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Date
Rule
801.40, 802.51
Staff
Michael Verne
Response/Comments
This is exempt under 802.51. The license to use the technology in Korea is a foreign assets with no sales into the US. The JV is cash.

Question

From: (redacted)
Sent: Tuesday, February 15, 2005 9:14 AM
To: Verne,B. Michael
Cc: (redacted)
Subject: HSR Guidance

Hi Mike - I amhoping for your guidance on the following fact pattern:

Company A (a U.S. issuer) and Company B (a Korean company) propose to form aJoint Venture in Korea. (It has not yet been decided whetherthe JV will be a corporation, LLP or Partnership) Company A will contributecash and a technology license to the JV. Company B will contribute just cash.It is my understanding that the license has "territorial exclusivity.In other words, the JV will be the only entity able to use the technology inKorea, and Company A will remain free to use the technology in the US and to license it to others (except for use in Korea). Please assume that the size of parties and size oftransaction tests are met under 801.40 (c) and (d)).

Can you pleaseconfirm that there will be no HSR filing obligations since no"assets" will be transferred.

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.

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