0710004 Informal Interpretation

From:(redacted)

Sent: Friday, October 05, 2007 1:42 PM

To: Verne, B. Michael

Subject: RE: Emailing: 0510015.htm

Mike,

Justto confirm, our client proposes to acquire an "exclusive" license forthe over-the-counter (OTC) rights to a product that is currently available byprescription. The grantor will retain all rights to the underlying IP for itsprescription product. The grantee will not receive any rights to theprescription product. We concluded that because the underlying IP is the samefor both the OTC and the prescription products, the grantee has not acquired an"exclusive license," as that term is used for HSR purposes.Therefore, an HSR filing is not required for this transaction.

Please let me know if I have misstated anything.