0709018 Informal Interpretation

From:(redacted)

Sent:Wednesday, September 26, 2007 11:50 AM

To:Verne, B. Michael

Subject:HSR Question

Mike-

Aclient is proposing to take enter into an agreement that is characterized as anexclusive patent license. The license conveys the full panoply of exclusiverights (make, use, sell), but it is not exclusive within what one wouldnormally call a "field of use." Rather, the client's exclusive rightswill be to make for and sell to certain types of customers, while the licensorwill retain the right to make for and sell to other types of customers.

Notwithstandingthe characterization as an exclusive license and the provision that my clientwill have an exclusive right to make product for certain types of customers,this seems to me to be for HSR purposes an exclusive distribution agreementthat would not be reportable, rather than an exclusive license that couldtrigger an HSR filing obligation (assuming that other thresholds were met).