0712011 Informal Interpretation

From:(redacted)

Sent:Tuesday, December 18, 2007 8:45 PM

To:Verne, B. Michael

Subject:License question

Hi,Mike -

Wouldyou mind giving your thoughts on the following:

CompanyA will license to Company B certain technology and intellectual property rightswith respect to several pharmaceutical products (the "LicensedProducts") for a three year period in the U.S. The license purports to bean "exclusive" license; however, Company A retains the right tomanufacture the Licensed Products for sale to Company B or resale outside ofthe U.S. At the end of three years, Company B will have the option to purchaseCompany A's title and interest in and to the NDAs, ANDAs, trademarks and otherassets related to the Licensed Products, including obtaining manufacturing rightsto such products. Do you agree that the initial license is non-exclusive forHSR purposes and will not be deemed to be the transfer of an asset due to thefact that Company A retains manufacturing rights? Do you further agree that anHSR filing may be triggered in three years time if Company B decides toexercise the option to purchase the Licensed Products (such HSR filing to bemade prior to Company B obtaining beneficial ownership of such products,assuming the jurisdictional thresholds of the HSR Act are met)?