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Advised that both scenarios would be viewed as an acquisition of the assets of the partnership by Partner 2. N. Ovuka concurs.

Agree note that the fair market valuation is of the underlying assets, not the membership interests.

Agree. N. Ovuka concurs.

Advised writer by telephone that transaction is not reportable. RS and PS concur.

None noted

This agrees with our discussions with CUNA representatives and counsel in various meetings. N. Ovuka concurs.

I concur. Called (redacted) and (redacted)

Agree the size-of-transaction is less than $50 MM. See attached. N. Ovuka concurs.

Advised that an allocation of the value of worldwide license rights must be made to determine the value of that portion that relates to the U.S. Only the value of the U.S. portion would count toward...

None noted

Agree. Discussed with NO & MV and they agree.

Agree this can be exempted under 7(A)(c)(1)

I agree that this appears to be a reasonable approach.

Advised that with the one exception noted above, agreed that the demerger is exempt under 802.30 and 7A(c)(10). N. Ovuka concurs.

Beneficial ownership of the underlying IP does not appear to pass to the licensee under this arrangement. Advised that no filing is required. N. Ovuka concurs.

Title and risk of loss pass outside of U.S. This does not constitute sales into U.S. N. Ovuka concurs.