0612003 Informal Interpretation

From:(redacted)

Sent:Monday, December 04, 2006 11:16 AM

To:Verne, B. Michael

Subject:Exclusive License Question

Mike- just to follow up on my voice mail (you can respond either way that is most convenientto you):

Myclient is licensing a compound that is a delivery vehicle for other potentialdrugs. Grantor grants grantee the rights to the delivery vehicle compound("licensed compound") for certain uses, but the grantor retains therights to manufacture the licensed compound. Grantee acquires only theexclusive right to manufacture the end product, which will be a combination ofthe licensed compound and its own drugs. We concluded that the grantor'sretention of manufacturing rights for the licensed compound renders theagreement to be nonexclusive under HSR rules and informal interpretations and,thus, there is no reportable asset acquisition.