0704015 Informal Interpretation

- Original Message-----

From: (redacted)

Sent: Friday, April 20, 2007 1:11 PM

To: Verne, B. Michael

Subject: HSR Question

Mike -

I wanted to confirm my understandingof the operation of the HSR rules in the context of the acquisition of IPrights:

-Theacquisition of a license is not reportable, even if denominated an exclusivelicense, if the licensor retains a right (or simultaneously receives a licenseback) to practice the patent in all fields of use.

-However,the acquisition of a patent is reportable, even if the acquisition is subjectto a license back to the seller that gives the seller a license to practice thepatent in all fields of use.

- Based on the bullets above, I alsoassume that it doesn't matter to the analysis whether we're talking about alicense back to the seller or getting patent rights subject to pre-existinglicenses to others. In other words, the acquisition of a license to a patentwhere the licensor has granted other licenses is nonreportable, even if thelicensor does not keep the right to practice the patent. And the acquisition ofa patent itself is reportable, even if the patent is acquired subject to thepre-existing grant of licenses to third parties.

Please let me know if I've got thiswrong.