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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA . ) UNITED STATES OF AMERICA, ) . ) Civil ActionNo. Plaintiff, : (Antitrust) Ua 1419 ) v ) Filed: ) ‘THE THOMSON CORPORATION, 5 Entered: October 30, a HARCOURT-GENERAL, INC. and ) ILED REED ELSEVIER INC., ) ) OCT 31 2001 Cen ; NANCY MAVER WHITTINGTON cuERK” US. DISTRICT COURT” FINAL JUDGMENT WHEREAS, plaintif, the United States of America (“United States”, filed its Complaint ‘on June 27, 2001, plaintiff and defendants, The Thomson Corporation (“Thomson”), Harcourt General, Inc. (“Harcourt”), and Reed Elsevier Inc. (“Reed Elsevier”), by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law, and yout this Final Judgment constituting any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, defendants agree to be bound by the provisions of this Final Judgment pending its approval by the Court; AND WHEREAS, the essence of this Final Judgment is the prompt and certain divestiture of certain rights or assets by defendants to assure that competition is not substantially lessened, AND WHEREAS, plaintiff requires defendants to make certain divestitures for the purpose of remedying the loss of compet ion alleged in the Complaint; AND WHEREAS, defendants have represented to the United States that the divestitures” required below can and will be made and that defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained below; NOW THEREFORE, before any testimony is taken, without trial or adjudication of any issue of fact or law, and upon consent of the parties, itis ORDERED, ADJUDGED AND DECREED: 1. Jurisdiction ‘The Court has jurisdiction over the subject matter of and each of the parties to this action. ‘The Complaint states a claim upon which relief may be granted against defendants under Section 7 of the Clayton Act, as amended (15 U.S.C. § 18). Il. Definitions As used in this Final Judgment A. “Acquirer” or “Acquirers” means the entity or entities to whom defendants divest any of the Divestiture Assets. B, “AIMS Business” means Harcourt’s Agency Information Management Services business, which provides assistance to state agencies, depart ments, or other such organizations in the management of the state licensing process, including. 1 All tangible assets that are used exclusively for the AIMS Business, including research and development activities, all networking equipment, tooling and fixed assets, personal property, inventory, office furniture, materials, supplies, and other tangible property, and all assets used exclusively in connection with the AIMS Business; all licenses, permits and authorizations issued by any governmental organization relating exclusively to the AIMS o Business; all contracts, teaming arrangements, agreements, leases, commitments, certifications, and understandings relating exclusively to the AIMS Business, including supply agreements; all, customer lists, contracts, accounts, and credit records or similar records of all sales and potential sales by the AIMS Business; all sales support and promotional materials, advertising materials and production, sales, and marketing files relating exclusively to the AIMS Business; all repair and performance records, and all other records relating exclusively to the AIMS Business; 2. _Allintangible assets that are used exclusively in the AIMS Business and are used in the development, production, servicing, sale, administration, assessment, and dissemination of tests and test results including, but not limited to, all patents, licenses and sublicenses, intellectual property, copyrights, trademarks, trade names, service marks, service names, but no corporate trademarks or trade names of Thomson or Harcourt; technical information, computer software and related documentation; know-how, trade secrets, drawings, blueprints, designs, design protocols, specifications for materials, specifications for parts and devices; all research data concerning historic and current research and development relating exclusively to the AIMS Business including, but not limited to the designs of experiments, and the results of successful and unsuccessful designs and experiments, quality assurance and control procedures; design tools and simulation capability, and all manuals and technical information defendants provide to those employees, customers, suppliers, agents or licensees exclusively devoted to the AIMS Business.