0610002 Informal Interpretation

From:(redacted)

Sent:Monday, October 02, 2006 2:44 PM

To:Verne, B. Michael

Subject:Applicability of the HSR Act to a trademark license with limitedexclusivity

Dear Mike,

Thankyou, as always, for taking the time to discuss the applicability of theHart-Scott-Rodino Antitrust Improvements Act (HSR Act). I am writing to confirmour telephone conversation of today (October 2, 2006).

Aswe discussed, this issue arises within the context of a proposed distributionarrangement for a food and beverage product. The product is distributed throughmultiple, distinct channels. In connection with the distribution arrangement,the Licensee will receive a trademark license that is exclusive but only in onesuch channel.

Basedon this scenario, you concurred with our analysis that such a limited,exclusive trademark license is not sufficiently "exclusive" under theHSR Act to constitute an asset acquisition. Therefore, it is outside of thescope of the HSR Act (without regard to value), and the parties would not berequired to file HSR notifications.

Pleasedo not hesitate to contact me if this does not accurately reflect ourdiscussion, or if you have any questions. And thanks again.