Rule(s):	802.50
Staff:	Michael Verne
Response / Comments:	1)  A co-exclusive license where the licensor retains rights to the IP is not considered by the PNO to be an exclusive license. 2)  An exclusive license for a geographic area outside of the US is considered an asset located outside of the US for purposes of 802.51(a) – (Note:  Soon will be 802.50).
	Original Image File

From: [redacted]
To: mverne@ftc.gov
Date: 3/6/02
Subject: Intellectual property

Hi – I have a transaction where pursuant to a License Development and Commercialization Agreement, Company A ( a US company) will transfer the following to Company B (a Japanese Company):

1.  A co-exclusive license, without the right to sublicense to a third party.  The license rights granted are limited to the research, development and commercialization of the licensed products(s) undertaken jointly by A and B.

2.  An exclusive license limited to a limited geographic area (Asia).

Questions:

1.  Does the PNO view a co-exclusive license as an asset under these circumstances?

2.  Because B is a foreign company and the exclusive license is limited to a foreign jurisdiction would that part of the transaction be exempt under 802.51?

I would be most grateful for your guidance.  Thank you.