8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2010

CYBERDEFENDER CORPORATION

(Exact name of registrant as specified in its charter)

California		333-138430	65-1205833
(State or other jurisdiction		(Commission	(IRS Employer
of incorporation)		File Number)	Identification No.)
617 West 7th Street, Suite 1000, Los Angeles, California			90017
			(Zip Code)
Registrant’s telephone number, including area code:			(213) 689-8631
	Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On April 1, 2010, CyberDefender Corporation (the “Company”) and GR Match, LLC (“GRM”), an affiliate of Guthy-Renker LLC, entered into a License Agreement (the “License Agreement”) whereby the Company granted to GRM an exclusive royalty-bearing license to market, sell and distribute, in the United States through retail channels of distribution (such as retail stores, online retail storefronts, kiosks, counters and other similar retail channels) and television shopping channels (such as QVC and Home Shopping Network), and in certain foreign countries through retail channels, television shopping channels, direct response television and radio, and Internet websites associated with such marketing channels (other than www.cyberdefender.com), the Company’s line of antivirus and Internet security products or services (the “License”).  GRM is an existing security holder of the Company which holds shares of common stock and vested warrants constituting, in the aggregate, approximately 17% of the Company’s outstanding fully-diluted common stock, calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934.  Additionally, Bennet Van de Bunt, a member of the Company’s board of directors, is the Manager of GRM and an affiliate Guthy-Renker LLC.

In consideration of the License, GRM will pay royalties to the Company on a product-by-product basis for each annual subscription and each annual renewal by end users of the products covered by the License Agreement.  The royalties will be paid on a quarterly basis.  Upon the achievement of certain milestones or conditions in the License Agreement, GRM will make annual advances of royalties to the Company in the amount of $250,000 per year.  If GRM fails to pay an annual advance when due, and if certain other conditions are met, the License shall become non-exclusive.

The License Agreement provides that GRM and the Company will share costs associated with localizing products and related material to comport to the language, laws and/or customs of foreign countries, subject to certain caps on GRM’s expenses with respect to such localization efforts.

Under the License Agreement, the Company will provide customer service and all product and technical support services to end users of the products in the United States and will retain all revenue from such services.  Additionally, with respect to each foreign country in which GRM markets the products, the Company will have the right to provide customer service and all product and technical support services to end users of the products in such foreign country.  If the Company chooses not to provide such services in such foreign country, GRM may designate a third party to provide such services.

The License Agreement also provides that, after certain conditions are met, the Company has the right to buy back and terminate the License (and the related rights of GRM) as it relates to the territory of United States (the “Domestic Buy-Out Right”) and/or to the collective territories outside of the United States (the “International Buy-Out Right”).  The price to be paid by the Company in connection with the Domestic Buy-Out Right or International Buy-Out Right, as applicable, will be based on a combination of factors, including (i) the annualized gross revenue earned by GRM in connection with the sale and distribution of products in the applicable territory being “bought out” by the Company (the “Annualized Gross Revenue”), (ii) the enterprise value of the Company, (iii) the gross revenue of the Company for the 12 months preceding its exercise of such buy-out right and/or (iv) the fair market value of GRM’s rights under the License Agreement (with respect to the territory being “bought out” by the Company).   In no case, however, will the buy-out price be less than (a) 1.5 times the Annualized Gross Revenue, if the applicable buy-out right is exercised within one year of such right becoming exercisable, or (b) 3.0 times the Annualized Gross Revenue, if the applicable buy-out right is exercised at any time after the one-year anniversary of such right becoming exercisable.  The buy-out price will be payable in cash or in shares of the Company’s common stock, or any combination thereof, at GRM’s discretion.

The License Agreement includes standard representations and warranties from the Company, including that the Company’s intellectual property associated with the licensed products is valid and does not infringe any third party’s intellectual property.  Each of the Company and GRM has agreed to indemnify the other for any losses attributed to, among other things, breaches by the indemnifying party of its representation, warranties or covenants in the License Agreement.

The License Agreement may be terminated by mutual consent of the parties.  The License Agreement may also be terminated by either party upon a default of the other party under the License Agreement that remains uncured for 30 days following notice of such default.  Additionally, GRM may terminate the License Agreement at any time for convenience, provided that GRM may not market any antivirus or Internet security products or services that compete with the Company’s products or services in the distribution channels covered by the License Agreement for one year following such a termination for convenience.  Upon the termination of the License Agreement, the License shall terminate, provided that GRM shall be able to sell product inventory and fill product orders for 150 days following termination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release

SIGNATURE

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 hereunto duly authorized.

Date: April 7, 2010
		CYBERDEFENDER CORPORATION
	By:	/s/ Gary Guseinov
		Gary Guseinov
		Chief Executive Officer

EX-99.1

CyberDefender Announces International Licensing Agreement with Guthy-Renker® Affiliate

Distribution Rights to Include 28 Foreign Countries, Domestic Retail Distribution and Domestic Home Shopping Channels

LOS ANGELES – April 7, 2010 -- CyberDefender Corporation (OTCBB: CYDE), an award-winning provider of PC security, antispyware/antivirus software, PC optimization, PC support, and identity theft prevention solutions, today announced an expansion of its existing strategic relationship with leading direct marketing firm GR Match, LLC (GR Match), an affiliate of Guthy-Renker LLC, to include a license agreement granting GR Match certain international and domestic distribution rights.  Under the terms of the agreement, CyberDefender has granted GR Match exclusive distribution rights to market CyberDefender’s line of antivirus and Internet security products in certain domestic and international distribution channels and CyberDefender will receive a royalty on a product-by-product basis for each annual subscription and each annual renewal by end users of the products or services specified in the license agreement.

The international licensing and distribution portion of the agreement grants GR Match the exclusive right to market CyberDefender’s line of antivirus and Internet security products or services through direct response television and radio channels, television shopping channels, retail sales channels and Internet websites associated with such marketing channels (other than www.cyberdefender.com) in the following 28 countries: Australia, Canada, China (including Hong Kong), India, Japan, New Zealand, Russia, Taiwan, Andorra, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Italy, Liechtenstein, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

The domestic licensing and distribution portion of the agreement grants GR Match the exclusive right to market CyberDefender’s line of antivirus and Internet security products or services through television shopping channels and retail sales channels in the United States.

“Following on the heels of our very successful domestic media and marketing relationship with GR Match, we are pleased to be able to leverage Guthy-Renker’s powerful international sales and distribution channels in 28 countries. In addition, this agreement will augment our domestic retail marketing initiatives,“ said CyberDefender CEO Gary Guseinov. “We believe that now is the optimal time to capitalize on the growing international market for consumer Internet security software, products and services and we expect that licensing our products for international distribution will enable us to capitalize on these opportunities quickly without making a major financial investment.”

“We believe in the potential of CyberDefender’s value-added suite of products and see that there is an opportunity to market CyberDefender’s line of antivirus and Internet security products on international basis. We are excited to work with CyberDefender to grow its international footprint as well as expand its market in the U.S.,” said Co-CEO of Guthy-Renker, Ben Van de Bunt.   Van de Bunt is also a member of the Board of Directors of CyberDefender.

ABOUT CYBERDEFENDER

Based in Los Angeles, California, CyberDefender Corporation (CYDE) is a provider of Internet security technology for the consumer market. With more than 6 million active users of its proprietary patent pending Collaborative Internet Security Network (or the earlyNETWORK), CyberDefender is an industry leader. CyberDefender’s earlyNETWORK is designed to address the “zero hour gap,” which effectively reduces the risks associated with new and emerging Internet threats. By utilizing a proprietary secure peer-to-peer network, CyberDefender delivers protection to the end user faster than the traditional client-server or cloud methods. CyberDefender develops and markets PC desktop security utilities in the following categories: antispyware, antivirus, and PC optimization. In addition, CyberDefender offers the following services: identity protection and remote PC repair and optimization services. CyberDefender products are fully compatible with Microsoft's XP, Vista, and 7 Operating systems and are available at http://www.cyberdefender.com.

ABOUT GUTHY-RENKER

Guthy-Renker is one of the largest and most respected direct marketing companies in the world, with distribution of its consumer products in 61 countries. Since 1988, Guthy-Renker has discovered and developed dozens of well-loved, high quality consumer products in the beauty, skincare, entertainment and wellness categories. Known for moving, award-winning productions and marketing campaigns featuring some of today's biggest stars, Guthy-Renker has been credited with transforming the broadcast direct marketing industry.

Co-Founders and Co-Chairmen Bill Guthy and Greg Renker have set industry standards for trust, integrity and best practices and have been invited to testify before US regulators to help shape industry governing policies. Greg Renker, a founding member of the Electronic Retailing Association, was elected the first chairmen of the Executive Committee and Board of Directors of the organization, for which he now serves as Chairman Emeritus.

Guthy-Renker has a superior track record of customer satisfaction for more than 20 years. Its direct to consumer model allows consumers to purchase products at a guaranteed low monthly price with generous extended return policies.

FORWARD LOOKING STATEMENTS

Statements in this press release that are not statements of historical or current fact, constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause CyberDefender's actual results to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The forward-looking statements contained herein are subject generally to risks and uncertainties that are described from time to time in CyberDefender's reports and registration statements filed with the Securities and Exchange Commission, which are available for review at http://www.sec.gov/.

Public Relations:

Kim Uberti

The Bohle Company

(310) 785 - 0515 Ext. 101

kim@bohle.com

Investor Relations:

Marie Dagresto

Caye Partners

(310) 571 – 8205

cyde@cayepartners.com

ir site: www.cyberdefendercorp.com