Atty. Zenaida L. Salipsip

July 23, 1993 Atty. Zenaida L. Salipsip Castillo, Laman Tan & Pantaleon Law Offices The Valero Tower 122 Valero St.,Salcedo Village, Makati, Metro Manila M a d a m : This refers to your letter of June 7, 1993 requesting SEC notation of the declaration of liquidating dividends of the remaining assets of the dissolved Phone-Poulenc Natterman Pharma, Inc. consisting of fully paid 261,656 shares of Phone-Poulenc Rorer, Philippines, Inc. allocated among its stockholders in proportion to their holdings in the corporation. Please be advised that there is nothing in Section 122 of the Corporation Code which requires SEC approval of distribution or liquidation of the assets of a dissolved corporation. The same is a matter of internal concern of the corporation and falls within the power of the directors and stockholders or duly appointed liquidation trustee. Liquidation of assets, however, is subject to the payment of debts of the corporation. No corporate property should be distributed until corporate obligations have been paid under the "trust fund theory". LLphil Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman