ORIGINAL

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION

OFFICE OF ADMINISTRATIVE LAW JUGES

In the Matter of

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Docket No. 9327

Polyp ore International, Inc.

a corporation.

PROTECTIVE ORDER GOVERNING DISCOVERY MATERIAL

For the purose of protecting the interests of the Parties and Third Paries in the abovecaptioned matter against improper use and disclosure of confidential information submitted or

produced in connection with this Matter:

IT is HEREBY ORDERED THAT this Protective Order Governing Confdential

Material ("Protective Order") shall govern the handling of all Discovery Material, as hereafter

defined.

DEFINITIONS

For puroses of this Protective Order, the following definitions apply:

1. "Confidential Material" shall mean all Discovery Material that is confidential or

proprietar information produced in discovery. Such material is referred to in, and protected by,

section 6(f) of the Federal Trade Commission Act, 15 V.S.C. § 46(f); section 21 of the Federal

Trade Commission Act, 15 U.S.C. § 57b-2, the FTC Rules of Practice, Sections 4.9, 4.10, 16

C.F.R. §§ 4.9, 4.10; and precedents thereunder. Confidential Material shall include non-public

trade secret or other research, development, commercial or financial information, the disclosure

of which would likely cause commercial har to the Producing Part or to Respondent. The
following is a non-exhaustive list of examples of information that likely wil qualify for

treatment as Confidential Material: strategic plans (involving pricing, marketing, research and

development, product road maps, corporate allances, or mergers and acquisitions) that have not

been fully implemented or revealed to the public; trade secrets; customer-specific evaluations or

data (e.g., prices, volumes, or revenues); sales contracts; system maps; personnel files and

evaluations; information subject to confidentiality or non-disclosure agreements; proprietar

technical or engineering information; proprietar financial data or projections; and proprietar

- - consumer, customer, or market research or analyses applicable to current or future market

conditions, the disclosure of which could reveal Confidential MateriaL. Discovery Material wil

not be considered confidential if it is in the public domain.

2. "Document" means the complete original or a true, correct, and complete copy

and any non-identical copies of any written or graphic matter, no matter how produced,

recorded, stored, or reproduced. "Document" includes, but is not limited to, any wrting, letter,

envelope, telegraph, e-mail, meeting minute, memorandum, statement, affidavit, declaration,

transcript of oral testimony, book, record, surey, map, study, handwritten note, working paper,

char, index, tabulation, graph, drawing, chart, printout, microfim index, computer readable

media or other electronically stored data, appointment book, diary, diar entry, calendar,

organizer, desk pad, telephone message slip, note of interview or communication, and any other

data compilation from which information can be obtained, and includes all drafts and all copies

of such Documents and every writing or record that contains any commentar, notes, or marking

whatsoever not appearing on the originaL.

3. "Discovery Material" includes without limitation deposition testimony, exhibits,

interrogatory responses, admissions, affdavits, declarations, Documents, tangible thing or

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answers to questions produced pursuant to compulsory process or voluntarily in lieu thereof,

and any other Documents or information produced or given to one Par by another Par or by a

Third Par in connection with discovery in this Matter. Information taken from Discovery

Material that reveals its substance shall also be considered Discovery MateriaL.

4. "Commission" shall refer to the Federal Trade Commission, or any of its

employees, agents, attorneys, and all other persons acting on its behalf, excluding persons

retained as consultants or experts for purposes of this proceeding.

5. "Polypore" means Polypore International, Inc., and its predecessors, divisions,

and subsidiaries, and all persons acting or purporting to act on its behalf.

6. "Respondent" means Polypore.

7. "Par" means the Commission or Polypore.

8. "Third Par" means any natural person, parnership, corporation, association, or

other legal entity not named as a Par to this Matter and its employees, directors, officers,

attorneys and agents.

9. "Producing Par" means a Pary or Third Par that produced or intends to

produce Confidential Material to any of the Paries. With respect to Confidential Material of a

Third Par that is in the possession, custody or control of the FTC, or has been produced by the

FTC in this matter, the Producing Par shall mean the Third Par that originally provided such

material to the FTC. The Producing Par shall mean the FTC for puroses of any Document or

Discovery Material prepared by, or on behalf of, the FTC.

10. "Matter" means the above captioned matter pending before the Federal Trade

Commission, and all subsequent administrative, appellate or other review proceedings related

thereto.

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TERMS AND CONDITIONS OF PROTECTIVE ORDER

1. Any Document or portion thereof submitted by Respondent or a Third Par

during the Federal Trade Commission ("FTC") investigation preceding this Matter or durng the

course of proceedings in this Matter that is entitled to confidentiality under the Federal Trade

Commission Act, or any regulation, interpretation, or precedent concerning documents in the

possession of the Commission, as well as any information taken from any portion of such

document, shall be treated as Confidential Material for puroses of this Protective Order. For

puroses ofthis Protective Order, the identity of a Third Par submitting such Confidential

Material shall also be treated as Confidential Material where the submitter has requested in

writing such confidential treatment.

2. The Paries and any Third Paries, in complying with informal discovery requests,

disclosure requirements, discovery demands or formal process in this Matter may designate any

responsive document or portion thereof Confidential Material, including documents obtained by

them from Third Paries pursuant to discovery or as otherwise obtained.

3. The Paries, in conducting discovery from Third Paries, shall provide to each

Third Par a copy of this Protective Order so as to inform each such Third Par of his, her or its

rights herein.

4. A designation of confidentiality shall constitute a representation in good faith and

after careful determination that the material is not reasonably believed to be already in the public

domain and that counsel believes the material so designated constitutes Confidential Material as

defined in Paragraph 1 of the Definitions of this Protective Order. All deposition transcripts

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shall be treated as Confidential MateriaL.

5. If any Par seeks to challenge the Producing Par's designation of material as

Confidential Material, the challenging Par shall notify the Producing Par and all other Paries

of the challenge. Such notice shall identify with specificity (i.e., by document control numbers,

deposition transcript page and line reference, or other means sufficient to locate easily such

materials) the designation being challenged. The Producing Par may preserve its designation

by providing the challenging Part and all other Paries a written statement of the reasons for the

designation within five (5) business days of receiving notice of the confidentiality challenge. If

the Producing Par timely preserves its rights, the Paries shall continue to treat the challenged

material as Confidential Materials, absent a written agreement with the Producing Par or order

of the Commission providing otherwise.

6. If any conflct regarding a confidentiality designation arses and the Parties and

Producing Par involved have failed to resolve the conflct via good-faith negotiations, a Part

seeking to disclose Confidential Material or challenging a confidentiality designation may make

written application to the hearing officer for relief. The application shall be served on the

Producing Par and the other Paries to this Matter, and shall be accompanied by a certification

that good-faith negotiations have failed to resolve the outstanding issues. The Producing Par

and any other Par shall have five (5) business days after receiving a copy of the motion to

respond to the application. While an application is pending, the Paries shall maintain the preapplication status of the Confidential MateriaL. Nothing in this Protective Order shall create a

presumption or alter the burden of persuading the hearing officer of the propriety of a requested

disclosure or change in designation.

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7. The Paries shall not be obligated to challenge the propriety of any designation or

treatment of information as Confdential Material and the failure to do so promptly shall not

preclude any subsequent objection to such designation or treatment, or any motion seeking

permission to disclose such material to Persons not otherwise entitled to access under the terms

of this Protective Order. If Confidential Material is produced without the designation attached,

the material shall be treated as Confidential from the time the Producing Par advises

Complaint Counsel and Respondent's Counsel in writing that such material should be so

designated and provides all the Paries with an appropriately labeled replacement. The Paries

shall retur promptly or destroy the unarked materials.

8. Material produced in this Matter may be designated as confidential by placing on

or affixing to the document containing such material (in such maner as wil not interfere with

the legibility thereof), or if an entire folder or box of documents is confidential by placing or

affixing to that folder or box, the designation "CONFIDENTIAL-FTC Docket No. 9327" or any

other appropriate notice that considered to be confidential materiaL. Confidential information

contained in electronic documents may also be designated as confidential by placing the

designation "CONFIDENTIAL-FTC Docket No. 9327" or any other appropriate notice that

identifies this proceeding, on the face of the CD or DVD or other medium on which the

document is produced. The foregoing designation of "CONFIDENTIAL-FTC Docket No. 9327"

shall not be required for confidentiality to apply to documents and information previously

produced voluntarily or pursuant to a Civil Investigative Demand or subpoena during the

investigational phrase preceding this Matter for which confidential treatment was requested.

Masked or otherwise redacted copies of documents may be produced where the portions deleted

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contain privileged matter, provided that the copy produced shall indicate at the appropriate point

that portions have been deleted and the reasons therefor.

9. Confidential Material shall be disclosed only to: (a) the Administrative Law

Judge presiding over this proceeding, personnel assisting the Administrative Law Judge, the

Commission and its employees, and personnel retained by the commission as experts or

consultants for this proceeding, (b) judges and other cour personnel of any cour having

jursdiction over any appellate proceedings involving this matter, (c) court reporters in this

matter, (d) outside counsel of record for Respondent, its associated attorneys and other

employees of its law firm(s), provided they are not employees of Respondent, (e) Michael Shor,

Polypore Special Counsel, (f) anyone retained to assist outside counsel in the preparation of

hearng of this proceeding including consultants, provided they are not affiiated in any way with

Respondent and have signed Exhibit A hereto, (g) any witness or deponent who may have

authored or received the information in question; (h) any individual who was in the direct chain

of supervision of the author at the time the Discovery Material was created or received, except

that this provision does not permit disclosure of Industrial Growth partner or Warburg Pincus

International documents to Polypore or former Microporous personnel who would not otherwise

have had access to the Discovery Material; (i) any employee or agent of the entity that created or

received the Discovery Material; (j) anyone representing the author or recipient of the Discovery

Material in this Matter; and (k) any other Person(s) authorized in wrting by the Producing Par.

10. Disclosure of confidential material to any person described in Paragraph 9 of this

Protective Order shall be only for the purposes of the preparation and hearing of this Matter, or

any appeal therefrom, and for no other purose whatsoever; provided, however, that the

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Commission may, subject to takng appropriate steps to preserve the confidentiality of such

material, use or disclose confidential materials as provided by its Rules of Practice; Sections 6(f)

and 21 of the Federal Trade Commission Act; or any other legal obligation imposed upon the

Commission.

11. In the event that any Confidential Material is contained in any pleading, motion

exhibit or other paper fied or to be filed with the Secretary of the Commission, the Secretar

shall be so informed by the Par fiing such papers, and such papers shall be filed under seaL.

To the extent that such material was originally submitted by a Third Par, the Par including

the Materials in its papers shall immediately notify the submitter of such inclusion. Confidential

Material contained in the papers shall remain under seal until further order of the Administrative

Law Judge; provided, however, that such papers may be fuished to persons or entities who

may receive Confidential Material pursuant to Paragraphs 9 or 10. Upon or after fiing any

paper containing Confidential Material, the filing par shall file on the public record a duplicate

copy of the paper that does not reveal confidential materiaL. Furher, if the protection of any

such material expires, a Par may fie on the public record a duplicate copy which also contains

the formerly protected materiaL.

12. If counsel plans to introduce into evidence at the hearng any document or

transcript containing Confidential Material produced by another Par or by a Third Par, they

shall provide ten (10) days advance notice to the other Par or Third Par for puroses of

allowing that Par or Third Par to seek an order that the document or transcript be granted in

camera treatment. If that Par or Third Par wishes in camera treatment for the document or

transcript, the Par or Third Par shall fie an appropriate motion with the Administrative Law

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Judge. Where in camera treatment is granted, a duplicate copy of such document or transcript

with the Confidential Material deleted therefrom may be placed on the public record.

13. If any Par receives a discovery request in another proceeding that may require

the disclosure of Confidential Material submitted by another Par or Third Par, the recipient

of the discovery request shall promptly notify the submitter of receipt of such request. Unless a

shorter time is mandated by an order of a cour, such notification shall be in writing and be

received by the submitter at least 10 business days before production, and shall include a copy of

this Protective Order and a cover letter that wil apprise the submitter of its rights hereunder.

Nothing herein shall be construed as requiring the recipient ofthe discovery request or anyone

else covered by this Order to challenge or appeal any order requiring production of Confidential

Material, to subject itself to any penalties for non-compliance with any such order, or to seek any

relief from the Administrative Law Judge or the Commission. The recipient shall not oppose the

submitter's efforts to challenge the disclosure of confidential materiaL. In addition, nothing

herein shall limit the applicability of Rule 4.11(e) of the Commission's Rules of Practice, 16

C.F.R. §4.11(e), to discovery requests in another proceeding that are directed to the Commission.

14. At the time that any consultant or other person retained to assist counsel in the

preparation of this action concludes paricipation in the action, such person shall retur to

counsel all copies of documents or portions thereof designated confidential that are in the

possession of such person, together with all notes, memoranda or other papers containing

judicial review, the paries shall retur documents obtained in this action to their submitters,

provided, however, that the Commission's obligation to return documents shall be governed by

the provisions of Rule 4.12 of the Rules of Practice, 16 C.F.R. §4.12.

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15. The inadvertent production or disclosure of any Discovery Material, which a

Producing Par claims should not have been produced or disclosed because of a privilege, wil

not be deemed to be a waiver of any privilege to which the Producing Par would have been

entitled had the privileged Discovery Material not inadvertently been produced or disclosed.

The inadvertent production of a privileged document shall not in itselfbe deemed a waiver of

any privileged applicable to any other documents relating to the subject matter.

16. This Protective Order shall not apply to the disclosure by a Producing Par or its

counsel of its own Confidential MateriaL.

17. The provisions of this Protective Order, insofar as they restrict the

communication and use of confidential discovery material, shall, without wrtten permission of

the submitter or further order of the Commission, continue to be binding after the conclusion of

this proceeding.

ORDERED: "¡.'."1~ JVY., , . ,

D. Michael Chappell

Administrative Law Judge

Date: October 23, 2008

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EXHIBIT A

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION

OFFICE OF ADMINISTRATIVE LAW JUDGES

)

)

)

)

)

)

Docket No. 9327

In the Matter of

Polypore International, Inc.

a corporation.

DECLARATION CONCERNING PROTECTIVE ORDER

GOVERNING DISCOVERY MATERIAL

I, , hereby declare and certify the following to be true:

1. (Statement of employment)

2. I have read the "Protective Order" governing Discovery Material ("Protective

Order") issued by the Commission on October 23, 2008, in connection with the above-captioned

Matter. I understand the restrictions on my access to and use of any Confidential Material (as

that term is used in the Protective Order) in this Matter, and I agree to abide by the Protective

Order.

3. I understand that the restrictions on my use of such Confdentiality Material

include:

a. that I wil use such Confidential Material only for the purose of preparing

for this proceeding, and hearing(s) and any appeal of this proceeding and

for no other purose;

b. that I wil not disclose such Confidential Material to anyone, expect as

permitted by the Protective Order;

c. that I wil use, store and maintain the Confidential Material in such a way

as to ensure its continued protected status; and

d. that, upon the termination of my participation in this proceeding, I wil

promptly retur all Confidential Materials and all notes, memoranda, or other papers containing

Confidential Material, to Complaint Counselor Respondent's Outside Counsel as appropriate.

4. I understand that if! am receiving Confidential Material as an ExpertConsultant,

as that term is defined in this Protective Order, the restrictions on my use of Confidential

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Material also include the duty and obligation to:

a. maintain such Confidential Material in separate locked room(s) or locked

cabinet( s) when such Confidential Material is not being reviewed;

b. retur such Confidential Material to Complaint Counsel or Respondent's

Outside Counsel, as appropriate, upon the conclusion of my assignment or

retention, or upon conclusion of this Matter; and

c. use such Confidential Material and the information contained therein

solely for the purose of rendering consulting services to a Par to this

Matter, including providing testimony in judicial or administrative

proceedings arising out of this Matter.

5. I am fully aware that, pursuant to Section 3.42(h) of the FTC Rules of Practice, 16

C.F.R. § 3.42(h), my failure to comply with the terms of the Protective Order may constitute

contempt of the Commission and may subject me to sanctions.

Date:

Full Name (Typed or Printed)

Signature

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