1112003 Informal Interpretation

Michael Verne

– Agree – Notification reportable. K Walsh concurs.


From: (Redacted)
Sent: Thursday, December 08, 20114:18 PM
To: Verne, B.Michael
Subject: Assignment of IP Rights

Dear Mike. I trust all iswell. We wanted to confirm our analysis with respect to the treatment ofintellectual property ("IP") rights in the fact pattern below.

1. Party A and B (eachsatisfies the size of persons threshold) are entering into a Joint DevelopmentProgram Agreement ("Development Agreement") to pool their resourcesfor the purpose of performing research and development of a certain new Device,which is different in interface and performance characteristics than anythingcurrently existing on the market.

The parties will dividethe IP associated with the device along certain lines that roughly accord withthe future technology, R&D and business interests of each party. Each ofParty A and B will assign to the other all of its right, title and interest in(a) certain existing IP of the party related to the Device and (b) anyfuture IP jointly developed by the parties under the Development Agreement(with Party A assigning to B jointly developed process technology IP, and Bassigning to jointly developed design IP). However, each of Party A and B willcontinue to have the right to manufacture the Device. We could not find anyinformal opinion on point, but we believe that as each party will retain theright to manufacture the Device, the transaction should be treated as analogousto an exclusive license where the licensor retain the right to manufacture, andthus not an HSR reportable transaction.

2. The DevelopmentAgreement also provides that each of Party A and B will provide the other witha nonexclusive rights to certain IP, inclusive of the existing and futureIP covered in (a) and (b), including the right to manufacture the Device. Ofcourse this license is not reportable as the license is not exclusive and eachparty will have the right to manufacture the Device.

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