0704016 Informal Interpretation

From: (redacted)

Sent: Wednesday, April 25, 2007 6:23 PM

To: Verne, B. Michael

Subject: RE: HSR Question

Thank you, Mike,for your help on this. One follow-up question if I can.

Assume that a firm obtains anonexclusive IP license (that is not reportable under the HSR Act) as well asan option to later acquire the patent. I understand it, the HSR analysis of thelater acquisition of the patent would look only to consideration paid for theactual acquisition, rather than aggregating the amount previously paid for thenonexclusive license, because that nonexclusive license is not considered anasset for HSR purposes.

In this case please assume that the transaction is notdesigned as a device in avoidance. Rather, the nonexclusive licensee wouldexercise the option to acquire the patent only if necessary to avoid anydispute with third parties regarding its rights to enforce the patent.