A-2.
A-1 Equipment Make Model Count PC IBM 300GL - P3 57 PC IBM 300GL - P2 52 PC Dell Dimension V350 5 PC Dell Dimension 8350 2 Switch Cisco Catalyst 5509 1 Switch Cisco Catalyst 6500 2 Switch Cisco Catalyst 6509 2 Switch Cisco Catalyst 4000 1 Switch Cisco Catalyst 2600 2 Switch Cisco Catalyst 3600 2 Switch Cisco Local Director 4 Firewall Cisco Pix 2 VPNWare VPNet 2 Monitor Sony 200ES - 17" 7 Monitor Sony 210GS - 17" 54 Monitor Dell 1 T 1 Monitor IBM 17" 3 Monitor Viewsonic 17" 6 Monitor IBM 21" 2 Monitor IBM 17" Flatscreens 4 Monitor Misc 17" on pallet 12 Fax Brother MFC4360 1 Printer HP 4500N 1 Printer Lexmark Optra 1855 1 Printer Lexmark Optra SE3455 2 Printer Lexmark Optra SC 1275 1 Printer/Copier Bell & Howell Copyscan 2 Printer - Color Laser HP 8500 1 Laptop IBM Thinkpad 1 Server Compaq Proliant PII 9 Server Compaq Storage Array(7Drives) 1 Server Compaq Proliant 6500 1 Server IBM Netfinity 5000 1 0 Drives Server IBM Netfinity 5000 5 2 Drives Server IBM Netfinity 5000 6 3 Drives Server IBM Netfinity 5000 20 4 Drives Server IBM Netfinity 5000 9 5 Drives Server IBM Netfinity 5500 2 Server IBM Netfinity 5600 2 3 Drives Server IBM Netfinity 5600 2 6 Drives Server IBM Netfinity 5600 1 4 Drives Server IBM SP2 5 A-2 Server IBM RS6000 4 Server IBM RS600OF50 4 Server IBM RS600OB50 14 Server IBM AS400E 5 Server IBM Netfinity Server HP Netserver 2 Tape Library IBM Magstar 3570 3 Tape Robot IBM 3575L24 1 Tape Library ADIC DLT700 2 UPS APC 6
SCHEDULE B LIST OF LEASED EQUIPMENT AND REAL PROPERTY TRANSFERRED All Property (Real or Personal) described and listed on the attachments to Schedule "B." PlanetRx.com, Inc. signs this Schedule B attached to his Bill of Sale this 22nd day of June, 2001. /s/ Paul E. Risner, Atty for ---------------------------- PlanetRx.com, Inc. All leasehold improvements, furniture, fixtures and equipment located in Suites 113 and 115, 6399 Shelby View Drive, Memphis, TN 38134 (except for the Nortel Telephone Switch, handsets and related equipment) as well as assignment of the Leases covering the referenced spaces. Exhibit 10.22 ASSIGNMENT OF LEASE This Agreement made and entered into this _____ day of ______________, 2001, by and between Planet Rx, Inc., a corporation organized under the laws of the state of Delaware, having its principal place of business at 6399 Shelby View, Suite 115, Memphis, Tennessee, hereinafter referred to as Assignor, and UITSG, LLC d/b/a Unicorp, having its principal place of business at __________________________________ hereinafter referred to as Assignee. WITNESSETH: WHEREAS, Assignor entered into a Lease Agreement described below for space within the Shelby Oaks Industrial Park, as Tenant therein, for a term of five (5) years commencing on November 24, 1999; and WHEREAS, Assignee desires to assume all rights, liabilities, and duties of Assignor as set forth within that Lease Agreement. NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00), cash in hand, each to the other paid, receipt of which is hereby acknowledged and the mutual covenants contained herein, the parties agree as follows: Assignor does hereby grant, convey, and assign to Assignee that Lease dated August 20, 1999, made and executed by Assignor and Belz Devco GP of Memphis, Tennessee, as Landlord, affecting premises described as follows: An Industrial space consisting of approximately 30,000 square feet within the Shelby Oaks Industrial Park subject to any and all obligations incurred thereunder by Assignor prior to the date for which Assignor and Assignee shall be jointly and severally liable. A copy of the Lease hereby assigned is attached hereto, the terms of which are incorporated by reference. Assignee shall have the Lease during all the remainder of the term and any renewals thereof, as provided therein, subject to the Landlord's rights therein. Neither this Assignment nor the acceptance of rent by Landlord from Assignee, pursuant to this Assignment, shall release, relieve, or in any manner modify the obligations of Assignor under the terms and conditions of the Lease Agreement. Assignee shall accept the foregoing Assignment and assume all liability and duty to perform all of the terms and conditions of the Lease on the part of the Assignor to be performed from and after July 1, 2001. Accordingly, Assignee shall pay the minimum rent, additional charges and all other payments and assessments as set forth in the Lease Agreement, and, additionally, shall perform all other terms and conditions to be performed by Tenant in accordance with the Lease Agreement from and after July 1, 2001. Assignee specifically assumes all rights, duties and liabilities of the Tenant therein from and after July 1, 2001. Landlord joins in this Assignment for the purpose of manifesting its consent thereto, but expressly reserves the right, to reject any subsequent attempt to assign this Lease Agreement. Landlord's consent is predicated upon Assignor's continuing liability under the terms of the Lease Agreement. This Assignment shall not operate to release Assignor from any of the obligations incurred thereunder, and Assignor shall continue to be liable for the faithful performance of all of the terms and conditions in that Lease Agreement dated August 20, 1999, should Assignee default in the performance of the terms, covenants, conditions and obligations (including the payment of rent and all other assessments). Assignee shall deposit with Landlord the sum of THIRTY THOUSAND AND 00/100 DOLLARS ($30,000.00) representing the Security Deposit simultaneously with Tenant's execution hereof. IN WITNESS whereof the parties have executed this Assignment the date first above written. ASSIGNOR: Planet Rx, Inc. By: --------------------------------------------- --------------------------------------------- Its: --------------------------------------------- ASSIGNEE: UITSG, LLC d/b/a Unicorp By: --------------------------------------------- --------------------------------------------- Its: --------------------------------------------- LANDLORD: Belz Devco GP By: --------------------------------------------- --------------------------------------------- Morris I. Thomas, Vice President By: --------------------------------------------- --------------------------------------------- Ronald A. Belz, President STATE OF _______________ COUNTY OF _______________ Before me, the undersigned, a Notary Public within and for said county and state, duly commissioned and qualified, personally appeared _____________________ with whom I am personally acquainted, and who, upon oath, acknowledged himself to the ___________________ of Planet Rx, Inc., the within named bargainor, a corporation, and that he as such _____________________, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by himself. WITNESS my hand and Notarial Seal at office this _____ day of ________________, 2001. -------------------------------------------------------- Notary Public My Commission Expires: ___________________ STATE OF _______________ COUNTY OF _______________ Before me, the undersigned, a Notary Public within and for said county and state, duly commissioned and qualified, personally appeared ________________________ with whom I am personally acquainted, and who, upon oath, acknowledged himself to the ___________________ of UITSG, LLC d/b/a Unicorp, the within named bargainor, a limited liability company, and that he as such __________________, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the limited liability company by himself. WITNESS my hand and Notarial Seal at office this _____ day of ______________, 2001 -------------------------------------------------------- Notary Public My Commission Expires: __________________ STATE OF TENNESSEE COUNTY OF SHELBY Before me, a Notary Public of the State and County aforesaid, personally appeared MORRIS I. THOMAS AND RONALD A. BELZ, VICE PRESIDENT AND PRESIDENT, respectively of URCO, INC., a Tennessee corporation, said corporation is the managing partner of BELZ INVESTCO GP, a Tennessee general partnership, the managing partner of BELZ DEVCO GP., a Tennessee general partnership, with whom I am personally acquainted, and who, upon oath acknowledged that they are the VICE PRESIDENT AND PRESIDENT, respectively, of URCO, INC., managing partner of BELZ INVESTCO GP, the managing partner of BELZ DEVCO GP, and that they as such VICE PRESIDENT AND PRESIDENT, respectively, executed the foregoing instrument for the purpose therein contained by signing the name of such partnerships by such corporation, by themselves as VICE PRESIDENT AND PRESIDENT, respectively, of such corporation. WITNESS my hand and Notarial Seal, at office in Memphis, Tennessee, this, the _____ day of _______________, 2001. --------------------------------------- Notary Public My Commission Expires: __________________ Exhibit 10.23 PLANETRX.COM LICENSING AGREEMENT THIS PLANETRX.COM LICENSING AGREEMENT (the "Agreement") is dated as of the 14 day of August, 2001, by and between REVELATION AMERICA INCORPORATED, a Delaware corporation ("Revelation"), with its principal place of business at 4466 Elvis Presley Boulevard, Suite 310, Memphis, Tennessee 38116 and PLANETRX.COM, INC., a Delaware corporation with its principal place of business at 6419 Shelby View Drive, Memphis, Tennessee 38134 ("PlanetRx"). WHEREAS, PlanetRx and Revelation desire to enter into a joint effort under a licensing arrangement to co-brand and market certain Revelation and PlanetRx products and services and pay PlanetRx.com a royalty from the sale of the Cash Cards (defined below); WHEREAS, Revelation intends to enter into a Co-Branded Debit Card Program Agreement (the "Program Agreement") with MERRICK BANK CORPORATION, a Utah industrial loan corporation ("Merrick Bank") for the issuance of debit cards which bear the logo of MasterCard and Western Union and have the functionality of a debit MasterCard (the "Cash Card"); and WHEREAS, PlanetRx has purchased from Fox Entertainment Group, Inc. ("Fox") and owns approximately $4.0 million in advertising which is unused (the "Advertising"). NOW, THEREFORE, in consideration of the mutual agreements and undertakings set forth herein, the receipt and sufficiency of which are hereby acknowledged, Revelation and PlanetRx agree as follows: 1. License. During the term of this Agreement and on the terms and conditions set forth herein, PlanetRx grants Revelation a non-assignable, non-exclusive, limited worldwide license to use and promote (i) the PlanetRx trademarks listed in Exhibit 1 (the "Trademarks"), and the PlanetRx products solely as approved in writing by PlanetRx in advance of any use. 2. Advertising. On the terms and conditions provided herein, PlanetRx hereby agrees to use not less than TWO Million Dollars ($2,000,000) of the advertising during the period ending December 31, 2001, for the benefit of Revelation to promote and advertise the Cash Cards and Revelation products, including without limitation, PlanetRx products associated with the Cash Card. PlanetRx.com will decide, in consultation with Revelation, whether to utilize the remaining two million dollars ($2,000,000) of the Advertising for the purpose of promoting and advertising the Cash Cards and Revelation products, including PlanetRx products associated with the Cash Card, all of which depend upon the results of the first tranche(s) of advertising utilized. PlanetRx will give Revelation thirty (30) days prior notice of its intention to utilize or not utilize the additional two million dollars ($2,000,000) of Advertising for this purpose. 3. Approval of Advertising; Toll Free Number. Revelation agrees to pay all expenses of one or more toll free numbers assigned to PlanetRx by Revelation (the "PlanetRx Numbers"). The PlanetRx Numbers will be displayed in the Advertising. Revelation represents and warrants that the PlanetRx Numbers (as modified or supplemented) will be exclusively assigned to PlanetRx for the sole use of PlanetRx in accordance with this Agreement for use throughout the United States during the term of this Agreement. The PlanetRx Numbers will be provided supplementally to and may be further supplemented by additional or modified numbers from time to time in the discretion of Revelation and with not less than ten (10) days prior notice to PlanetRx. Revelation represents and warrants that any PlanetRx Number which is discontinued for use by PlanetRx for any reason will not be used by Revelation. Each Fox Advertising spot will be subject to the review and approval in all respects by PlanetRx, MasterCard, Western Union, Merrick Bank and Revelation and will be subject to additional approval by Fox and will refer to PlanetRx and its website. Any other advertising that uses the PlanetRx trademark or promotes the PlanetRx products must be approved by PlanetRx. PlanetRx acknowledges that Revelation has no obligation to use the PlanetRx trademarks or to promote the PlanetRx products in marketing the Cash Cards under the Program Agreement other than through the Advertising. PlanetRx further acknowledges, by execution of this Agreement, that PlanetRx is a non-exclusive marketer of Revelation products or services and that Revelation or any other Person in competition with PlanetRx may solicit persons anywhere in the world directly or through any other Person in connection with any of Revelation's products or services, including the Cash Cards issued under the Program Agreement. PlanetRx will provide Revelation weekly (or more or less frequently at the reasonable request of Revelation and as provided by Fox) reports and invoices from Fox showing the cost of the Advertising used, remaining unused Advertising, times of Advertising used and future scheduled Advertising and other matters requested by Revelation. 4. PlanetRx Fees. For all Cash Cards that are issued and activated using the PlanetRx Numbers ("PlanetRx Activated Card"), Revelation will pay PlanetRx a one-time fee of $10 per PlanetRx Activated Card. Notwithstanding the foregoing, accumulated payments to PlanetRx will not exceed seventy-five percent (75%) of the Advertising used by Revelation (the "Maximum Amount"). Upon payment of the Maximum Amount, Revelation shall have no further obligation to make payments to PlanetRx in accordance with this Agreement. All fees payable to PlanetRx pursuant to this Section 4 will be paid to PlanetRx by Revelation within 2 business days following the day during which Revelation received the respective advertising fees from Merrick Bank and shall be paid pursuant to procedures to be mutually agreed upon by Revelation and PlanetRx. Unless provided for otherwise in this Agreement, a Cash Card shall not be considered a PlanetRx Activated Card unless the Cash Card holder activates the Cash Card using the PlanetRx Number, or from a "click-thru" from the PlanetRx website or an e-mail sent to the PlanetRx membership. Revelation will provide PlanetRx a periodic report showing activation using the PlanetRx Number. PlanetRx shall have the right to audit all records in the possession of Revelation, or any third-party on behalf of Revelation, pertaining to the sale of the cards, the revenue received from the sale of the cards, and the payments received from any third party. PlanetRx may exercise this right at any time during the term of the contract, and for a period of six (6 months after termination/expiration of the contract, by giving Revelation notice not less than two (2) days prior to the date of the audit. The audit shall be conducted during normal business hours in the offices of Revelation, in Memphis Tennessee, and Revelation shall gather all necessary records for the audit upon notice. 5. Term; Termination. This Agreement will be effective as of the date written above (the "Effective Date") and shall be for an initial term which shall begin on the Effective Date and shall end one (1) year thereafter (the "Term"), unless earlier terminated as follows: (a) Termination by PlanetRx. If Revelation breaches any term or condition of this Agreement prior to February 1, 2002, PlanetRx may terminate this Agreement by giving written notice of the reason for such termination, and the Agreement shall terminate without further liability upon thirty (30) days written notice to Revelation if, within that time, Revelation fails to cure the breach or default. The notice shall describe, with as much particularity as possible, the alleged breach. After February 1, 2002, PlanetRx may terminate this Agreement for any reason at any time in PlanetRx's sole and absolute discretion upon written notice to Revelation. (b) Termination by Revelation. Revelation may terminate this Agreement for any reason at anytime in Revelation's sole and absolute discretion upon written notice to PlanetRx. (c) Termination by PlanetRx, Based Upon Financial Results. PlanetRx may terminate this Agreement at any time after the first 60 days, if the revenue generated to PlanetRx is less than 20% of the advertising credits spent on this campaign. 6. Effect of Termination. Upon termination of this Agreement for any reason, other than for breach by PlanetRx, Revelation will continue the use of all PlanetRx Numbers and will continue to pay PlanetRx its fees for six (6) months after such termination. Upon termination of the Program Agreement, PlanetRx will discontinue use the Advertising on behalf this joint campaign. 7. Assignment, Transfer and Sublicensing Arrangements. This Agreement may not be transferred or assigned by PlanetRx or Revelation without the prior written consent of the other party. PlanetRx will not enter into any sublicensing or similar arrangements with respect to this Agreement. 8. Representations; Indemnity. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement, and the transactions contemplated hereby, will not violate any provision of law applicable to each party, or result in the breach of or otherwise constitute a default under any material contract, agreement or other instrument to which either party is bound. PlanetRx further represents that it owns the Trademarks, and that the use of such Trademark will not infringe on the rights of any person. PlanetRx will indemnify, hold harmless and defend Revelation from and against any and all costs, liabilities, obligations, demands, claims, actions, suits, disbursements, losses, expenses, damages, penalties, fines, or forfeitures, threatened or actual, and legal fees and related costs, judgments and other costs and expenses which may be imposed on, incurred by or asserted against Revelation relating to or based upon a breach of any representation, warranty or obligation of PlanetRx under this Agreement or an infringement by Revelation of the rights of any persons trademarks or rights through the use of the Trademark in accordance with the terms of this Agreement. Revelation will indemnify, hold harmless and defend PlanetRx from and against any and all costs, liabilities, obligations, demands, claims, actions, suits, disbursements, losses, expenses, damages, penalties, fines, or forfeitures, threatened or actual, and legal fees and related costs, judgments and other costs and expenses which may be imposed on, incurred by or asserted against PlanetRx relating to or based upon a breach of any representation, warranty or obligation of Revelation under this Agreement. 9. Notices. All notices shall be in writing to the following addresses (or to such other address as Revelation or PlanetRx may hereinafter furnish to each other in writing pursuant to this Section 9): If to Revelation: REVELATION AMERICA INCORPORATED 4466 Elvis Presley Boulevard, Suite 310 Memphis, Tennessee 38116 Attention: John Miller, President and Chief Executive Officer If to PlanetRx: PLANETRX.COM, INC. 6419 Shelby View Drive Memphis, Tennessee 38134 Attention: Paul E. Risner Sr. Vice-President and General Counsel Or to such other address as any party, by notice to the other, may designate from time to time. All such notices and communications if addressed and delivered as provided above shall be deemed to have been duly given and received according to the following: (i) at the time delivered by hand, if personally delivered; (ii) 3 business days after being deposited in the U.S. first class mail, postage prepaid, if mailed; (iii) when answered back, if telexed; (iv) when receipt is acknowledged or confirmed, if telecopied; and (v) the next business day after timely delivery to the courier, if sent by commercial courier guaranteeing next day delivery with delivery charges prepaid. 10. Relationship of Parties. This Agreement will be considered a contractual relationship between Revelation and PlanetRx and will not result in the creation of a joint venture, general partnership or any similar form of organization or agency relationship. The parties may but are not obligated to enter into a strategic alliance for the marketing and sale of other products. 11. Public Relations; Confidentiality. Revelation and PlanetRx will notify each other immediately of any public relations consequences arising from this solicitation by PlanetRx or Revelation (such as inquiries from the media, consumers, or governmental bodies). Neither party will release any public relations statements relating to the Program Agreement and the relationship created under this Agreement without the prior written consent of the other party. 12. Survival. The rights and obligations of Revelation and PlanetRx will not survive the termination of this Agreement unless otherwise set forth herein. Notwithstanding the foregoing, the rights and obligations of Revelation and PlanetRx set forth in Sections 4, 8, and 11 of this Agreement shall survive the termination of this Agreement. 13. Conditional Agreement. Revelation's obligation to consummate the transactions contemplated under this Agreement is subject to the execution of the Program Agreement by Merrick Bank and Revelation. 14. Arbitration and Jurisdiction. If any controversy or claim arising out of or relating to this Agreement or any related agreement shall not be resolved in 30 days, then any claim, controversy or dispute, relating to the enforcement, nonenforcement, interpretation, performance or breach of any provision of this Agreement, whether sounding in contract, statute, tort, fraud, misrepresentation or other legal theory, between the parties shall be settled exclusively by arbitration in Memphis, Tennessee, pursuant to the Commercial Rules of the American Arbitration Association (the "Rules") in effect at the time any arbitration proceeding is commenced, which Rules are hereby incorporated by reference hereto and made a part of this Agreement. The arbitration award, including any equitable relief, shall be final and binding on the parties hereto and judgment upon such arbitration award may be entered in any court having jurisdiction. The parties hereby recognize and expressly consent to the jurisdiction over each of them by the American Arbitration Association or its successors. The parties may, without inconsistency with this agreement to arbitrate, seek from a court any provisional remedy that may be necessary in order to protect any of its rights or property pending the establishment of the arbitration panel or its determination of the merits of the controversy. The Federal Arbitration Act, 9 U.S.C. Sects. 1-15, not state law, shall govern the arbitrability of all claims. A single arbitrator selected by Revelation engaged in the practice of law shall conduct the arbitration under the then current Rules. The prevailing party, as determined by the arbitrator, shall be entitled to an award of reasonable attorneys' fees and costs. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall become effective as of the date specified in the opening paragraph, upon the execution by Revelation and PlanetRx of at least one counterpart hereof, and it shall not be necessary that any single counterpart bear the signatures of all parties. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents. 16. Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held in any jurisdiction invalid, illegal or unenforceable for any reason, this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provisions of this Agreement, and any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders unenforceable any provision hereof. 17. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of Revelation and PlanetRx and their respective successors and permissible assigns. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 19. Brokerage and Consultant Commission. None of the Parties to this Agreement has had any contracts, communications or dealings regarding the subject matter of the transactions contemplated herein with any finder, agent or broker, whether or not licensed as such. 20. Miscellaneous. The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Agreement. This Agreement and the exhibits hereto, set forth the entire understanding of the parties, and supersedes all other prior or contemporaneous representations, agreements and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. IN WITNESS WHEREOF, the parties have hereunto set their hands in execution of this Agreement as of the date first written above. REVELATION AMERICA INCORPORATED By: /s/ John C. Miller ------------------------------------- Name: John C. Miller Title: President & CEO PLANETRX.COM, INC. By: /s/ Paul E. Risner ------------------------------------- Name: Paul E. Risner Title: Sr. VP & General Counsel EXHIBIT 1 Toll Free Telephone Number 1 (____) ____-______ Exhibit 10.24 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name ACNE.COM ("Domain Name"), registered by PlanetRx.com , a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Name to Guthy-Renker Corporation a legal entity of Santa Monica, CA US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 15, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $200,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Domain Name Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. 1 h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Domain Name Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 2 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to 3 withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx.com By: /s/ John McAlpin ----------------------------------------------------- Name: John McAlpin Title: President & COO Customer: Guthy-Renker Corporation By: /s/ B. Van de Bant ----------------------------------------------------- Name: B. Van de Bant Title: EVP/Corporate Secretary GREATDOMAINS.COM, Inc., a VeriSign company By: /s/ Irene Ing ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow Exhibit 10.25 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name ARTHRITIS.COM ("Domain Name"), registered by PlanetRx , a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Name to Pharmacia Corp, a legal entity of Chicago, IL US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 21, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $250,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Domain Name Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, 1 including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Domain Name Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. 2 GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, 3 GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx By: /s/ John McAlpin ----------------------------------------------------- Name: John McAlpin Title: President & COO Customer: Pharmacia Corp By: /s/ Cynthia B. Summerfield ----------------------------------------------------- Name: Cynthia B. Summerfield Title: Associate General Counsel GREATDOMAINS.COM, Inc., a VeriSign company By: ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4 Exhibit 10.26 DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE THIS DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE (this "Agreement") dated as of the 2nd day of April, 2001 (the "Effective Date") is between PlanetRx.com, Inc., a Delaware corporation with its principal place of business located at 6399 Shelby View Drive, Suite 122, Memphis, Tennessee 38134 ("Registrant"), and Ortho Biotech Products L.P., a New Jersey partnership, with its principal place of business at 700 Route 202 South, Raritan, NJ 08869 ("Purchaser"). Recitals of Fact WHEREAS, Registrant and Network Solutions, Inc. ("Network Solutions") have entered into a Domain Name Registration Agreement for the registration of the domain name www.cancer.com (the "Domain Name") located on the World Wide Web and Registrant has registered the Domain Name with Network Solutions; and WHEREAS, Registrant desires to sell, transfer, grant, convey, assign, and relinquish any and all rights, title and interest in the Domain Name, including all associated intellectual property rights in the Domain Name, if any, to Purchaser and Purchaser desires to obtain full right, title and interest in the Domain name, including any associated intellectual property rights in the Domain Name from Registrant; NOW, THEREFORE, in consideration of the premises above, the mutual covenants and agreements set forth herein, Registrant and Purchaser, intending to be legally bound, hereby agree as follows: SECTION 1 CONVEYANCE OF RIGHTS 1.1 Conveyance of Rights. Upon the satisfaction of all of the conditions and obligations for the closing of the transaction contemplated hereby as such conditions and obligations are described in Section 2.1 herein, Registrant sells, transfers, grants, conveys, assigns, and relinquishes to Purchaser all right, title and interest in and to the Domain Name on an "As Is" basis, except for those representations and warranties, if any, contained in this Agreement. 1.2 Transfer of Domain Name. On the Effective Date and from time to time as reasonably requested by Purchaser, Registrant shall fully cooperate with Purchaser to transfer the Domain Name to Purchaser on-line through the Network Solutions Web site located on the World Wide Web at www.networksolutions.com and/or in writing, at Registrant's sole discretion, which shall include the providing of any information and the completion of any forms/documents required from Registrant, as the current registered holder of the Domain Name, in connection with the transfer of the Domain Name. Purchaser shall be responsible for completing any and all requirements necessary to transfer the Domain Name to a new registrant and for providing all information required by Network Solutions to transfer the Domain Name to a new registrant, including, but not limited to, the administrative contact, technical contact, zone contact, and billing contact. Purchaser shall be also responsible for its own registration fees and the completion and submission of a servicing agreement with Network Solutions in connection with the transfer of the Domain Name. 1.3 Acknowledgement of Rights. In furtherance of this Agreement, Registrant hereby acknowledges that, upon the satisfaction of all of the conditions and obligations for closing the transaction contemplated hereby as such conditions and obligations are described in Section 2.1 herein, (A) Purchaser has succeeded to all of Registrant's right, title and interest to: (i) receive all rights and benefits pertaining to the Domain Name; (ii) institute and prosecute all suits and proceedings and take all actions that Purchaser, in its sole discretion, may deem necessary or proper to collect, assert or enforce any claim, right or title of any kind in and to the Domain Name; and (iii) defend and compromise any and all such actions, suits or proceedings relating to such transferred and assigned rights, title, interest, and benefits, and do all other such acts and things in relation thereto as Purchaser, in its sole discretion, deems advisable. (B) Registrant shall discontinue use of the link which currently exists between www.Nursing.com to www.PlanetRx.com unless other arrangements between the parties are agreed upon. SECTION 2 PAYMENT AND CLOSING 2.1 Purchase Price: Conditions to Closing. The purchase price for the Domain Name shall be Eight Hundred Thousand Dollars ($800,000.00) (the "Purchase Money"), and, as a condition to closing the transaction contemplated herein, such Purchase Money shall be wired by the Purchaser on the Closing Date herein to using the wiring instructions as shown on Exhibit A attached hereto. A deposit of ten-percent (10%) of the Purchase Price shall be paid to the Registrant with the execution of this Agreement by wire-transfer as soon as is practicable, but no later than April 4, 2001. The date of the payment of this deposit shall be the Effective Date. The Closing Date for payment of the balance of the Purchase Price shall be not later than the sixth (6th) business day following the payment of the Deposit. After payment of the Deposit, Purchaser shall have five (5) business days to conduct reasonable due diligence, and thereafter shall close as provided herein, or if reasonable grounds exist, terminate this Agreement. 2.2 Closing. Within two (2) business days of the satisfaction of the conditions to closing contained in Section 2.1 above and receipt of the funds by Registrant, Registrant shall deliver a properly completed, executed and notarized Registrant Name Change Agreement ("RNCA") (as provided and required by Networks Solutions), with such RNCA completed only 2 as to those portions required to be completed by Registrant (as the current holder of the Domain Name) to Purchaser for the purpose of transferring the Domain Name. In addition, Registrant shall complete any other documents, which shall be reasonably required in connection with the transfer and registration of the Domain Name. Purchaser shall be responsible for any and all additional steps necessary to complete the transfer of the Domain Name, which shall include, but are not limited to, the payment of its own registration fees and the completion and submission of any servicing agreement necessary in connection with the transfer of the Domain Name. 2.3 Further Assurances. Notwithstanding the fact that the Purchase Money may be delivered to Registrant by Purchaser (as required by Section 2.1 herein), Registrant agrees to execute and deliver, from time to time after the Effective Date hereof, upon the request of Purchaser, such further conveyance instruments, and take such further actions, as may be reasonably necessary or desirable to evidence more fully the transfer of ownership of the Domain Name to Purchaser. Registrant therefore agrees after the Effective Date hereof to: (i) execute, acknowledge and deliver any affidavits or documents, in writing or electronic form, of assignment, transfer and conveyance regarding the Domain Name; (ii) at Purchaser's cost, provide testimony in connection with any proceeding affecting the right, title, interest, or benefit of Purchaser in and to the Domain Name; and (iii) at Purchaser's cost, Perform any other acts reasonably necessary to carry out the intent of this Agreement. Nothing in this Section 2.3 or in this Agreement (i) requires any other action by the Registrant other than Registrant's execution of this Agreement in order for the Purchase Money to be delivered to the Registrant; and (ii) shall give Purchaser any right to or title in the Domain Name before the satisfaction of all of the conditions and obligations for closing the transaction contemplated hereby as such conditions and obligations are described in Section 2.1 herein. SECTION 3 REGISTRANT'S REPRESENTATIONS AND WARRANTIES Registrant hereby represents and warrants that, as of the Effective Date, and without inquiry or investigation: (1) to the best of Registrant's actual knowledge, Purchaser shall receive complete and exclusive right, title and interest in and to all tangible and intangible property rights existing in the Domain Name; (2) to the best of Registrant's actual knowledge, the Domain Name is free and clear of all liens, claims, encumbrances, rights, or equities, now or pending, whatsoever of any third party; (3) to the best of Registrant's actual knowledge, there is no pending, threatened or actual legal dispute, legal or non-legal controversy, alternative dispute resolution mechanism, including mediation or arbitration, or any other disagreement relating to or concerning the Domain Name; (4) Registrant's name currently and accurately appears on Network Solutions' registration records for the Domain Name; (5) all fees due Network Solutions relating to the Domain Name have been and are paid in full; and (6) Registrant has full authority to execute this Agreement. 3 SECTION 4 LIMITATION OF LIABILITY The liability as a result of, or in respect of, or arising out of any breach of any covenant, representation or warranty made by either party shall not exceed Eight Hundred Thousand Dollars ($800,000.00). SECTION 5 MISCELLANEOUS 5.1 This Agreement shall inure to the benefit of, and be binding upon, the parties hereto together with their respective legal representatives, successors, and assigns. 5.2 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee, and the exclusive venue for any actions or disputes brought under or pursuant to this Agreement shall be Memphis, Tennessee. 5.3 This Agreement supersedes all prior and contemporaneous agreements, assurances, representations, and communications between or among the parties hereto concerning the matters set forth herein. 5.4 Registrant, together with its officers, directors, employees, contractors, attorneys, accountants and all others under its control, shall not, without prior written approval of Purchaser or unless otherwise required by law, publish or otherwise disclose to any others the terms of this Agreement, or that Purchaser or any of its subsidiary organizations are the buyer of the Domain Name. In addition, Registrant shall carefully restrict access to this information to only those professional advisors who have a need to know this information. Registrant may disclose this information if required by any judicial or governmental request, requirement or order, provided that it takes reasonable steps to give Purchaser sufficient prior notice of that request to contest that request, requirement or order. Registrant understands and acknowledges that any disclosure or misappropriation of the terms of this Agreement and the identity of Purchaser or any of its subsidiaries as the buyer of the Domain Name may cause irreparable harm, the amount of which may be difficult to ascertain and, therefore, Purchaser shall have the right to apply to a court of competent jurisdiction for an order restraining any further disclosure or misappropriation, and for such other relief as Purchaser shall deem appropriate. This right for injunctive relief shall be in addition to the remedies otherwise available to Purchaser at law or in equity. 5.5 All fees charged under this Agreement by Registrant shall be inclusive of any sales, use, import or export, excise, value added, withholding or similar tax. Registrant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to this Agreement. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above. REGISTRANT: PlanetRx.com, Inc. By: /s/ Paul E. Risner -------------------------------------- Paul Risner, Sr. VP & General Counsel PURCHASER: Ortho Biotech Products, L.P. By: /s/ Liz Barrett Scull -------------------------------------- Liz Barrett Scull for Ortho Biotech Products, L.P. By Ortho Biotech Inc., its General Partner EXHIBIT A Wire Transfer Instructions Bank Account number: 1499306739 Bank Routing (ABA) Number:ABA#121000358 Account Name: PlanetRx.com Bank of America Contact: Jeffrey Douglass Contact phone number: 415-622-0377 Exhibit 10.27 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name CHOLESTEROL.COM ("Domain Name"), registered by PlanetRx.com , a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Name to Johnson & Johnson, a legal entity of New Brunswick, NJ US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 16, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $90,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Registrant Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, 1 including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, consisting of, without limitation, the User Agreement, Registrant Dispute, the Privacy Policy, which Customer acknowledges are incorporated herein by reference and are attached hereto as Exhibit A. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 2 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to 3 withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. a. Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. b. This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. c. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. d. The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. e. This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. f. Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx.com By: /s/ Paul E. Risner ----------------------------------------------------- Name: Paul E. Risner Title: Sr.VP & Gen. Counsel Customer: Johnson & Johnson By: /s/ Richard F. Biribauer ----------------------------------------------------- Name: Richard F. Biribauer Title: Assistant Secretary, Attorney GREATDOMAINS.COM, Inc., a VeriSign company By: ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4 Exhibit 10.28 INTERNET DOMAIN NAMES TRANSFER & ESCROW AGREEMENT This Internet Domain Names Transfer & Escrow Agreement ("Agreement") pertains to the Internet Domain Names DIABETES.COM and DEPRESSION.COM (two Domain Names) ("Domain Names"), registered by PlanetRx_ , a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Names to SmithKline Beecham, a legal entity of Philadelphia, PA US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 12, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Names. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Names. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Names upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $400,000.00 as the total transfer price for the Domain Names ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Names and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Names as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Names. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Names, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Names made by Registrant in connection with the Domain Names and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Domain Names Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Names. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Names, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Names or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Names or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Names. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Names are current and shall remain so until final transfer of the Domain Names under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Names to any other person or entity, or granted any right with respect to the Domain Names to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. 1 g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Names for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Names and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Names and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Domain Names Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Names in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Names and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information 2 or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Names. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Names; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Names, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Names and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Names are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAMES AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAMES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAMES OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Names registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Names from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the 3 Domain Names registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx By: /s/ Paul E. Risner ----------------------------------------------------- Name: John McAlpin Title: President & COO by: Paul E. Risner VP/General Counsel ----------------------------------------------------- Customer: SmithKline Beecham By: /s/ David Stout ----------------------------------------------------- Name: D. Stout Title: President GREATDOMAINS.COM, Inc., a VeriSign company By: /s/ Irene Ing ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4 Exhibit 10.29 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name EPILEPSY.COM ("Domain Name"), registered by PlanetRx.com, a legal entity of Memphis, Tennessee, US ("Registrant"), who is interested in transferring the Domain Name to F.A.C.E.S., a legal entity of New York, New York, US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 5, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $60,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Domain Name Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, 1 including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Domain Name Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. 2 GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, 3 GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx By: /s/ John McAlpin ----------------------------------------------------- Name: John McAlpin Title: President Customer: F.A.C.E.S. By: /s/ Donna Clovis ----------------------------------------------------- Name: Donna Clovis Title: President GREATDOMAINS.COM, Inc., a VeriSign company By: ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4 Exhibit 10.30 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name IMPOTENCE.COM ("Domain Name"), registered by PlanetRx.com, a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Name to Simstar Internet Solutions, a legal entity of Princeton, NJ US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of May 2, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $50,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Registrant Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, 1 including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. i. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. 2 GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, 3 GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx By: /s/ Paul E. Risner ----------------------------------------------------- Name: Paul Risner Title: Sr. V.P. and General Counsel Customer: Simstar Internet Solutions By: ----------------------------------------------------- Name: Douglas H. Kato Title: V.P. Finance 4 GREATDOMAINS.COM, Inc., a VeriSign company By: ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 5 Exhibit 10.31 INTERNET DOMAIN NAMES TRANSFER & ESCROW AGREEMENT This Internet Domain Names Transfer & Escrow Agreement ("Agreement") pertains to the Internet Domain Names INFERTILITY.COM, FERTILITY.COM, and ALZHEIMERS.COM (three Domain Names) ("Domain Names"), registered by PlanetRx.com, Inc., a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Names to Serono, Inc., a legal entity of Norwell, MA US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 15, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Names. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Names. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Names upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $300,000.00 as the total transfer price for the Domain Names ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Names and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Names as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Names. Registrant will not itself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Names, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Names made by Registrant in connection with the Domain Names and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, the GreatDomains Registrant Dispute Policy, and the GreatDomains Privacy Policy. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Names. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Names, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Names or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Names or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Names. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Names are current and shall remain so until final transfer of the Domain Names under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Names to any other person or entity, or granted any right with respect to the Domain Names to any other person or entity. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Names for any unlawful purpose, including, but not limited to, unfair competition. 1 i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Names and to assume the rights and obligations arising hereby; k. Registrant is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Names and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Domain Names Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. To the best of Customer's knowledge and information, the execution and performance of the transaction contemplated under this Agreement, by Customer, does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. c. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and d. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. e. Customer will not, and has no intent to, use the Domain Names in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. f. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. g. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Names and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement attached hereto and the Trademark Assignment attached hereto as Exhibit C (the "Trademark Assignment") and all other 2 instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Names. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Names; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. GreatDomains shall not disclose the price paid by Customer for the Domain Names. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Names, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Names and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Names are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAMES AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAMES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAMES OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Names registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Names from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Names registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties, and deliver to Customer the original Trademark Assignment. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against 3 such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within sixty (60) days of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees set forth in the Escrow Instructions owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others until final transfer to Customer named herein has been confirmed by the public Whols. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx.com, Inc. By: /s/ Paul E. Risner ----------------------------------------------------- Name: Paul E. Risner Title: Sr. VP Customer: Serono, Inc. By: /s/ Thomas Lang ----------------------------------------------------- Name: Thomas Lang Title: President GREATDOMAINS.COM, Inc., a VeriSign company By: /s/ Irene Ing ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4 Exhibit 10.32 DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE THIS DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE (this "Agreement") dated as of the 14th day of March, 2001 (the "Effective Date") is between PlanetRx.com, Inc., a Delaware corporation with its principal place of business located at 6399 Shelby View Drive, Suite 122, Memphis, Tennessee 38134 ("Registrant"), and U.S. Nursing Corporation, a Colorado corporation, with its principal place of business at 3888 E. Mexican Avenue, Suite 120, Denver, Colorado 80210 ("Purchaser"). Recitals of Fact WHEREAS, Registrant and Network Solutions, Inc. ("Network Solutions") have entered into a Domain Name Registration Agreement for the registration of the domain name www.nursing.com (the "Domain Name") located on the World Wide Web and Registrant has registered the Domain Name with Network Solutions; and WHEREAS, Registrant desires to sell, transfer, grant, convey, assign, and relinquish any and all rights, title and interest in the Domain Name, including all associated intellectual property rights in the Domain Name, if any, to Purchaser and Purchaser desires to obtain full right, title and interest in the Domain name, including any associated intellectual property rights in the Domain Name from Registrant; NOW, THEREFORE, in consideration of the premises above, the mutual covenants and agreements set forth herein, Registrant and Purchaser, intending to be legally bound, hereby agree as follows: SECTION 1 CONVEYANCE OF RIGHTS 1.1 Conveyance of Rights. Upon the satisfaction of all of the conditions and obligations for the closing of the transaction contemplated hereby as such conditions and obligations are described in Section 2.1 herein, Registrant sells, transfers, grants, conveys, assigns, and relinquishes to Purchaser all right, title and interest in and to the Domain Name on an "As Is" basis, except for those representations and warranties, if any, contained in this Agreement. 1.2 Transfer of Domain Name. On the Effective Date and from time to time as reasonably requested by Purchaser, Registrant shall fully cooperate with Purchaser to transfer the Domain Name to Purchaser on-line through the Network Solutions Web site located on the World Wide Web at www.networksolutions.com and/or in writing, at Registrant's sole discretion, which shall include the providing of any information and the completion of any forms/documents required from Registrant, as the current registered holder of the Domain Name, in connection with the transfer of the Domain Name. Purchaser shall be responsible for completing any and all requirements necessary to transfer the Domain Name to a new registrant and for providing all information required by Network Solutions to transfer the Domain Name to a new registrant, including, but not limited to, the administrative contact, technical contact, zone contact, and billing contact. Purchaser shall be also responsible for its own registration fees and the completion and submission of a servicing agreement with Network Solutions in connection with the transfer of the Domain Name. 1.3 Acknowledgement of Rights. In furtherance of this Agreement, Registrant hereby acknowledges that, upon the satisfaction of all of the conditions and obligations for closing the transaction contemplated hereby as such conditions and obligations are described in Section 2.1 herein, (A) Purchaser has succeeded to all of Registrant's right, title and interest to: (i) receive all rights and benefits pertaining to the Domain Name; (ii) institute and prosecute all suits and proceedings and take all actions that Purchaser, in its sole discretion, may deem necessary or proper to collect, assert or enforce any claim, right or title of any kind in and to the Domain Name; and (iii) defend and compromise any and all such actions, suits or proceedings relating to such transferred and assigned rights, title, interest, and benefits, and do all other such acts and things in relation thereto as Purchaser, in its sole discretion, deems advisable. (B) Registrant shall discontinue use of the link which currently exists between www.Nursing.com to www.PlanetRx.com unless other arrangements between the parties are agreed upon. SECTION 2 PAYMENT AND CLOSING 2.1 Purchase Price: Conditions to Closing. The purchase price for the Domain Name shall be One Hundred Thousand Dollars ($100,000.00) (the "Purchase Money"), and, as a condition to closing the transaction contemplated herein, such Purchase Money shall be wired by the Purchaser on the Effective Date herein to Baker, Donelson, Bearman & Caldwell, P.C. using the wiring instructions as shown on Exhibit A attached hereto. 2.2 Closing. Within two (2) business days of the satisfaction of the conditions to closing contained in Section 2.1 above, Registrant shall deliver a properly completed, executed and notarized Registrant Name Change Agreement ("RNCA") (as provided and required by Networks Solutions), with such RNCA completed only as to those portions required to be completed by Registrant (as the current holder of the Domain Name) to Purchaser for the purpose of transferring the Domain Name. In addition, Registrant shall complete any other documents which shall be reasonably required in connection with the transfer and registration of the Domain Name. Purchaser shall be responsible for any and all additional steps necessary to complete the transfer of the Domain Name, which shall include, but are not limited to, the payment of its own registration fees and the completion and submission of any servicing agreement necessary in connection with the transfer of the Domain Name. 2 2.3 Further Assurances. Notwithstanding the fact that the Purchase Money may be delivered to Registrant by Baker, Donelson, Bearman & Caldwell, P.C. immediately after the wiring of such Purchase Money to Baker, Donelson, Bearman & Caldwell, P.C. by Purchaser (as required by Section 2.1 herein), Registrant agrees to execute and deliver, from time to time after the Effective Date hereof, upon the request of Purchaser, such further conveyance instruments, and take such further actions, as may be reasonably necessary or desirable to evidence more fully the transfer of ownership of the Domain Name to Purchaser. Registrant therefore agrees after the Effective Date hereof to: (i) execute, acknowledge and deliver any affidavits or documents, in writing or electronic form, of assignment, transfer and conveyance regarding the Domain Name; (ii) at Purchaser's cost, provide testimony in connection with any proceeding affecting the right, title, interest, or benefit of Purchaser in and to the Domain Name; and (iii) at Purchaser's cost, Perform any other acts reasonably necessary to carry out the intent of this Agreement. Nothing in this Section 2.3 or in this Agreement (i) requires any other action by the Registrant or Baker, Donelson, Bearman & Caldwell, P.C. other than Registrant's execution of this Agreement in order for the Purchase Money to be delivered to the Registrant by Baker, Donelson, Bearman & Caldwell, P.C.; and (ii) shall give Purchaser any right to or title in the Domain Name before the satisfaction of all of the conditions and obligations for closing the transaction contemplated hereby as such conditions and obligations are described in Section 2.1 herein. SECTION 3 REGISTRANT'S REPRESENTATIONS AND WARRANTIES Registrant hereby represents and warrants that, as of the Effective Date, and without inquiry or investigation: (1) to the best of Registrant's actual knowledge, Purchaser shall receive complete and exclusive right, title and interest in and to all tangible and intangible property rights existing in the Domain Name; (2) to the best of Registrant's actual knowledge, the Domain Name is free and clear of all liens, claims, encumbrances, rights, or equities, now or pending, whatsoever of any third party; (3) to the best of Registrant's actual knowledge, there is no pending, threatened or actual legal dispute, legal or non-legal controversy, alternative dispute resolution mechanism, including mediation or arbitration, or any other disagreement relating to or concerning the Domain Name; (4) Registrant's name currently and accurately appears on Network Solutions' registration records for the Domain Name; (5) all fees due Network Solutions relating to the Domain Name have been and are paid in full; and (6) Registrant has full authority to execute this Agreement. 3 SECTION 4 LIMITATION OF LIABILITY The liability as a result of, or in respect of, or arising out of any breach of any covenant, representation or warranty made by either party shall not exceed One Hundred Thousand Dollars ($100,000.00). SECTION 5 MISCELLANEOUS 5.1 This Agreement shall inure to the benefit of, and be binding upon, the parties hereto together with their respective legal representatives, successors, and assigns. 5.2 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee, and the exclusive venue for any actions or disputes brought under or pursuant to this Agreement shall be Memphis, Tennessee. 5.3 This Agreement supersedes all prior and contemporaneous agreements, assurances, representations, and communications between or among the parties hereto concerning the matters set forth herein. 5.4 Registrant, together with its officers, directors, employees, contractors, attorneys, accountants and all others under its control, shall not, without prior written approval of Purchaser or unless otherwise required by law, publish or otherwise disclose to any others the terms of this Agreement, or that Purchaser or any of its subsidiary organizations are the buyer of the Domain Name. In addition, Registrant shall carefully restrict access to this information to only those professional advisors who have a need to know this information. Registrant may disclose this information if required by any judicial or governmental request, requirement or order, provided that it takes reasonable steps to give Purchaser sufficient prior notice of that request to contest that request, requirement or order. Registrant understands and acknowledges that any disclosure or misappropriation of the terms of this Agreement and the identity of Purchaser or any of its subsidiaries as the buyer of the Domain Name may cause irreparable harm, the amount of which may be difficult to ascertain and, therefore, Purchaser shall have the right to apply to a court of competent jurisdiction for an order restraining any further disclosure or misappropriation, and for such other relief as Purchaser shall deem appropriate. This right for injunctive relief shall be in addition to the remedies otherwise available to Purchaser at law or in equity. 5.5 All fees charged under this Agreement by Registrant shall be inclusive of any sales, use, import or export, excise, value added, withholding or similar tax. Registrant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to this Agreement. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above. REGISTRANT: PlanetRx.com, Inc. By: /s/ John McAlpin ----------------------------------- John McAlpin President & Chief Operating Officer PURCHASER: U.S. Nursing Corporation By: /s/ Gregory L. Mikkelsen ----------------------------------- Gregory L. Mikkelsen, Chief Operating Officer 5 EXHIBIT A Wire Transfer Instructions First Tennessee Bank Baker, Donelson, Bearman & Caldwell Trust Account ABA No. 084000026 Trust Account # 00-0105015 Client No.: 789281-00010 6 Exhibit 10.33 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name OBESITY.COM ("Domain Name"), registered by PlanetRx.com, a legal entity of Memphis, Tennessee, US ("Registrant"), who is interested in transferring the Domain Name to JOHNSON & JOHNSON, a legal entity of New Brunswick, New Jersey, US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 14, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $75,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Registrant Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, 1 including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, consisting of, without limitation, the User Agreement, Registrant Dispute Policy, the Privacy Policy, which Customer acknowledges are incorporated herein by reference and are attached hereto as Exhibit A. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other 2 instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 3 8. General. a. Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. b. This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. c. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. d. The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. e. This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. f. Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx.com By: /s/ Paul E. Risner ----------------------------------------------------- Name: Paul E. Risner Title: Sr. VP & General Counsel Customer: JOHNSON & JOHNSON By: /s/ Richard F. Biribauer ----------------------------------------------------- Name: Richard F. Biribauer Title: Assistant Secretary GREATDOMAINS.COM, Inc., a VeriSign company By: ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4 Exhibit 10.34 INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT This Internet Domain Name Transfer & Escrow Agreement ("Agreement") pertains to the Internet domain name PHYSICIANS.COM ("Domain Name"), registered by PlanetRx , a legal entity of Memphis, TN US ("Registrant"), who is interested in transferring the Domain Name to Richard Gabriel, an individual of Pine Brook, NJ US ("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign corporation registered under the laws of the state of Delaware ("GreatDomains"), to be effective as of March 30, 2001 ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions for the transfer from Registrant to Customer of the Domain Name. It is agreed and understood that GreatDomains shall be deemed to be a party to this Agreement for the purpose of sections 4; 5; 6; 7; and 8 only. 1. Transfer of Domain Name. Registrant agrees to transfer to Customer all of Registrant's right and interest in, to and associated with the Domain Name upon the terms and conditions set forth in this Agreement. 2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents, the amount of $100,000.00 as the total transfer price for the Domain Name ("Transfer Price"). Customer and Registrant agree that payment and transfer of the Transfer Price shall be performed according to the instructions and procedures set forth in the Escrow provisions set forth below. Customer and Registrant agree to cooperate, to take all steps and execute any documents deemed necessary to affect the transfer of the Domain Name and to otherwise achieve the goals contemplated by this Agreement. 3. No Competition. Registrant shall make no further use of the Domain Name as of the Effective Date, nor shall Registrant challenge, interfere, solicit, encourage or assist others to challenge or otherwise interfere with Customer's interest, right or use of the Domain Name. Registrant will not himself, or enable or allow another to, take any action or refrain from any action or otherwise support any claim that may detrimentally affect the registrability, validity of or commercial value associated with the Domain Name, including the goodwill associated therewith. 4. Representations and Warranties. Registrant represents, warrants and reaffirms those certain representations and warranties pertaining to the Domain Name made by Registrant in connection with the Domain Name and those other services provided to Registrant by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right to Transfer Agreement, forms of which may be accessible on the GreatDomains web site, the GreatDomains Registrant Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site (Registrant and Customer understand that the agreements actually executed by the other parties with GreatDomains may differ substantially from those form documents provided on the GreatDomains web site),. Registrant further represents, warrants and covenants as follows: a. Registrant shall deliver under this agreement free and clear right and interest to the Domain Name. b. Registrant has not entered, used or otherwise provided any false or inaccurate information in the listing information (that was completed as part of the GreatDomains Registrant Listing and Right to Transfer Agreement), which Registrant acknowledges forms an integral part of this Agreement. c. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance. d. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement. e. No fees are owing to the registrar of the Registrant Domain Name or to any other government agency or other entity or party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement. f. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity, that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement. g. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, 1 including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. h. Registrant is not seeking, and has not sought to use or sell the Domain Name for any unlawful purpose, including, but not limited to, unfair competition. i. Registrant, and Registrant's activities, does not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. j. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby; k. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein. l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. m. Registrant acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Registrant and Customer, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. Customer represents, warrants and reaffirms those certain representations and warranties made by Customer in connection with the services provided to Customer by GreatDomains, including, without limitation, the GreatDomains Use and Access Agreement, GreatDomains Registrant Dispute Policy, the GreatDomains Privacy Policy and all such other agreements and policies as currently in effect and published upon the GreatDomains web site, which Customer acknowledges are incorporated herein by reference. Customer further represents and warrants that a. Customer is duly authorized to execute and enter into this Agreement; b. Customer is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein c. The execution and performance of the transaction contemplated under this Agreement does not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to Customer or GreatDomains. d. Customer has all the resources necessary to complete the transaction contemplated herein and has the authority to commit such resources for the purpose of this transaction; and e. Customer has not and will not make any fraudulent or false statements or misrepresentations in connection with the transaction underlying this Agreement. f. Customer will not, and has no intent to, use the Domain Name in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition, or in breach of the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time. g. Customer acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by GreatDomains as to the legal validity or adequacy of any provision in this document or any related document or transaction. h. Customer acknowledges that any and all services provided by GreatDomains under this Agreement, including form agreements that are provided for the benefit of Customer and Registrant, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever. The parties agree that this Agreement and the services provided hereunder, is subject to all applicable local, state, federal and international laws and regulations. Customer & Registrant agree to provide true and accurate information about themselves and any other information required with regard to the transaction contemplated by this Agreement and the RNCA. Neither Customer nor Registrant shall use or submit any inaccurate or false information or otherwise impersonate any person or entity or user name or alias that they are not authorized to use. 2 GreatDomains may, at its sole discretion, immediately terminate any services provided hereunder should either party fail to conform to these terms and conditions. 5. Registrant Name Change Agreement. Customer and Registrant shall execute and deliver to GreatDomains any and all documents deemed necessary to further the goals contemplated by this Agreement, as further instructed by GreatDomains, including, without limitation, Registrant Name Change Agreement and all other instruments of transfer and confirmation and take such other action as may reasonably be deemed necessary or desirable by GreatDomains, and within the time frames to be designated by GreatDomains, in order to effectuate and confirm the transfer to Customer of registration of the Domain Name. 6. Limitation of Liability. (i) Customer and Registrant (i) agree that GreatDomains does not, and will not be asked to, enforce the terms of this agreement or of any other agreement by and between Customer and Registrant pertaining to the Domain Name; (ii) irrevocably grant GreatDomains the right to disclose information pertaining to the identity of Customer and Registrant as may be deemed necessary by GreatDomains to further the goals contemplated by this Agreement or protect the rights granted hereunder, subject to the terms and conditions of the GreatDomains Privacy Policy, as published upon the GreatDomains web site. (ii) Registrant shall be responsible for any fees payable to any other third party to effectuate the transfer of ownership and registration of the Domain Name, as contemplated under this Agreement, including, without limitation, any fees payable to the registrar of the Domain Name and to GreatDomains in connection herewith. Other than those representations explicitly provided for in this Agreement, and the agreements and documents incorporated herein, rights and interest over the Domain Name are transferred to Customer "As-Is". Each party may act in reliance upon any instructions, instrument or signature reasonably believed to be genuine. Each party may assume that any employee of the other, who gives any written notice, request or instruction under this Agreement, has the authority to do so. No advice or information, whether oral or written, obtained by either party shall create any warranty or representation not expressly made in this Agreement with regard to the subject matter contemplated herein. (iii) CUSTOMER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND GREATDOMAINS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER, AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD THE OTHER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND, COST, EXPENSE OR CHARGE, INCLUDING ATTORNEYS' FEES, MADE BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT. IN NO EVENT SHALL GREATDOMAINS' LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING IN ANY WAY FROM THE USE OR THE INABILITY TO USE THE SERVICES OR FOR THE COST OR PROCUREMENT OF ANY SERVICES, EXCEED THE AMOUNTS RECEIVED BY GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER. 7. Escrow. By executing this Agreement, Customer and Registrant agree to perform all necessary payments and obligations required under this Agreement as provided for below. GreatDomains shall advise Customer of the account to which the total Transfer Price is to be remitted ("Escrow Account"). Said instructions shall include details of the Escrow Account and terms of transfer, including, without limitation, fees to be paid to GreatDomains for the escrow services provided under this Provision ("Escrow Instructions"). Customer shall remit such funds to the Escrow Account no later than five (5) business days from the date of receipt of the Escrow Instructions. Upon GreatDomains' receiving confirmation from its bank of the deposit and clearing of such funds into the Escrow Account, GreatDomains shall transmit to the Domain Name registrar the Registrant Name Change Agreement as executed by Customer and Registrant ("RNCA") and all other documentation necessary to effect the transfer of registration over the Domain Name from Registrant to Customer as further contemplated by this Agreement. Customer and Registrant will assist GreatDomains as may be further necessary to complete and submit such documentation. Within three (3) business days of the parties' receiving notification confirming transfer of the Domain Name registration from Registrant to Customer, as will be evidenced in the registrar's WhoIs database, 3 GreatDomains will release the funds deposited in the Escrow Account to Registrant, less any commissions or fees due to GreatDomains or other third parties. Registrant hereby irrevocably authorizes and instructs GreatDomains to withhold any amount owing (including commissions and/or fees) to GreatDomains under this or any other agreement and use such amounts withheld as a setoff against such amounts owing. In no event can this instruction be revoked or withdrawn from this escrow without written approval from GreatDomains. 8. General. (i) Unless ordered otherwise and if transfer of the registration as provided for in this Agreement, is not concluded within twelve (12) months of the Effective Date, GreatDomains shall return to Customer any amounts paid into the Escrow Account less any fees owing to GreatDomains. (ii) This Agreement is personal to Customer and Registrant, and neither Customer nor Registrant may assign or transfer any of the rights or obligations hereunder without the express written consent of the others. (iii) This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. (iv) The Parties agree that this Agreement may be executed in electronic form, as provided for below, subject to the Uniform Electronic Transactions Act (1999), as adopted and amended in the State of California. The Parties further agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary and appropriate in order to effectuate the relationship and allocation of rights contemplated by this Agreement. (v) This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, and any and all previous representations, discussions and writings are merged and superseded by this Agreement. This Agreement may be modified only by a written document signed by all the parties hereto. (vi) Each party acknowledges that remedies at law may be inadequate to provide the other with full compensation in the event of a breach of any of the provisions of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of such material breach, without limiting that parties' right to seek other remedies at law. Both parties represent that they have full and complete authority to enter into this Agreement and perform its obligations and that all actions have been taken necessary to make this a valid and binding contract by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives. Registrant: PlanetRx By: /s/ Paul E. Risner ----------------------------------------------------- Name: Paul E. Risner Title: Sr. VP & General Counsel Customer: Richard Gabriel By: /s/ Richard Gabriel ----------------------------------------------------- Name: Richard Gabriel Title: Owner GREATDOMAINS.COM, Inc., a VeriSign company By: /s/ Irene Ing ----------------------------------------------------- Name: Irene Ing Title: Director, Secondary Market Escrow 4