1. The claim of this case and the counterclaim are all dismissed.

2. The costs of lawsuit have arisen from the principal lawsuit.

1. Basic facts

A. On November 9, 1994, C, including the Plaintiff’s status, was established for domestic and foreign sales of broadcasting programs. On January 28, 2010, the company changed its trade name to D, and on December 6, 2011, the Plaintiff (former Company E) who is a KOSDAQ-listed corporation engaging in software development business, etc. was merged with C on December 6, 201.

(hereinafter referred to as "Plaintiff"). (b)

On November 25, 2009, the Plaintiff entered into an asset transfer agreement with the Defendant with the content that the Plaintiff would take over the Defendant’s “learning diagnosis and consulting, the learning ability cultivation, and the content of the development of Lives (hereinafter “instant content”) from the Defendant, for KRW 600 million (hereinafter “instant asset transfer agreement”). Of these, the part related to the issues of the instant case is as follows.

Article 2 (Assets Subject to Transfer) (1) of the Assets subject to Transfer Agreement of this case shall be limited to tangible or intangible assets listed in attached Form 1 and shall not be succeeded to the existing business of the transferor.

Article 4 (Succession to Contract) The transferor and transferee shall make their best efforts to directly and indirectly succeed to necessary contracts for the utilization of the assets subject to transfer.

Article 5 The price for acquisition by transfer shall be KRW 600 million.

(1) On the date designated by A (hereinafter referred to as “the date of the closing of transaction”) after the date of this contract, the transferor shall generally provide the following documents, including the following documents, to transfer the assets subject to acquisition, succession contracts, and acquisition to the transferee.

(2) On the date of transaction termination, the buyer shall pay 359,99,120 won of the down payment out of the purchase price to the bank account designated by the seller immediately in return under paragraph (1).

(3) The date the Party A designates after the closing date of transaction.