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that Bain could provide some comfort on the issue before it and
that the 1990 value of the right to the DHL trademark in the
United States 15 years after the transaction was $20 million.
DHL’s legal representative noted that Bain should value both U.S.
and the foreign rights to the DHL trademark and that they should
be valued currently but as encumbered by the 15-year royalty-free
license of the international rights from DHL to DHLI and the 15-
year royalty-free license of the U.S. rights from DHLI to DHL.
Petitioner’s representatives had some doubt about
Cruikshanks’ view that DHLI owned the foreign rights to the DHL
trademark. In a July 3, 1990, memorandum to Bain, DHL’s legal
representatives explained DHLI’s potential ownership rights in
the DHL trademark and Cruikshanks’ view that DHLI owned the
foreign rights to the DHL trademark. Bain’s valuation took into
consideration DHLI’s possible ownership rights. Bain appraised
the trademark rights to be conveyed from DHL to DHLI at $20
million as of July 9, 1990. There is some confusion as to
whether Bain’s valuation is a current value or a present value of
a future interest.
The trademark option agreement gave DHLI an option to
purchase the trademark rights of DHL only if the foreign
investors first acquired a controlling interest in DHLI. The
final trademark purchase and sale agreement, dated as of
September 17, 1992, allocated the $20 million option price at $17
million for the transfer of certain U.S. trademark rights to
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