UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

Office of the Secretary

September 6, 1996

Mr. Jeremy A. W. Strachan
Glaxo plc
Landsdowne House
Berkeley Square
London W1X 6BQ
England

Re: Glaxo plc
Docket No. C-3586

Dear Mr. Strachan:

By letter dated July 24, 1995, the Federal Trade Commission ("Commission") notified Glaxo plc ("Glaxo") that the Commission had approved Derek J. Schafer as trustee pursuant to the Decision and Order ("Order") in the referenced matter. Mr. Schafer was appointed trustee pursuant to Order ¶ III.A., which describes the trustee's duties and authority with respect to the required divestiture of Wellcome's 311C90 Assets ("Assets"). Order ¶ III.A.3. provides that the trustee shall serve until either the acquirer has filed for FDA approval to manufacture and sell a product based on the Assets, the trustee determines that the acquirer has abandoned efforts to obtain FDA approval to manufacture and sell a product based on the Assets, or the trustee determines that the acquirer has failed to exercise reasonable diligence toward obtaining FDA approval to manufacture and sell a product based on the Assets. See Order ¶ III.A.3.(a-c). This paragraph further provides that the trustee's service shall not continue for more than two (2) years following the divestiture required by the Order. Id. Order ¶ III.A.8. permits the Commission, on its own initiative or at the trustee's request, to "issue such additional orders or directions as may be necessary or appropriate to accomplish the requirements of this Order."

On March 12, 1996, Glaxo filed its Application for Approval of Divestiture of Wellcome's 311C90 Assets to Zeneca Limited ("Application"). By letter dated September 6, 1996, the Commission notified Glaxo that the Commission had approved the proposed divestiture of the Assets to Zeneca Limited.

The Commission has determined that an extension of the term of service of the trustee is necessary to achieve the purposes of the Order. Accordingly, pursuant to Order ¶ III.A.8., the Commission hereby directs that the term of service of the trustee be extended until such time as Zeneca receives FDA approval to manufacture and sell 311C90, unless the trustee otherwise determines that one of the conditions described in Paragraph III.A.3.(b) or (c) of the Order has occurred. The Commission further directs that Glaxo modify all relevant agreements to reflect this directive.

By direction of the Commission.

Donald S. Clark
Secretary

cc: Charles E. Koob, Esq.
Simpson, Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954