0702018 Informal Interpretation

From:(redacted)

Sent:Thursday, February 22, 2007 2:08 PM

To:Verne, B. Michael

Subject:HSR Question re: Licensing Transaction

Mike,

Wespoke last October about a licensing transaction in which the grantor retained U.S.manufacturing rights but could not sell the products that it manufactured inthe U.S. You confirmed that this would not constitute an exclusive license forHSR purposes because the grantor had retained manufacturing rights in the United States.

Ihave another transaction with nearly identical facts and wanted to confirm withyou that the PNO's position has not changed. The facts are described below:

Company X will in-license technology and will receiveU.S. rights to develop, use, make, have made, offer for sale, sell, import, market,distribute and promote certain technology of Company Y, including patent rightsand know how.

Company Y will retain the non-exclusiveright to manufacture and/or have manufactured the compound in the U.S. for usein certain research or development programs, and/or for sale and/or use solelyin a territory outside of the U.S.

Company Y will also retain the right to co-developand co-promote the products that contain the licensed compound.

Iwould appreciate if you would confirm that this license would not be considered"exclusive" for HSR purposes and thus no HSR filing would berequired.