[Federal Register Volume 60, Number 2 (Wednesday, January 4, 1995)]
[Notices]
[Pages 459-464]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-96]



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[[Page 460]]

FEDERAL TRADE COMMISSION

[[File No. 951 0015]


Wright Medical Technology, Inc., et al.; Proposed Consent 
Agreement with Analysis to Aid Public Comment

agency: Federal Trade Commission.

action: Proposed consent agreement.

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summary: In settlement of alleged violations of federal law prohibiting 
unfair acts and practices and unfair methods of competition, this 
consent agreement, accepted subject to final Commission approval, would 
require, among other things, a Tennessee-based research and development 
corporation to transfer to the Mayo Foundation, the licensor of the 
implant technology to Orthomet, Inc., a complete copy of all assets 
relating to Orthomet's business of researching and developing 
orthopaedic implants for use in human hands, and would also require 
Wright Medical Technology to obtain Commission approval before 
acquiring any interest in any firm that has received, or has applied 
for, Food and Drug Administration approval to market orthopaedic hand 
implants in the United States.

dates: Comments must be received on or before March 6, 1995.

addresses: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 6th St. and Pa. Ave., N.W., Washington, D.C. 20580.

for further information contact: Richard Dagen or Benjamin Tahyar, FTC/
S-2627, Washington, D.C. 20580. (202) 326-2628 or 326-2889.

supplementary information: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and Section 2.34 of 
the Commission's Rules of Practice (16 CFR 2.34), notice is hereby 
given that the following consent agreement containing a consent order 
to cease and desist, having been filed with and accepted, subject to 
final approval, by the Commission, has been placed on the public record 
for a period of sixty (60) days. Public comment is invited. Such 
comments or views will be considered by the Commission and will be 
available for inspection and copying at its principal office in 
accordance with Section 4.9(b)(6)(ii) of the Commission's Rules of 
Practice (16 CFR 4.9(b)(6)(ii)).

Agreement Containing Consent Order

    In the Matter of Wright Medical Technology, Inc., a corporation, 
Kidd, Kamm Equity Partners, L.P., a limited partnership, Kidd, Kamm 
Investments, L.P., a limited partnership, and Kidd, Kamm 
Investments, Inc., a corporation.

    The Federal Trade Commission (``Commission''), having initiated an 
investigation of the acquisition of all the outstanding shares of 
common and convertible preferred stock of Orthomet, Inc. (``Orthomet'') 
by Wright Medical Technology, Inc. (``WMTI''), a subsidiary of Kidd, 
Kamm Equity Partners, Inc. (``KKEP''), KKEP's general partner, Kidd, 
Kamm Investments, L.P. (``KKI''), and KKI's general partner, Kidd, Kamm 
Investments, Inc. (``KKI, Inc.''), and it now appearing that WMTI, 
KKEP, KKI, and KKI, Inc., hereinafter sometimes referred to as 
``Proposed Respondents,'' are willing to enter into an Agreement 
Containing Consent Order (``Agreement'') to (i) divest and license 
certain assets, (ii) cease and desist from certain acts, and (iii) 
provide for certain other relief:
    It is hereby agreed by and between Proposed Respondents, by their 
duly authorized officers and their attorneys, and counsel for the 
Commission that:
    1. Proposed Respondent WMTI is a corporation organized, existing, 
and doing business under and by virtue of the laws of the State of 
Delaware, with its principal place of business located at 5677 Airline 
Road, Arlington, Tennessee 38002.
    2. Proposed Respondent KKEP is a limited partnership organized, 
existing, and doing business under and by virtue of the laws of the 
State of Delaware, with its principal place of business located at 
Three Pickwick Plaza, Greenwich, Connecticut 06830.
    3. Proposed Respondent KKI is a corporation organized, existing, 
and doing business under and by virtue of the laws of the State of 
Delaware, with its principal place of business located c/o Kidd, Kamm & 
Company, 9454 Wilshire Boulevard, Suite 920, Beverly Hills, California 
90212.
    4. Proposed Respondent KKI, Inc. is a corporation organized, 
existing, and doing business under and by virtue of the laws of the 
State of Delaware, with its principal place of business located at 
Kidd, Kamm & Company, 9454 Wilshire Boulevard, Suite 920, Beverly 
Hills, California 90212.
    5. Proposed Respondents admit all the jurisdictional facts set 
forth in the draft of complaint.
    6. Proposed Respondents waive:
    (a) any further procedural steps;
    (b) the requirement that the Commission's decision contain a 
statement of findings of fact and conclusions of law;
    (c) all rights to seek judicial review or otherwise to challenge or 
contest the validity of the order pursuant to this Agreement; and
    (d) any claims under the Equal Access to Justice Act.
    7. This Agreement shall not become part of the public record of the 
proceeding unless and until it is accepted by the Commission. If this 
Agreement is accepted by the Commission it, together with the draft of 
complaint contemplated thereby, will be placed on the public record for 
a period of sixty (60) days and information in respect thereto publicly 
released. The Commission thereafter may either withdraw its acceptance 
of this Agreement and so notify the Proposed Respondents, in which 
event it will take such action as it may consider appropriate, or issue 
and serve its complaint (in such form as the circumstances may require) 
and decision, in disposition of the proceeding.
    8. This Agreement is for settlement purposes only and does not 
constitute an admission by the Proposed Respondents that the law has 
been violated as alleged in the draft of complaint, or that the facts 
as alleged in the draft complaint, other than jurisdictional facts, are 
true.
    9. This Agreement contemplates that, if it is accepted by the 
Commission, and if such acceptance is not subsequently withdrawn by the 
Commission pursuant to the provisions of Section 2.34 of the 
Commission's Rules, the Commission may, without further notice to 
Proposed Respondents, (1) issue its complaint corresponding in form and 
substance with the draft of complaint and its decision containing the 
following Order to divest and license and to cease and desist in 
disposition of the proceeding, and (2) make information public with 
respect thereto. When so entered, the Order shall have the same force 
and effect and may be altered, modified, or set aside in the same 
manner and within the same time provided by statute for other orders. 
The Order shall become final upon service. Delivery by the United 
States Postal Service of the complaint and decision containing the 
agreed-to Order to Proposed Respondents' addresses as stated in this 
Agreement shall constitute service. Proposed Respondents waive any 
right they may have to any other manner of service. The complaint may 
be used in construing the terms of the Order, and no agreement, 
understanding, representation, or interpretation not contained in the 
Order or the Agreement may be used to vary or contradict the terms of 
the Order.
    10. Proposed Respondents have read the proposed complaint and Order 
contemplated hereby. Proposed Respondents understand that once the 
[[Page 461]] Order has been issued, they will be required to file one 
or more compliance reports showing they have fully complied with the 
Order. Proposed Respondents further understand that they may be liable 
for civil penalties in the amount provided by law for each violation of 
the Order after it becomes final.

Order

I.

    It is ordered that, as used in this Order, the following 
definitions shall apply:
    A. ``WMTI'' means Wright Medical Technology, Inc., its 
subsidiaries, divisions, groups and affiliates controlled by WMTI, and 
their respective directors, officers, employees, agents and 
representatives, and their respective successors and assigns.
    B. ``KKEP'' means Kidd, Kamm Equity Partners, L.P., its 
subsidiaries (including WMTI), divisions, groups and affiliates 
controlled by KKEP, and their respective general partners, directors, 
officers, employees, agents and representatives, and their respective 
successors and assigns.
    C. ``KKI'' means Kidd, Kamm Investments, L.P., its divisions, 
groups and affiliates controlled by KKI, and their respective general 
partners, directors, officers, employees, agents and representatives, 
and their respective successors and assigns.
    D. ``KKI, Inc.'' means Kidd, Kamm Investments, Inc., its 
subsidiaries, divisions, groups and affiliates controlled by KKI, Inc., 
and their respective directors, officers, employees, agents and 
representatives, and their respective successors and assigns.
    E. ``Orthomet'' means Orthomet, Inc., a corporation organized, 
existing, and doing business under and by virtue of the laws of the 
State of Minnesota, with its principal place of business located at 
6301 Cecilia Circle, Minneapolis, Minnesota 55439.
    F. ``Respondents'' mean WMTI, KKEP, KKI, and KKI, Inc.
    G. ``Commission'' means the Federal Trade Commission.
    H. ``Acquisition'' means the acquisition by WMTI of outstanding 
shares of stock of Orthomet pursuant to a cash tender offer commenced 
on October 17, 1994.
    I. ``Mayo'' means the Mayo Foundation for Medical Education and 
Research, a Minnesota Charitable Corporation, with its principal place 
of business located at 200 First Street SW, Rochester, Minnesota 55439.
    J. ``Mayo PIP Orthopaedic Finger Implant Design'' means the Mayo 
proximal interphalangeal prosthesis design together with modifications, 
enhancements, and improvements, whether or not patentable, that is the 
subject of a technology license contract between Mayo and Orthomet 
dated as of December 24, 1992.
    K. ``Mayo MCP Orthopaedic Finger Implant Design'' means the 
metacarpophalangeal prosthesis design developed as a cooperative effort 
between Mayo and Orthomet, together with modifications, enhancements, 
and improvements, whether or not patentable, that is the subject of a 
technology license contract between Mayo and Orthomet dated as of May 
1, 1993.
    L. ``Mayo CMC Orthopaedic Finger Implant Design'' means the 
carpometacarpal prosthesis design developed as a cooperative effort 
between Mayo and Orthomet, together with modifications, enhancements, 
and improvements, whether or not patentable, that is the subject of a 
technology license contract between Mayo and Orthomet dated as of May 
1, 1993.
    M. ``Licensed Inventions'' means (1) the Mayo PIP Orthopaedic 
Finger Implant Design, (2) the Mayo MCP Orthopaedic Finger Implant 
Design, and (3) the Mayo CMC Orthopaedic Finger Implant Design.
    N. ``Technology License Contracts'' means the contracts between 
Mayo and Orthomet (1) relating to the Mayo PIP Orthopaedic Finger 
Implant Design and any amendments thereto, (2) relating to the Mayo MCP 
Orthopaedic Finger Implant Design and any amendments thereto, and (3) 
relating to the Mayo CMC Orthopaedic Finger Implant Design and any 
amendments thereto.
    O. ``Orthopaedic Finger Implants'' means orthopaedic implants 
designed for use in the proximal interphalangeal joint, the 
metacarpophalangeal joint, and the carpometacarpal joint of the human 
hand.
    P. ``Orthomet/Mayo Orthopaedic Finger Implant Business'' means 
Orthomet''s or WMTI's business of researching and developing 
Orthopaedic Finger Implants for eventual commercialization based upon 
the Licensed Inventions.
    Q. ``Orthomet/Mayo Orthopaedic Finger Implant Research Assets'' 
means all tangible and intangible assets constituting or otherwise 
relating to the Orthomet/Mayo Orthopaedic Finger Implant Business, 
including but not limited to:
    1. All books, records, CAD files and other documents;
    2. All data, materials, and information relating to the Orthomet/
Mayo Orthopaedic Finger Implant Business, including, but not limited 
to, FDA approvals for Orthopaedic Finger Implants, list of clinicians, 
clinical testing, surgical techniques and protocols, surgical 
instrumentation design development, and biomechanical materials;
    3. All intellectual property, including, but not limited to, 
patents and patent applications, formulas, processes, technology, know-
how, trade secrets, manufacturing information, specifications, plans, 
drawings, designs and data, product prototypes, and other tangible 
embodiments of know-how, including, but not limited to, the technology 
and know-how required to manufacture commercially acceptable products; 
and
    4. All products testing and laboratory research data and samples, 
including, but not limited to, bench testing, wear testing, and 
materials testing.
    R. ``Orthopaedic Finger Implant Licensee'' means the party or 
parties, other than Respondents, to whom Mayo licenses the Licensed 
Inventions.
    S. ``FDA'' means the United States Food and Drug Administration.
    T. ``510(k) Application'' means an application made to the FDA 
pursuant to 21 U.S.C. Sec. 350(k), or successor provisions.
    U. ``IDE Application'' means an application made to the FDA 
pursuant to 21 C.F.R. Sec. 812.20, or successor provisions, for an 
investigational device exemption.

II.

    It is further ordered That: A. Within five (5) days after the date 
this Order becomes final, Respondents shall:
    1. Transfer to Mayo a full and complete copy of the Orthomet/Mayo 
Orthopaedic Finger Implant Research Assets;
    2. Grant Mayo a license to such assets, where applicable, with full 
right of sublicense thereunder, in perpetuity; and
    3. Make any and all such arrangements and transfers as are 
necessary to enable Mayo to license an Orthopaedic Finger Implant 
Licensee.
    B. Upon reasonable notice and request from the Orthopaedic Finger 
Implant Licensee, Respondents shall provide reasonable assistance to 
the Orthopaedic Finger Implant Licensee regarding the Orthomet/Mayo 
Orthopaedic Finger Implant Research Assets transferred pursuant to 
Paragraph II.A of this Order. Such assistance shall include 
consultation with knowledgeable employees of Respondents as the 
Orthopaedic Finger Implant Licensee's facilities or at such other place 
as is [[Page 462]] mutually satisfactory to Respondents and the 
Orthopaedic Finger Implant Licensee for a period of time sufficient to 
satisfy the Orthopaedic Finger Implant Licensee's management. However, 
Respondents shall not be required to continue providing such assistance 
for more than six (6) months. Respondents may require reimbursement 
from the Orthopaedic Finger Implant Licensee for all the actual hourly 
cost of pay and benefits for Respondents' personnel providing the 
assistance and, if travel is required, the travel cost and per diem 
subsistence incurred by Respondents in providing the assistance to the 
Orthopaedic Finger Implant Licensee.
    C. Pending the transfer (and licensing, where applicable) of 
Orthomet/Mayo Orthopaedic Finger Implant Research Assets, Respondents 
shall take such actions as are necessary to maintain the viability and 
marketability of Orthomet/Mayo Orthopaedic Finger Implant Research 
Assets and to prevent the destruction, removal, wasting, deterioration, 
or impairment of Orthomet/Mayo Orthopaedic Finger Implant Research 
Assets except for ordinary wear and tear.

III.

    It is further ordered That: A. If Respondents do not, within six 
(6) months of the date this Order becomes final, obtain the 
Commission's approval for an Orthopaedic Finger Implant Licensee 
pursuant to the procedures set forth in Sec. 2.41(f) of the 
Commission's Rules of Practice, 16 C.F.R. Sec. 2.41(f), Respondents 
shall:
    1. Take whatever steps are necessary to effect the immediate 
termination of the Technology License Contracts within five (5) days 
after the end of the six (6)-month period;
    2. After the termination of the Technology Licensee Contracts, 
refrain from entering into any agreement of any sort with Mayo relating 
to the Licensed Inventions or to the Orthomet/Mayo Orthopaedic Finger 
Implant Research Assets; and
    3. Within ten (10) days of the termination of the Technology 
License Contracts ordered in this Paragraph, divest to Mayo absolutely 
and in good faith the Orthomet/Mayo Orthopaedic Finger Implant Research 
Assets and grant Mayo, where applicable, a license to such assets with 
full right of sublicense thereunder, in perpetuity. Respondents shall 
retain no interest or rights in the Orthomet/Mayo Orthopaedic Finger 
Implant Research Assets. Mayo shall have the exclusive power and 
authority to grant a license relating to the Licensed Inventions.
    The purpose of licensing an Orthopaedic Finger Implant Licensee 
other than Respondents is to ensure the continuation of the Orthomet/
Mayo Orthopaedic Finger Implant Research Assets as an ongoing research 
project for Orthopaedic Finger Implants to be approved by the FDA for 
sale in the United States and to remedy the lessening of competition 
resulting from the Acquisition as alleged in the Commission's 
complaint.
    B. Upon reasonable notice and request from the Orthopaedic Finger 
Implant Licensee, Respondents shall provide reasonable assistance to 
the Orthopaedic Finger Implant Licensee regarding the Orthomet/Mayo 
Orthopaedic Finger Implant Research Assets divested pursuant to 
Paragraph III.A of this Order. Such assistance shall include 
consultation with knowledgeable employees of Respondents at the 
Orthopaedic Finger Implant Licensee's facilities or at such other place 
as is mutually satisfactory to Respondents and the Orthopaedic Finger 
Implant Licensee for a period of time sufficient to satisfy the 
Orthopaedic Finger Implant Licensee's management. However, Respondents 
shall not be required to continue providing such assistance for more 
than six (6) months. Respondents may require reimbursement from the 
Orthopaedic Finger Implant Licensee for all the actual hourly cost of 
pay and benefits for Respondents' personnel providing the assistance, 
and, if travel is required, the travel cost and per diem subsistence 
incurred by Respondents in providing the assistance to the Orthopaedic 
Finger Implant Licensee.

IV.

    It is further ordered That Respondents shall not without the prior 
approval of the Commission, directly or indirectly, through 
subsidiaries, partnerships, or otherwise:
    A. For a period of ten (10) years from the date this Order becomes 
final, acquire more than 1% of the stock, share capital, equity, or 
other interest in any concern, corporate or non-corporate, that (1) has 
filed a 510(k) Application or IDE Application relating to Orthopaedic 
Finger Implants or, within two (2) years prior to any such proposed 
acquisition, has announced publicly its intention to submit either of 
such applications, or (2) has received FDA approval relating to 
Orthopaedic Finger Implants.
    B. For a period of ten (10) years from the date this Order becomes 
final, acquire any assets (including, but not limited to, any 
technology, know-how, and other intellectual property) that relate to 
Orthopaedic Finger Implants (1) for which a 510(k) Application or IDE 
Application has been filed or for which the intention to file such 
applications has been publicly announced within two (2) years prior to 
any such proposed acquisition, or (2) for which FDA approval has been 
received. The foregoing prohibition shall not apply to (i) the 
acquisition of materials, supplies, inventory, testing equipment or 
manufacturing equipment in the ordinary course of business, or (ii) the 
acquisition of product evaluations and product testing and laboratory 
research data (relating to Orthopaedic Finger Implants owned by 
Respondents), including, but not limited to, bench testing, wear 
testing and materials testing, from outside laboratories, outside 
testing facilities or other third parties, in the ordinary course of 
Respondents' business.
    C. For a period of ten (10) years from the date the Technology 
License Contracts are terminated pursuant to Paragraph III.A of this 
Order, enter into any agreement with Mayo relating to Orthopaedic 
Finger Implants.

V.

    It is further ordered That,
    A. Within sixty (60) days after the date this Order becomes final 
and every sixty (60) days thereafter until Respondents have fully 
complied with the provisions of Paragraphs II and III of this Order, 
Respondents shall submit to the Commission a verified written report 
setting forth in detail the manner and form in which they intend to 
comply, are complying, and have complied with Paragraphs II and III of 
this Order. Respondents shall include in their compliance reports, 
among other things that are required from time to time, a full 
description of the efforts being made to comply with these Paragraphs 
of this Order, including a description of all substantive contacts or 
negotiations undertaken by Respondents, and assistance offered by 
Respondents to Mayo for accomplishing the provision (and licensing, 
where applicable) of Orthomet/Mayo Orthopaedic Finger Implant Research 
Assets required by this Order, including the identity of all parties 
contacted by Respondents. Respondents shall include in their compliance 
reports copies of all written communications to and from such parties, 
all internal memoranda, and all reports and recommendations concerning 
the requirements of Paragraphs II and III of this Order.
    B. One (1) year from the date this Order becomes final, annually 
for the next nine (9) years on the anniversary of the date this Order 
becomes final, and [[Page 463]] at other times the Commission may 
require, Respondents shall file with the Commission verified written 
reports setting forth in detail the manner and form in which they have 
complied and are complying with Paragraph IV of this Order.

VI.

    It is further Ordered That, for the purpose of determining or 
securing compliance with this Order, Respondents shall permit any duly 
authorized representatives of the Commission:
    A. Access, during office hours and in the presence of counsel, to 
inspect and copy all books, ledgers, accounts, correspondence, 
memoranda and other records and documents in the possession or under 
the control of Respondents, relating to any matters contained in this 
consent order; and
    B. Upon five (5) days' notice to Respondents, and without restraint 
or interference from Respondents, to interview officers of employees of 
Respondents.

VII.

    It is further Ordered That Respondents shall notify the Commission 
at least thirty (30) days prior to any proposed change in Respondents 
such as dissolution, assignment, sale resulting in the emergence of a 
successor, or the creation or dissolution of subsidiaries or any other 
change that may affect compliance obligations arising out of the Order.

VIII.

    It is further ordered That, notwithstanding any other provision of 
this Order, this Order shall terminate twenty (20) years from the date 
this Order becomes final.

Analysis of Proposed Consent Order to Aid Public Comment

    The Federal Trade Commission (``Commission'') has accepted 
provisionally an agreement containing a proposed Consent Order from 
Wright Medical Technology, Inc. (``Wright''), a subsidiary of Kidd, 
Kamm Equity Partners, L.P. (``KKEP''), a limited partnership, KKEP's 
general partner, Kidd, Kamm Investments, LP (``KKI''), and KKI's 
general partner, Kidd, Kamm Investments, Inc. (collectively, the 
``Respondents''), under which Respondents would transfer and license 
certain assets relating to orthopaedic finger implants as well as cease 
and desist from certain acts.
    The proposed Consent Order has been placed on the public record for 
sixty (60) days for reception of comments by interested people. 
Comments received during this period will become part of the public 
record. After sixty (60) days the Commission will again review the 
agreement and the comments received and will decide whether it should 
withdraw from the agreement or make final the agreement's proposed 
Order.
    On October 17, 1994, Respondents commenced a cash tender offer to 
acquire substantially all of the outstanding shares of common and 
convertible preferred stock issued by Orthomet, Inc. (``Orthomet''). 
The proposed complaint alleges that the proposed acquisition, if 
consummated, would constitute a violation of Section 7 of the Clayton 
Act, as amended, 15 U.S.C. Sec. 45 in the market for the sale of 
orthopaedic implants used or intended for use in the human hand 
approved by the United States Food and Drug Administration (``FDA'') 
and in the market for the research and development of such orthopaedic 
implants.
    For the past several years, Orthomet has been the exclusive 
licensee of the Mayo Foundation for Medical Education and Research 
(``Mayo Foundation'') relating to certain orthopaedic joint implants 
used or intended for use in the human hand originally designed by 
orthopaedic surgeons working at the Mayo Foundation. During that period 
Orthomet worked alongside the Mayo Foundation to develop and refine the 
Mayo Foundation's original design with a goal towards eventual 
commercialization. As a result of the proposed acquisition, the 
exclusive license agreements between Orthomet and the Mayo Foundation 
relating to the orthopaedic implants, which have since been made non-
exclusive, would be assigned to Wright.
    The proposed Consent Order provides that within five (5) days of 
the Order becoming final, Respondents shall transfer to the Mayo 
Foundation a complete copy of all assets relating to Orthomet's 
business of researching and developing orthopaedic implants used or 
intended for use in the human hand and, where applicable, grant to the 
Mayo Foundation a license to such assets with full rights of sublicense 
in perpetuity. The proposed Consent Order is intended to free the Mayo 
Foundation to find another non-exclusive licensee, in addition to 
Wright, to develop for eventual commercialization orthopaedic implants 
used or intended for use in the human hand.
    In the event that the Mayo Foundation has not found another non-
exclusive licensee acceptable to the Commission within six (6) months 
of the date the proposed Consent Order becomes final, Respondents shall 
take whatever steps are necessary to terminate the license agreements 
between the Mayo Foundation and Wright relating to orthopaedic implants 
used or intended for use in the human hand and divest to the Mayo 
Foundation all assets relating to Orthomet's business of researching 
the developing orthopaedic implants used or intended for use in the 
human hand. The Mayo foundation shall then be free to license, whether 
exclusively or non-exclusively, any firm other than Respondents to 
develop for eventual commercialization orthopaedic implants used or 
intended for use in the human hand.
    Under the provisions of the Order, Respondents are also required to 
provide to the Commission a report of their compliance with the 
transfer and divestiture provisions of the Order within sixty (60) days 
following the date this Order becomes final, and every sixty (60) days 
thereafter until Respondents have either transferred or completely 
divested all assets relating to Orthomet's business of researching and 
developing orthopaedic implants used or intended for use in the human 
hand. The proposed Order will also require Respondents to cease and 
desist for ten (10) years from acquiring, without Federal Trade 
Commission approval, any interest in any firm that either has received 
FDA approval to market orthopaedic implants used or intended for use in 
the human hand in the United States or has filed a 510(k) or 
investigational device exemption (``IDE'') application for approval 
from the FDA or has publicly announced its intention to do so. The 
proposed Order also requires the Respondents, for ten years, to seek 
Federal Trade Commission approval before acquiring any assets relating 
to market orthopaedic implants used or intended for use in the human 
hand for which a 510(k) or IDE application has been filed or for which 
the intention to file such applications has been publicly announced, or 
for which FDA approval has been received. Finally, in the event that 
Respondents are required to terminate their license agreements with the 
Mayo Foundation, the proposed Order will also prohibit Respondents for 
ten (10) years from entering into any agreement with the Mayo 
Foundation relating to orthopaedic implants used or intended for use in 
the human hand, without Federal Trade Commission approval. One year 
from the date the Order becomes final and annually thereafter for nine 
(9) years, Respondents will be required to provide [[Page 464]] to the 
Commission a report of their compliance with the cease and desist 
provisions of the proposed Order.
    The purpose of this analysis is to facilitate public comment on the 
proposed Order, and it is not intended to constitute an official 
interpretation of the agreement and proposed Order or to modify in any 
way their terms.
Benjamin I. Berman,
Acting Secretary.
[FR Doc. 95-96 Filed 1-3-95; 8:45 am]
BILLING CODE 6750-01-M