EXHIBIT 10.2
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “
Agreement ”) is made and entered into as of this 1st
day of October, 2008 (the “ Effective Date ”) by
and between HYDRON TECHNOLOGIES, INC. , a New York
corporation (“ Hydron ”), and BRAND BUILDERS
RX, LLC , a Delaware limited liability (the “
Company ”). Certain capitalized terms used in this
Agreement have the meanings ascribed to such terms on
Schedule 1 hereto. Additional capitalized terms used
but not otherwise defined shall have the meanings ascribed to such
terms in the Joint Venture Agreement (as defined below). All such
terms are incorporated herein by reference and made a part of this
Agreement.
WITNESSETH:
WHEREAS , pursuant to that certain Capital Contribution
and Joint Venture Agreement (the “ Joint Venture
Agreement ”) by and between Hydron and Brand Builders
International, LLC dated as of October 1, 2008, Hydron has agreed
to assign substantially all of its assets, other than the Excluded
Assets set forth on Schedule 2 hereto, and license or
sublicense certain rights to Intellectual Property, subject only to
performance and payment obligations and other ongoing liabilities
relating to the ownership of the assets contributed to the Company
and the terms of the License Agreement described below and, with
respect to sublicenses, any license agreement between Hydron and
the owner of such Intellectual Property, and the Company desires to
accept such capital contribution; and
WHEREAS, each of Hydron and the Company has duly
authorized the making and acceptance, respectively, of the
above-described assignment and assumption by all necessary
corporate and limited liability company action.
NOW, THEREFORE
, on the terms and subject to the
conditions hereof, and for good and adequate consideration paid and
received, the parties hereto represent, warrant, covenant, agree
and understand as follows:
|
|
1.
|
Assignment of Assets; License
of Intellectual Property.
|
(a) Hydron
hereby assigns, transfers, grants, conveys and delivers, or causes
to be assigned, transferred, granted, conveyed and delivered to the
Company pursuant to the Assignment and Bill of Sale attached as
Exhibit A hereto (the “ Bill of Sale
”), and hereby licenses or sublicenses to the Company
pursuant to the terms of the License Agreement attached as
Exhibit B hereto (the “ License
Agreement ”), on an “as is” and “where
is” basis, all right, title and interest of Hydron in and to
the assets and Intellectual Property rights as described in the
respective Schedules to the Bill of Sale and License Agreement, and
subject, in the case of any sublicense of Intellectual Property
rights, to the terms of any underlying license.
(b) The
assets and Intellectual Property rights assigned and transferred or
licensed or sublicensed to the Company are as set forth in the Bill
of Sale and the License Agreement, including the Schedules thereto
(collectively, the “ Assets ”).
2.
Preservation of Rights With Respect to Third Parties
. Notwithstanding any provision in this Agreement to the contrary,
as between Hydron and any applicable third party, no business,
properties, rights or assets of Hydron, including without
limitation, any claim, contract, agreement, lease, license,
franchise, permit, commitment, sales order or purchase order, shall
be deemed transferred by way of capital contribution under this
Agreement if an attempted transfer of the same without the consent
or approval of another party or governmental entity would
constitute a breach thereof or would in any way adversely affect
the rights of Hydron and such consent or approval is not obtained,
or if any transfer would be ineffective or would affect the rights
of Hydron so that the Company would not in fact receive in full
measure the rights of Hydron thereunder. Hydron covenants and
agrees that the beneficial interest in or to such Assets as may not
be transferred for any of the foregoing reasons shall, in any
event, be deemed to pass for accounting and financial reporting
purposes as of the Effective Date to the Company by way of the
assignment and transfer made under this Agreement; and Hydron
agrees not to act in any manner (i) which would prevent or hinder
the Company from exercising its rights or performing its
obligations in connection with such Assets, or (ii) inconsistent
with the transfer of the beneficial interest in the Assets as
provided in this Agreement. In the event that Hydron is unable to
obtain any consent or approval, the absence of which would have any
of the above-described effects, Hydron will continue to use best
efforts to obtain such consent or approval unless continued
attempts to obtain such consent or approval would be demonstrably
futile.
3.
Debts, Liabilities and Obligations . The transfers,
assignments, grants, conveyances and deliveries to the Company of
the Assets, including the license and sublicense to the Company of
the Intellectual Property rights under paragraph (a) of Section 1
of this Agreement, shall include only those express liabilities and
obligations associated with ownership of the Assets and the license
or sublicense of rights pursuant to the License Agreement,
including, with respect to any sublicense granted under the License
Agreement, any liabilities and obligations under license agreements
between Hydron and a third party, in each case as set forth on
Schedule A-1 to the Assumption Agreement (as
hereinafter defined), (collectively, “ Liabilities
”).
4.
Assumption of Liabilities . In connection with the
assignment of the Assets to the Company provided in this Agreement,
the Company has agreed to assume certain Liabilities pursuant to an
Assumption Agreement of even date entered in to by Hydron and the
Company, a copy of which is attached as Exhibit C
hereto (the “ Assumption Agreement
”).
5.
Indemnification for Liabilities . the Company
covenants and agrees to indemnify and hold harmless Hydron and its
affiliates and their respective officers, directors, employees and
agents (each a “ Hydron Indemnitee ”) from all
damages, losses, expenses including, without limitation, court
costs, arbitration fees and attorneys’ fees and expenses and
any payments made by Hydron pursuant to any agreements to
indemnify, hold harmless or exonerate any person), claims
(including amounts paid in settlement), demands, suits, causes of
action, proceedings, judgments and liabilities or obligations of
any venture, contingent or noncontingent, liquidated or
unliquidated, direct or indirect (collectively “
Losses ”), incurred or sustained by or
2
against any of them with respect to any and all
Liabilities assumed by the Company pursuant and in accordance with
Section 4 of this Agreement and the Assumption
Agreement.
6.
Costs and Expenses . The Company assumes and
covenants and agrees to pay any and all sales, use, transfer, stamp
and similar taxes, assessments or charges and any and all filing
and recordation fees incurred in connection with the transfers
provided in this Agreement, and further covenants and agrees to
indemnify and hold harmless Hydron in respect to any and all such
taxes, assessments, charges and fees; and in the event Hydron is
required by any taxing or other authority to pay such taxes,
assessments, charges or fees, the Company shall promptly reimburse
Hydron.
7.
Agreement Regarding Certain Purchase Orders .
Schedule A-3 hereto sets forth certain purchase
orders for the purchase of products received by Hydron on or before
September 30, 2008 (the “ Purchase Orders ”). In
consideration of the assignment of the Purchase Orders to the
Company pursuant to this Agreement, the Company agrees to pay
Hydron as promptly as practicable following receipt of payment an
amount equal to an aggregate of $84,745.95. Hydron and the Company
agree to equitable adjust any shortfall in payments received by the
Company with respect to products sold pursuant to the Purchase
Orders.
8.
Additional Capital Contribution; Benefits; Ownership of
Enhancements .
(a) It
is the intention of Hydron to contribute to the Company all
Intellectual Property acquired by Hydron in connection with the
acquisition of Clinical Results, Inc., as well as certain other
Intellectual Property not related to Intellectual Property licensed
by Hydron or related to patents owned by Hydron, including all
rights to products developed and manufactured using such
Intellectual Property. Hydron and the Company will enter into a
supplemental Assignment and Assumption Agreement which includes a
scheduled list of such Intellectual Property as promptly as
practical following the execution of this
Agreement.
(b) The
Company shall receive all benefits of all Intellectual Property
owned or licensed by Hydron, either by contribution of the rights
to its customer list, proprietary software, including enhancements
to off-the-shelf software, if any, and its websites, and any
Intellectual Property described in Section 8(a) above, or by
license or sublicense under the terms of the License
Agreement.
(c) For
purposes of certainty, the Company shall own any and all
enhancements to any Intellectual Property and related products
developed by it which are based on the Intellectual Property
licensed to it under the License Agreement and shall have the right
to assign or license such enhancements and any related
products.
9.
Authorization . Each of the parties hereto represent
and warrant to the other that it has the full power, authority and
legal right to enter into, perform and observe the provisions of
this Agreement and that this Agreement is the valid and binding
obligation of such party, enforceable in accordance with its terms
and does not constitute a breach of or default under any other
agreement to which it is a party or by which any of its assets are
bound or subject.
3
10.
Successors and Assigns . This Agreement and the
covenants and agreements contained in this Agreement shall bind and
inure to the benefit of the parties and their respective successors
and assigns.
11.
Counterparts . This Agreement may be simultaneously
executed in two or more counterparts, each of which when so
executed shall be deemed an original, but all of which together
shall constitute but one and the same Agreement.
12.
Bulk Sales Waiver . The Company hereby waives
compliance by Hydron with the bulk sales provisions of the Uniform
Commercial Code or similar statutory scheme, if
applicable.
13.
Governing Law . This Agreement shall be construed,
interpreted and enforce in accordance with the laws of the State of
Florida without giving effect to the conflict of law provisions
thereof.
14.
Severability . If any term, provision, covenant or
restriction contained in this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of
the terms, provisions, covenants and restrictions contained in this
Agreement shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.
15.
Effective Date . The transfers, assignments, grants,
conveyances, deliveries and assumptions contemplated by this
Agreement shall for any applicable accounting and financial
purposes be deemed to be effective as of the Effective
Date.
[SIGNATURE
PAGE TO FOLLOW]
4
IN WITNESS WHEREOF
,
the parties, intending to be legally bound, have caused this
Agreement to be duly executed in their respective corporate names
by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed and duly
attested, and the same to be delivered, all as of the day and year
first above written.
HYDRON TECHNOLOGIES, INC.
Richard Banakus,
Chairman and Interim President
BRAND BUILDERS RX, LLC
SCHEDULE 1
DEFINITIONS
Set forth below are certain definitions used in
this Agreement and the Schedules hereto (such meanings to be
equally applicable to both the singular and plural forms of the
terms defined):
“Accounts
Receivable” means (a) all
trade accounts receivable and other rights to payment from
customers of Hydron and the full benefit of all security for such
accounts or rights to payment, including all trade accounts
receivable representing amounts receivable in respect of goods
shipped or products sold or services rendered to customers of
Hydron, (b) all other accounts or notes receivable of Hydron and
the full benefit of all security for such accounts or notes, and
(c) any claim, remedy or other right related to any of the
foregoing as of the Effective Date. Accounts Receivable and
Excluded Assets are set forth on Schedule 2
hereto.
“Assumed
Contracts” means any and
all contracts assigned to and assumed by the Company as set forth
on Schedule A-3 to the Bill of
Sale.
“Assumed
Liabilities” means the
liabilities and obligations relating to the ownership of the Assets
from and after the Effective Date as set forth on Schedule
C-1 to the Assumption Agreement.
“Contract”
means any agreement, contract, lease, consensual
obligation, indebtedness, commitment, license, franchise, permit,
authorization, concession, promise or undertaking (whether written
or oral and whether express or implied), whether or not legally
binding.
“Copyrights”
means all registered and unregistered copyrights
in both published works and unpublished works.
“Excluded Assets”
means those assets of Hydron retained by Hydron
and not transferred pursuant to this Agreement as set forth on
Schedule 2 hereto.
“Hydron Agreement”
means that certain agreement originally between
GP Strategies Corporation (f/k/a National Patent Development
Corporation) and Hydron, as amended.
“Hydron
Partnership” means Hydron
Royalty Partners Ltd., LLLP, a Florida limited liability limited
partnership, its successors and assigns.
“Intellectual
Property” means all
intellectual property owned or licensed (as licensor or licensee)
by Hydron and used in the Hydron Business, including all Marks,
Patents and Copyrights, mask works, industrial design rights,
domain names, utility models and database rights to the extent not
protected by Copyrights.
Schedule
1-1
“Inventories”
means all inventories of Hydron, wherever
located, including all finished goods, work in process, raw
materials, spare parts and all other materials and supplies to be
used or consumed by Hydron in the production of finished goods as
of the Effective Date as estimated on Schedule A-1 to
the Bill of Sale.
“Marks”
means Hydron’s name, all assumed fictional
names, trade names, trademarks, service marks, whether registered
or unregistered, and, in the case of registered Marks, all
registrations and applications for registration therefore, and all
common law rights thereto, used by Hydron in connection with the
Hydron Business.
“ Patents ” means all
patents, patent applications and inventions and discoveries that
may be patentable.
“Software”
all computer software and subsequent versions
thereof, including source code, object, executable or binary code,
objects, comments, screens, user interfaces, report formats,
templates, menus, buttons, wiki and icons and all files, data,
materials, manuals, design notes and other items and documentation
related thereto or associated therewith.
“Tangible Personal
Property” means all
machinery, equipment, tools, furniture, office equipment, computer
hardware, supplies, materials, vehicles and other items of tangible
personal property (other than Inventories) of every kind owned or
leased by Hydron (wherever located and whether or not carried on
Hydron’s books), together with any express or implied
warranty by the manufacturers or sellers or lessors of any item or
component part thereof and all maintenance records and other
documents relating thereto on the Effective Date.
“Trade Secrets
” means all know-how, trade secrets,
confidential or proprietary information, vendor lists, prospects
lists, pricing and cost information, customer lists, proprietary
Software, technical information, data, process technology, plans,
drawings and blue prints used by Hydron in connection with the
Hydron Business.
Schedule
1-2
SCHEDULE 2
EXCLUDED
ASSETS
1. All
right, title, or interest, including any right of reversion, of
Hydron in royalty payments as set forth in the Hydron Agreement,
whether in the form of direct payments to Hydron or indirect
receipt of distributions relating to Hydron’s interest in the
Hydron Partnership.
|
|
2.
|
All cash, other than Cash Capital
Contributions;
|
3. All
ownership and other rights, including rights as a licensee in any
Hydron Intellectual Property, , other than Intellectual Property
contributed to the Company as set forth on Schedule A-3 to the
Assignment and Bill of Sale, and except as expressly licensed or
sublicensed to the Company. pursuant to the License
Agreement;
4. All
other assets not relating to the Hydron Business except to the
extent expressly contributed or conveyed pursuant to the Joint
Venture Agreement and the LLC Agreement.
|
|
5.
|
Hydron’s Accounts Receivables, as of
September 30, 2008, as follows:
|
|
|
|
Payor
|
Amount
|
|
|
|
|
|
|
|
1.
|
Adsouth,
Inc.
|
$14,491.15
|
|
|
2.
|
Ash
Arcona
|
699.85
|
|
|
3.
|
Brookstone
|
90,802.92
|
|
|
4.
|
Club Hydron
Amex
|
36.90
|
|
|
5.
|
Club Hydron
Discover
|
129.10
|
|
|
6.
|
Club Hydron
MC/Visa
|
696.17
|
|
|
7.
|
Dr
Buckley
|
71.35
|
|
|
8.
|
Dr
Krikhely
|
58.95
|
|
|
9.
|
Goodier
|
475.00
|
|
|
10.
|
Healthy
Directions
|
4,050.00
|
|
|
11.
|
Hydron.com
Amex
|
123.47
|
|
|
12.
|
Hydron.com
Discover
|
42.20
|
|
|
13.
|
Hydron.com
MC/Visa
|
746.64
|
|
|
14.
|
S
Solutions
|
1,516.00
|
|
|
15.
|
Synergetic
Media
|
2,250.00
|
|
|
16.
|
TriState
Denture
|
115.95
|
|
|
17.
|
Transdermal
Technologies
|
12,000.00
|
Schedule
2-1
EXHIBIT
A
ASSIGNMENT
AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF
SALE (this “
Assignment ”) is made as of this 1st day of October,
2008, by and between HYDRON TECHOLOGIES, INC. , a New York
Corporation (“ Assignor ”), and BRAND
BUILDERS RX, LLC , a Delaware limited liability company
(“ Assignee ”).
For and in consideration of the sum of Ten
Dollars ($10) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Assignor does hereby grant, bargain, sell, assign, transfer and
convey unto the Assignee, its successors and assigns, all of the
Assignor’s right, title and interest in and to those certain
assets described in an Assignment and Assumption agreement dated as
of October 1st, 2008 (the “ Agreement ”) between
Assignor and Assignee, and as more fully set forth on
Schedules A-1 through A-3 to this Assignment (such
assets being herein referred to as the “ Assets
”). The Assignor hereby covenants and agrees to defend the
aforesaid conveyance, sale, transfer, assignment and delivery of
the Assets to the Assignee against the lawful claims of any and all
persons whatsoever and to execute and deliver, or cause to be
executed and delivered, all such further instruments and other
documents, and to take all such further actions, as shall be
reasonably necessary to accomplish or defend the
same.
IN WITNESS WHEREOF
,
the Assignor and the Assignee have executed this Assignment
effective as of the date first above written.
HYDRON TECHNOLOGIES, INC.
|
|
Chairman and Interim President
|
BRAND BUILDERS RX, LLC
Exhibit
A-1
SCHEDULE A-1
INVENTORY
(as of
September 30, 2008)
List of
of Finished Goods and Work in Process Held in
Inventory
|
Part
#
|
Description
|
Quantity On Hand
|
|
BrkstPainRlfCrm-BulkForm3
|
pain relief
formula 3
|
|
2.1999
|
|
Brkstnpainrelfcrm-BulkForm2
|
pain relief
formula 2
|
|
1.63636
|
|
BrkstnPain
RlfCrm-BulkForm1
|
pain relief
formula 1
|
|
1.63636
|
|
ImpoundedHandCream
|
Impounded hand
cream
|
|
3,900.00
|
|
BrkForm210Cream1.5oz
|
Brookstone
Formula 210 Cream 1.5oz
|
|
432.00
|
|
BrkForm210-Bulk#
|
Brookstone
Formula 210 Cream Bulk
|
|
4,408.00
|
|
Cellulite
Cream
|
Cellulite
Cream
|
|
0.00
|
|
ChemHydronAlcoSol
|
Hydron LIQUID
Alcohol Solution Cream
|
|
54.00
|
|
ChemHydronsolPeg8
|
Hydron
Solution Peg 8
|
|
12.00
|
|
ChemHydronSolPropyleneGlycol
|
Hydron
Solution Propylene Glycol Toner
|
|
0.00331
|
|
ChemSFactorSolution
|
S-Factor
Solution
|
|
12.00
|
|
D15500
|
Chairside
Reline & Repair Kit
|
|
181.00
|
|
D15501
|
Dental Base
Material 12 unit
|
|
0.00
|
|
D15503
|
Cold Cure
Reline&Repair Kit
|
|
-3.00
|
|
D15505
|
2 Unit Cold
Cure Kit
|
|
288.00
|
|
D15506
|
Dental
Freshener
|
|
8,928.00
|
|
D15507
|
Chairside
Powder 4oz
|
|
36.00
|
|
D15510
|
Heat Cure
Liquid 5 oz
|
|
0.00
|
|
D15511
|
Heat Cure
Powder 10 oz
|
|
13.00
|
|
D15512
|
Cold Cure
Liquid 8 oz
|
|
30.00
|
|
D15513
|
Cold Cure
Liquid 2 oz bottle
|
|
0.00
|
|
D15515
|
Cold cure
Powder 1 lb
|
|
8.00
|
|
D15516
|
Heat cure
Powder 2 .5 #
|
|
23.00
|
|
D15517
|
Dental
Glycerin 1 oz
|
|
0.3125
|
|
D15519
|
Cold Cure Bulk
Liquid
|
|
8.00
|
|
D15520
|
Dental
Bags
|
|
376.00
|
|
D15521
|
Dental
Cups
|
|
71.00
|
|
DJD2007-S
|
DJD - Facial
Moisturizer (Sample Size)
|
|
500.00
|
|
DRammisHealingGel
|
Drammis
Healing Gel
|
|
1,170.00
|
|
ECHO-DERM
|
ECHO-DERM
SC
|
|
19.80
|
|
EH3200
|
Elizabeth
Halen - Instant Firming Serum
|
|
0.00
|
|
Elite1000
|
Elite
Intensive Cell Therapy (Men’s 1oz) Item #
M326-EG2
|
|
0.00
|
|
Elite1050
|
Elite
Intensive Cell Therapy (Women’s 1oz) Item #
M326-EG2
|
|
169.00
|
|
HB101
|
Botanical Body
Mist-Classic
|
|
330.00
|
|
HB101-1
|
Botanical Body
Mist Springtime
|
|
37.00
|
|
HB101-2
|
Botanical Body
Mist-Orange
|
|
0.00
|
|
HB101-Bulk#
|
Botanical Body
Mist Bulk
|
|
82.00
|
Exhibit
A-1-1
|
HB105
Duo
|
Menthol Ice
Duo
|
|
142.00
|
|
HB105-Bulk#
|
Menthol Ice
Bulk
|
|
88.70
|
|
HB300Duo
|
Botanical Bath
& Shower Cleanser (Duo)
|
|
25.00
|
|
HB300Single
|
Botanical Bath
& Shower Each
|
|
36.00
|
|
HB300-Bulk#
|
Botanical Bath
& Shower Bulk
|
|
314.00
|
|
HB301
|
Botanical 2in1
Moisturizing Body Wash
|
|
46.00
|
|
HB500Single
|
All Over Body
Moisturizer - Original Old 284431
|
|
125.00
|
|
HB500-Bulk#
|
All Over
Moisturizer Bulk
|
|
431.00
|
|
HB505
|
All Over
Moisturizer - Citrus Splash
|
|
79.00
|
|
HB505Bulk#
|
All Over
Moisturizer Citrus Bulk
|
|
0.00
|
|
HB510
|
All Over
Moisturizer (Pearberry) Pump
|
|
51.00
|
|
HB510Bulk#
|
All Over
Moisturizer Pearberry Bulk
|
|
0.00
|
|
HC101
|
Micro
Dermabrasion Face Cleanser
|
|
3.00
|
|
HC101-40
Bulk
|
Microderm
Cleanser-40#
|
|
575.00
|
|
HC101-Bulk
|
Micrdermabrasion Bulk
|
|
26.00
|
|
HC101C
|
Micro
Dermabrasion Face Cleaner Contract Mfg
|
|
0.00
|
|
HC205
|
Gentle
Cleansing Creme
|
|
76.00
|
|
HC205-Bulk#
|
Gentle
Cleansing Cream-Bulk
|
|
209.00
|
|
HC310
|
Gentle Eye
Make Up Remover
|
|
136.00
|
|
HC310-Bulk#
|
Eye Make Up
Remover Bulk
|
|
0.00
|
|
HC701
|
Botanical
Toner
|
|
-5.00
|
|
HC701-Bulk#
|
Toner
Bulk
|
|
-2.46375
|
|
HC804
|
Antibacterial
Facial Cleansing Gel
|
|
5,286.00
|
|
HC805
|
Oil Control
Cleansing Gel
|
|
58.00
|
|
HC805
Bulk#
|
Oil Cleansing
Gel Bulk
|
|
0.00
|
|
HC825
|
Oil Balancing
Toner
|
|
40.00
|
|
HD1300DL-Bulk
|
HD Day Cream
Bulk
|
|
40.00
|
|
HH106
Duo
|
Botanical
Volumizing Shampoo (duo)
|
|
-5.00
|
|
HH106
Single
|
Botanical
Volumnizing Shampoo Singles
|
|
32.00
|
|
HH106-Bulk#
|
Botan Volumn
Shampoo- Bulk
|
|
185.00
|
|
HH210
Duo
|
Botanical
Detangling Conditioner (duo)
|
|
16.00
|
|
HH210
Single
|
Botanical
detangling Conditioner singles
|
|
117.00
|
|
HH210-Bulk#
|
Conditioner
Bulk
|
|
41.30
|
|
HH300
|
Botanical
Ultimate Control Finishing Spray
|
|
16.00
|
|
HH301
|
Silk &
Shine Luminating Spray
|
|
-5.00
|
|
HH303
|
Botanical
Styling & Finishing Spray
|
|
0.00
|
|
HH400
|
Healthy Hair
Collection
|
|
0.00
|
|
HL100
|
Hydron Lite
Therapy
|
|
148.00
|
|
HM100
|
Hydronamins
Day Creme
|
|
20.00
|
|
HM100-Bulk#
|
Hydronamins
Day Cream Bulk
|
|
0.00
|
|
HM101
|
Hydronamins
Night Creme
|
|
267.00
|
|
HM101-Bulk
|
Hydranomins
Night Cream Bulk
|
|
0.00
|
|
HM102
|
Line Smoothing
Complex
|
|
164.00
|
|
HM102-Bulk
|
Line Smoothing
Complex
|
|
0.00
|
|
HM103-254
|
Self Adjusting
Tinted Moisturizer(Fair Peach - light)
|
|
31.00
|
|
HM103-254-Bulk#
|
Tinted
Moist-Fair Peach Bulk
|
|
0.00
|
|
HM103-255
|
Self-Adjusting
Tinted Moisturizer (Blush Beige - Medium)
|
|
23.00
|
|
HM103-255
Bulk#
|
Tinted
Moisturizer Blush Beige Bulk
|
|
0.00
|
Exhibit
A-1-2
|
HM103-616
|
Tinted
Moisturizer - Barely Bronze
|
|
110.00
|
|
HM106
|
Under Eye
Concealor (blush beige)
|
|
215.00
|
|
HM107
|
Under Eye
Concealor Barely Bronze
|
|
90.00
|
|
HM510
|
AM - Daily
Facial Moisturizer
|
|
15.00
|
|
HM510-Bulk#
|
AM Daily
Facial Moisturizer Bulk
|
|
0.00
|
|
HM550
|
PM -
Restorative Night Creme
|
|
31.00
|
|
HM550
Bulk#
|
Moist Bal
Night Cream Bulk
|
|
0.00
|
|
HM701
|
AM - Puffy Eye
Relief
|
|
17.00
|
|
HM701-Bulk#
|
AM Puffy Eye
Bulk
|
|
0.00
|
|
HM750
|
Fragile Eye
Moisturizer
|
|
54.00
|
|
HM750-Bulk#
|
Fragile eye
moisturizer Bulk
|
|
0.00
|
|
HM751
|
Eye
Moisturizer w Puffy eye Relief
|
|
0.00
|
|
HOB222
|
|
|
|
|
|
HOB222A
|
Organic Body
Wash Hazelnut
|
|
106.00
|
|
|
HOB222B
|
Organic Body
Wash Gardenia
|
|
51.00
|
|
|
HOB222C
|
Organic Body
Wash Grapefruit/Watermelon
|
|
74.00
|
|
|
HOB222D
|
Organic Body
Balm Hazelnut
|
|
24.00
|
|
|
HOB222E
|
Organic Body
Balm Gardenia
|
|
4.00
|
|
|
HOB222F
|
Organic Body
Balm Grapefruit/Watermelon
|
|
8.00
|
|
|
HOB222 - Other
|
Hydron Organics Body Gift Set
|
|
78.00
|
|
Total
HOB222
|
|
|
345.00
|
|
HP3DFM
|
H3P - Pro
Series - Daily Facial Moisturizer (Non ESP) Pump
|
|
996.00
|
|
HP3DFM-Bulk
|
H3P Pro Series
Daily Facial Moisturizer-Bulk
|
|
6.20
|
|
HP3DFM-S
|
Facial
Moisturizer samples
|
|
151.00
|
|
HP3EC
|
H3P - Pro
Series - Eye Cream
|
|
592.00
|
|
HP3RNC
|
H3P - Pro
Series - Resorative Night Cream
|
|
79.00
|
|
HP3RNC-Bulk
|
H3P Pro Series
Restorative NIght Cream-40#
|
|
0.00
|
|
HPS01
|
H3P - Pro
Series - Self-Adjusting 1.0 Retinol Serum
|
|
139.00
|
|
HPS02
|
H3P - Pro
Series - Pore Redefining & Resurfacing
Glucosamine
|
|
5.00
|
|
HPS02s
|
H3P - Pro
Series - Pore Redefining & Resurfacing Glucosamine (Sample
0.3oz)
|
22.00
|
|
HPS03
|
H3P - Pro
Series - Vital Recovery Serum 24%
|
|
33.00
|
|
HPS04
|
H3P - Pro
Series - Pure Radiance Brightening Solution
|
|
1,032.00
|
|
HPS04s
|
Hydron Pro
Series Pure radiance Brightening Solution Samples
7ml
|
2,756.00
|
|
HPS04-BulkB
|
H3P- Pro Seris
Pure Radiance Brightening Serum Bulk
|
|
18.81169
|
|
HPS05
|
H3P Pro Series
Retinol 0.5
|
|
126.00
|
|
HS015Duo
|
Sportscreen
Twin Pack
|
|
21.00
|
|
HS015Single
|
Sportscreen
SPF 15 singles
|
|
160.00
|
|
HT001
|
Tri-Activating
Skin Clarifier
|
|
303.00
|
|
HT001-Bulk
|
Tri Activating
Clarifier Bulk
|
|
28.00
|
|
HT235
|
Wrinkle
Reducing Collagen Concentrate
|
|
61.00
|
|
HT235-Bulk
|
Wrinkle
Reducking Collagen Bulk
|
|
21.60
|
|
HT260
|
Active Hydroxy
Facial Peel
|
|
5.00
|
|
HT905
|
5 - Minute
Revitalizing Masque
|
|
16.00
|
|
HX325
|
Microdermabrasion Deep
Treatment
|
|
86.00
|
|
HX325Bulk#
|
Microdermabrasion Deep Treatment
Bulk
|
|
13.90
|
|
K120
|
Body Rescue
Trio
|
|
5.00
|
|
K122
|
Eye Trio
Special
|
|
3.00
|
Exhibit
A-1-3
|
Loufas
|
Loufas
|
|
171.00
|
|
MD102
|
BOTANICAL BATH
& SHOWER CLEANSER DUO FOR $22.00 GET
FREE >ALL OVER MOISTURIZER
|
0.00
|
|
MD103
|
BOTANICAL
VOLUMIZING SHAMPOO DUO FOR $20.50 GET FREE
BOTANICAL DETANGLING CONDITIONER DUO
|
-1.00
|
|
MD104
|
MICRODERMABRASION FACE CLEANSER FOR $16.50 GET
FREE
BOTANICAL TONER
|
-5.00
|
|
Men100A
|
Shaving
Cream
|
|
35.00
|
|
MEN100B
|
After
Shave
|
|
23.00
|
|
Men100C
|
Men’s
Body Wash
|
|
48.00
|
|
MENTrio
|
HYDRON MAN
TRIO (Hydrating Shave Creme , Nourishing After Shave Balm,
Men’s Body Wash)
|
2.00
|
|
Reliv1500
Bulk#
|
Reliv
Cleansing Gel Bulk
|
|
1,716.00
|
|
Reliv1510-Bulk#
|
Reliv Day
Cream Bulk
|
|
1.00
|
|
Reliv1520-Bulk#
|
Bulk Reliv
Night CReam
|
|
992.416
|
|
Reliv1540-Bulk
|
Reliv Serum
Smooth & Lift Bulk
|
|
457.03125
|
|
Trav
118
|
Menthol Ice
Samples
|
|
887.00
|
|
TRAV100
|
Gentle
Cleansing cream - Travel Size 2.25oz
|
|
651.00
|
|
TRAV101
|
Botanical
Toner 2 fl oz TRAVEL SIZE
|
|
570.00
|
|
TRAV102
|
MicroDermabrasion Face Cleanser with
Self-Adjusting Beads 2 fl oz TRAVEL SIZE
|
372.00
|
|
TRAV103
|
Fragile Eye
Moisturizer .25 fl oz TRAVEL SIZE
|
|
129.00
|
|
TRAV104
|
Moisture
Balance Restorative Night Creme .75 fl oz TRAVEL
SIZE
|
1,158.00
|
|
TRAV105
|
Daily Facial
Moisturizer .75 fl oz TRAVEL SIZE
|
|
209.00
|
|
Trav106
|
All Over
Moisturizer 2.25 oz
|
|
404.00
|
|
Trav106Trio
|
All Over
Moisturizer Tube Trio 2.25 oz
|
|
44.00
|
|
TRAV107
|
Tri-Activating
Skin Clarifier .5oz
|
|
859.00
|
|
Trav108
|
MIcrodermabrasion Cleanser Tubes 2.25
oz
|
|
99.00
|
|
Trav111
|
Tri-Activating
Skin Clarifier .5oz
|
|
1.00
|
|
Trav112
|
Garden Melon
Body Wash samples .2 oz
|
|
37.00
|
|
Trav117
|
Travel Shave
Cream
|
|
0.00
|
|
Trav119
|
Sample Hydron
Shampoo 2.2 oz
|
|
0.00
|
|
Trav120
|
AM Puffy Eye
Relief Travel Size
|
|
1.00
|
|
TRAV121
|
Botanical
Conditioner 2oz
|
|
0.00
|
|
Trav500
|
Travel Size
Miracle Erase
|
|
12.00
|
|
|
|
|
|
46,349.08362
|
|
|
|
|
|
|
Exhibit
A-1-4
List of
Raw Materials, Packaging and Other Materials and Supplies Used in
the Production of Finished Goods
*NOTE:
Chemicals are reflected in pounds or portion thereof. All other
components or raw materials are reflected in actual number of
pieces .
|
Part
#
|
Description
|
Quantity On Hand
|
|
PLT
|
Pallet
Charge
|
|
2.00
|
|
AdSouthLargeNailCap
|
AdSouth Large
Nail Caps
|
|
13,600.00
|
|
AdSouthLargeNailJars
|
AdSouth Large
Nail Jars
|
|
12,608.00
|
|
ADSouthSmallNailCaps
|
AdSouth Small
Nail Caps
|
|
14,347.00
|
|
AdSouthSmNailJars
|
AdSouth Small
Nail Jars
|
|
13,500.00
|
|
AJ65/15/C
|
4 LAYER BLUE
CAP
|
|
1,322.00
|
|
AJ65/50/C
|
4 LAYER BLUE
CAP TO FIT 50ML
|
|
2,560.00
|
|
BaseJ61
|
J61
Base
|
|
2,466.00
|
|
BOXAUTO5OZ
|
BOX BROOKSTONE
AUTO BOTTOM 5OZ
|
|
12,160.00
|
|
BOXgentclean
|
Hydron Gentle
Cleansing Creme Boxes
|
|
4,152.00
|
|
BOXHYDMDAY
|
Hydronamins
Vitamin Therapy Day Creme Boxes
|
1,735.00
|
|
BoxHydronGeneric
|
Hydron Generic
Boxes CBOX067
|
|
3,663.00
|
|
BoxHydronSkinColl
|
Hydron
Skincare Collection Box
|
|
5,077.00
|
|
BoxReliv1520
|
ReversAge
Night Skin Restore Boxes
|
|
2,845.00
|
|
Boxrelivdailyifc
|
Reliv Daily
Defence IFC
|
|
7,632.00
|
|
BoxTriActivatingClarifierbox
|
Tri Activating
Clarifier Box
|
|
2,729.00
|
|
Btl1.75ozFootedrndnk18/415
|
1.75 oz Footed
Round 18/415 Neck
|
|
258.00
|
|
Btl1ozGlassRound
|
1oz Glass
Round
|
|
2,659.00
|
|
Btl1ozGoldAirless
|
Bottle 1 oz
Gold Airless
|
|
0.00
|
|
btl2oztottle
|
2 oz tottle
bottle
|
|
0.00
|
|
BTL2OZCYL
|
2oz natural
cylinder
|
|
3,372.00
|
|
Btl4ozalumepoxyPhenCTg
|
Bottle 4oz
Brushed Aluminum 24/410 Epoxy Phenolic Coating
|
558.00
|
|
btl4ozcosmonatural
|
4oz Cosmo
Natural bottle
|
|
10,666.00
|
|
Btl2ouncelSilverAlum
|
Bottles 2
ounce Silver Alum Brushed
|
|
1,105.00
|
|
btl8oznatcosmo
|
8oz Cosmo
Natural 24/410
|
|
0.00
|
|
Btl8ozCosm
|
8 oz Cosmetic
Bottle
|
|
1,083.00
|
|
BtlBlue8ozCosmRndTl
|
Bottles Cobakt
Blue 8 oz PET COSMO ROUNDS TALL 24/410
|
691.00
|
|
BtlClr6ozPetCosmRdsTl
|
Bottles Clear
6 oz PET COSMO ROUNDS TALL 24/410
|
951.00
|
|
BtlClr8ozPETCosmovls
|
Bottles clear
8oz PET COSMOVALS 24/410
|
|
1,445.00
|
|
BtlClr8ozPetCosmRdsTl
|
Bottles Clear
8 oz PET COSMO ROUNDS TALL 24/410
|
2,349.00
|
|
BtlCustom2ozovalvale
|
Bottle 2 oz
Oval Vale from Custom
|
|
31,250.00
|
|
BtlCustom4ozovalvale
|
Bottle 4oz
Oval Vale from Custom
|
|
36,030.00
|
|
btlcylinderwhite8oz
|
bottle white
cylinder 8 ounce
|
|
0.00
|
|
BtlH3PBENPERSOL
|
Bottle H3P
Benzoyl Peroxide Solution
|
|
742.00
|
|
BtlH3PCoalTar
|
Bottle H3P
Coal Tar
|
|
740.00
|
|
BtlH3pDailyMoist
|
Bottle H3P
Daily Moisturizer
|
|
0.00
|
|
BtlH3PRetinolSerum.5
|
Bottle H3P .5
Retinol Serum
|
|
597.00
|
|
BTLHYD50ML
|
GOLD AIRLESS
BOTTLE
|
|
31.00
|
|
BtlJ61
|
J61
Bottle
|
|
1,161.00
|
|
BTLKILOfor
SSolutions
|
kilo bottle
for S solutions
|
|
0.00
|
|
BtlNatl4ozBstnRds
|
Bottles
Natural 4 oz HDPE Boston Rounds 24/410
|
2,486.00
|
|
BtlPmp60ml24/410Frst
|
Bottle &
Pump for 24/410 Frosted Glass
|
|
875.00
|
Exhibit
A-1-5
|
BtlProseriesAb65/40
|
Blue Bottle w
silver Collar Treatment
|
|
2,592.00
|
|
BTLRELIV1510
|
50ML 20/410
AIRLESS BOTTLE-SILVER
|
|
7,800.00
|
|
BTLrelivsm/lift
|
Paris Series.
15ml UV Frosted Bottle w/matte silver Plastic Base,
White Plastic Actuator w/matte...
|
0.00
|
|
BtlRollOnABA242
|
Roll on
Bottles ABA 242
|
|
971.00
|
|
BtlWhite8ozCosmo
|
8oz White
Cosmo Bullet Bottle
|
|
5,000.00
|
|
CAP13/415GOLD
|
GOLD CAP .5 oz
TRI ACT
|
|
1,886.00
|
|
Cap2ozTonerBottle
|
Cap 2oz Toner
Bottle
|
|
14,361.00
|
|
Cap8ozCosmetic
|
8 oz Cosmetic
Cap
|
|
0.00
|
|
CapAB/65/45C
for Ab 65/40
|
Cap For
BtlProseries AB65/40 Price included w Bottle
|
3,078.00
|
|
CapAB65/80Cfor
Ab65/80
|
Cap for
BtlproseriesAB65/80 price incl in bottle
|
1,587.00
|
|
CapABA240CW
|
Roll On caps
and Roll Ons
|
|
2,500.00
|
|
CapDD24790
|
Caps,Dispensing Smooth Metal Shell Disc Top
Gold/White 24/410
|
978.00
|
|
CapDD24805
|
Caps,Dispensing Metal Shell smooth Silver/White
24/410
|
4,340.00
|
|
CAPHYDR50ML
|
ALUMINUM OVER
CAP-GOLD FOR AIRLESS BOTTLES
|
0.00
|
|
CapJ61
|
J61
Cap
|
|
1,170.00
|
|
CAPRELIV50ML
|
SILVER CAP FOR
AIRLESS BOTTLE
|
|
80.00
|
|
Caps Fine
Ribbed EBttl
|
Fine Ribbed
Bottle Caps Wh7135
|
|
3,837.00
|
|
CBAG065
|
Clear Blue
Boutie Bags
|
|
60.00
|
|
CBAG076
|
Green Boutie
Bags
|
|
243.00
|
|
CBAG079
|
Hydron Blue
Bags
|
|
0.00
|
|
CBAG081
|
Hydron Skin
Care Bags
|
|
1,225.00
|
|
CBAG082
|
Hydron Black
Travel Bags
|
|
1,464.00
|
|
CBAG084
|
Hydron Frosted
Travel Bags
|
|
8,640.00
|
|
CBAG087
|
Hydron Blue
Travel Bags
|
|
34,468.00
|
|
CBAG113
|
PVC Bags DR
Direct
|
|
8,000.00
|
|
CBOT039
|
1/2oz Oblong
18-415 White Bottles
|
|
1,522.00
|
|
CBOT063
|
2oz Clear Soft
Shoulder Cylinders
|
|
24,173.00
|
|
CBOT131
|
Silk &
Shine Spray Bottle
|
