GlaxoSmithKline Holdings (Americas) Inc. - Page 4




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          former Glaxo executives.  Messrs. Girolami and Jack reside in the           
          United Kingdom.  Mr. Girolami, presently 75 years of age, served            
          as Glaxo’s controller, finance director, chief executive, and               
          chairman of worldwide operations, during the period 1966 through            
          1994.  Mr. Jack, presently 77 years of age, served vital roles in           
          Glaxo’s research and development efforts during the period 1961             
          through 1987.  The applicants agree that Messrs. Girolami’s and             
          Jack’s testimony will be critical to the resolution of the                  
          section 482 adjustments that the Commissioner has proposed for              
          the years under examination.                                                
               Citing Messrs. Girolami’s and Jack’s advanced ages, the                
          importance of their testimony, their foreign residences, and the            
          substantial delay anticipated in any trial, the applicants                  
          contend that, to prevent a failure of justice, the Court should             
          issue an order authorizing Messrs. Girolami’s and Jack’s                    
          depositions for the purpose of perpetuating their testimony.  The           
          applicants report that Messrs. Girolami and Jack consent to the             
          granting of the joint application.                                          
               The applicants expect to conduct the proposed depositions at           
          the offices of Glaxo’s counsel in Washington, D.C., so long as              
          Messrs. Girolami and Jack are capable of traveling to the United            
          States.  The joint application includes a description of the                
          substance of the testimony that the applicants expect to elicit             
          from the proposed deponents.  The joint application states that             






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