Skip to main content
Michael Verne
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).


From: [redacted]
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).


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.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

Learn more about Informal Interpretations.