ITEM 1.01 Entry into a Material Definitive Agreement.

ARTISTdirect, Inc. (the "Company") and its wholly owned subsidiary, MediaDefender, Inc. ("MDI"), entered into an Asset Purchase Agreement dated as of March 30, 2009 (the "Purchase Agreement") pursuant to which the Company through MDI agreed to purchase from SafeNet, Inc. ("SNI") and MediaSentry, Inc. (together the "Sellers"), substantially all the assets of the MediaSentry operating unit (the "Acquired Assets"). In connection with the acquisition, MDI acquired the receivables, equipment and intellectual property of MediaSentry as well as assumed substantially all the employees, offices and client contracts relating to MediaSentry.

The MediaSentry unit provides (a) comprehensive business and marketing intelligence services for digital media measurement and (b) services to globally detect, track and deter the unauthorized distribution of digital content. The purchase price of the Acquired Assets was $936,000 consisting of $136,000 in cash and a $800,000 one-year promissory note of the Company (the "Note").

ITEM 2.01 Completion of Acquisition or Disposition of Assets

Reference is made to Item 1.01 which is incorporated herein by reference. The acquisition of the Acquired Assets was consummated on March 30, 2009.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to Item 1.01 which is incorporated herein by reference. On March 30, 2009, the Company issued the Note to the Sellers.

ITEM 9.01 Financial Statements and Exhibits

(b) Exhibits

10.1 Asset Purchase Agreement dated as of March 30, 2009 among the Company, MDI and the Sellers.

10.2 Promissory Note dated March 30, 2009 of the Company.

99.1 Press Release relating to the acquisition of the Acquired Assets.

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