0603021 Informal Interpretation

us-ftc-hsr-informal-interpretations-d5174dee8c1400f4389eeddb3a0d15520603021 Informal InterpretationGuidance

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Date
Rule
801.2
Staff
Michael Verne
Response/Comments
I don't see anything reportable here. There is no entity being formed to hold the cash and IP, only entering into a contractual arrangement. The only other possibility of a reportable transaction would be if one party was giving the other party exclusive rights to use its IP. In this arrangement, the IP becomes co-exclusive to both parties. M. Bruno & N. Ovuka concur.

Question

From: (redacted)

Sent: Thursday,March 23, 2006 10:18 AM

To: Verne,B. Michael

Subject: Applicabilityof new rules to contract joint ventures.

I have a client with apotential collaboration agreement that does not involve the creation of a newentity, but contractual obligates one party to contribute cash up front, andmore down the road if milestones are reached, along with some lP and its commercializationand marketing expertise. Other party contributes the primary IP which itcontinues to develop. No exclusive rights to IP are transferred, altho rightsto some become co-exclusive. Profits shared 50/50. Assuming the money or valueof assets contributed exceeds the size threshold (and the contributing partymeets the size of person threshold), it is unclear to me whether a filing isrequired under the rules concerning unincorporated "entities."


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