0002004 Informal Interpretation

[redacted]

February 8, 2000

Michael Verne, Esq.

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Room H-314, Drop H-316

Washington, D.C. 20580

Re:Reportability of an Acquisition of Intellectual Property in which a State retains the right to the License of Intellectual Property

Dear Mike:

This letter is to confirm our telephone discussion of February 2, 2000. If any of the information set out below is not correct please let me know as soon as possible.

Company X is the exclusive licensee of intellectual property developed by Y state university. Y state retains the right to use the intellectual property for its owns purposes. However, in the past it has generally failed to exercise such rights [Note: The is no need for Y to exercise the rights it has retained or even to have the intention to exercise the rights. The fact that it has retained the assets makes this a non-exclusive license. B. Michael Verne. N.Ovuka agrees.]. Company X intends to contribute the license in connection with the formation of an L.L.C. It is my understanding that because of the retention by Y state of the right to use the intellectual property, the Premerger Notification Office ("PNO") views such as a license to be HSR exempt [Note: A non-exclusive license is not exempt, it is not an asset.] and its should be valued in determining whether the L.L.C. formation is reportable.

Again, if I have misstated the facts or the views of the PNO, please contact me as soon as possible.

Yours truly yours,

[redacted]