UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS: Robert Pitofsky, Chairman

Sheila F. Anthony

Mozelle W. Thompson

Orson Swindle

Thomas B. Leary

In the Matter of

MACDERMID, INCORPORATED,

 a corporation,

 and

POLYFIBRON TECHNOLOGIES, INC., 

 a corporation.

Docket No. CDECISION AND ORDER

The Federal Trade Commission having initiated an investigation of the proposed

acquisition by the Respondent MacDermid, Incorporated, of the Respondent Polyfibron

Technologies, Inc., hereinafter referred to as “Respondents,” and the Respondents having been

furnished thereafter with a copy of a draft of the Complaint that the Bureau of Competition

presented to the Commission for its consideration and which, if issued by the Commission, would

charge the Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. §

18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed

an Agreement Containing Consent Orders (“Consent Agreement”), containing an admission by

the Respondents of all of the jurisdictional facts set forth in the aforesaid draft of the Complaint, a

statement that the signing of said Consent Agreement is for settlement purposes only and does not

constitute an admission by the Respondents that the law has been violated as alleged in such

Complaint, or that the facts as alleged in such Complaint, other than the jurisdictional facts, are

true, and waivers and other provisions as required by the Commission’s Rules; and

The Commission having thereafter considered the matter and having determined that it had

reason to believe that the Respondents have violated the said Acts, and that a Complaint should

issue stating its charges in that respect, and having thereupon issued its Complaint and its Order

to Maintain Assets and accepted the executed Consent Agreement and placed such Agreement on
2

the public record for a period of thirty (30) days for the receipt and consideration of public

comments, now in further conformity with the procedure described in Commission Rule 2.34, 16

C.F.R. § 2.34, the Commission hereby makes the following jurisdictional findings and issues the

following Order:

1. Respondent MacDermid is a corporation organized, existing and doing business under and

by virtue of the laws of the State of Connecticut, with its executive offices located at 245

Freight Street, Waterbury, Connecticut 06702.

2. Respondent Polyfibron is a corporation organized, existing and doing business under and

by virtue of the laws of the State of Delaware, with its office and principal place of

business located at 900 Middlesex Turnpike, Building 2, Billerica, Massachusetts 01821-

3946.

3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding

and of the respondents, and the proceeding is in the public interest.

ORDER

I. 

IT IS ORDERED that, as used in this Decision and Order, the following definitions shall

apply:

A. “MacDermid” means MacDermid, Incorporated, its directors, officers, employees,

agents and representatives, predecessors, successors, and assigns; its joint

ventures, subsidiaries, divisions, groups, and affiliates controlled by MacDermid,

Incorporated, and the respective directors, officers, employees, agents,

representatives, successors, and assigns of each.

B. “Polyfibron” means Polyfibron Technologies, Inc., its directors, officers,

employees, agents and representatives, predecessors, successors, and assigns; its

joint ventures, subsidiaries, divisions, groups, and affiliates controlled by

Polyfibron Technologies, Inc., and the respective directors, officers, employees,

agents, representatives, successors, and assigns of each.

C. “Commission” means the Federal Trade Commission.

D. "Respondents” means MacDermid and Polyfibron, individually and collectively.

E. “Acquisition” means MacDermid’s proposed acquisition of the common stock of

Polyfibron pursuant to the Plan and Agreement of Merger dated February 18,

1999, as amended on July 27, 1999; September 23, 1999; and October 29, 1999.
3

F. “Assets To Be Divested” means:

1. all rights, title, and interest in all equipment, machinery, tools, furniture and

other tangible property listed in Schedule A to this Decision and Order and

any additional equipment, machinery, tools, furniture and other tangible

property, identified by the Commission-approved acquirer within six

months of the date of closing as set forth in the agreement to transfer such

assets to the Commission-approved acquirer, listed in Schedule B to this

Decision and Order;

2. all rights, title, and interest in and to Patents relating to the research,

design, development, manufacture, distribution, marketing, or sale of

Polyfibron Liquid Photopolymer Products in North America, including, but

not limited to, those patents listed in Schedule C to this Decision and

Order, provided that Respondents may negotiate licenses from the

Commission-approved acquirer to enable Respondents to operate the

Polyfibron Sheet Photopolymer Business and the Polyfibron International

Liquid Photopolymer Business;

3. all rights, titles, and interest in and to Intellectual Property, other than

Patents, relating to the research, design, development, manufacture,

distribution, marketing, or sale of Polyfibron Liquid Photopolymer

Products in North America, provided that Respondents may retain a nonexclusive right to such of the foregoing Intellectual Property as may be

required to operate and for the purposes of operating the Polyfibron Sheet

Photopolymer Business and the Polyfibron International Liquid

Photopolymer Business;

4. all rights, title, and interest in and to inventories of products, raw materials

(to the extent requested by the Commission-approved acquirer), supplies

and parts, including work-in-process and finished goods, relating to the

research, design, manufacture, development, marketing, or sale of

Polyfibron Liquid Photopolymer Products in North America, listed and

described in Schedule D to this Decision and Order;

5. all rights, title, and interest in and to agreements, express or implied,

relating to the research, design, development, manufacture, distribution,

marketing, or sale of Polyfibron Liquid Photopolymer Products in North

America, regardless of whether such agreements relate exclusively to such

purposes, including, but not limited to, warranties, guarantees, and

contracts with joint venture partners, suppliers, including plate-making

equipment suppliers, personal property lessors, personal property lessees,
4

licensors, licensees, consignors, consignees, and customers; provided that

Respondents may retain a non-exclusive right to such agreements as may

be required to operate and for the purposes of operating the Polyfibron

Sheet Photopolymer Business and the Polyfibron International Liquid

Photopolymer Business;

6. all rights, title and interest in and to Permits and Approvals relating to the

research, design, development, manufacture, distribution, marketing, or

sale of Polyfibron Liquid Photopolymer Products in North America,

regardless of whether such Permits and Approvals relate exclusively to

such purposes, to the extent such Permits and Approvals are transferrable;

and

7. all customer and vendor lists, catalogs, sales promotion literature and

advertising materials relating to the research, design, development,

manufacture, distribution, marketing, or sale of Polyfibron Liquid

Photopolymer Products in North America.

provided, however, the Assets To Be Divested do not include those assets of

Polyfibron that relate exclusively to the Polyfibron Sheet Photopolymer Business

or the Polyfibron International Liquid Photopolymer Business. 

G. “Capability to Manufacture the Polyfibron Liquid Photopolymer Resins” means the

ability of the Commission-approved acquirer to manufacture each of the Polyfibron

Liquid Photopolymer Resins manufactured by Polyfibron since January 1, 1999,

used to produce printing plates for the printing of packaging materials to

specifications identical to the Polyfibron Liquid Photopolymer Resins produced by

Polyfibron, which ability shall be determined using an infra red spectrometer and

verified by both Polyfibron and the Commission-approved acquirer, and that the

equipment, materials, tools, furniture and other tangible property listed in Schedule

A to this Decision and Order have been relocated to the facilities of the

Commission-approved acquirer and are fully operational.

H. “Chemence” means Chemence Incorporated, a corporation organized, existing and

doing business under and by virtue of the laws of the State of Ohio, with its office

and principal place of business located at 185 Bluegrass Parkway, Alpharetta,

Georgia 30005.

I. “Chemence Agreement” means the Agreement of Purchase and Sale dated

November 29, 1999 by and between Chemence and Polyfibron.

J. “Intellectual Property” means any form of intellectual property, including, but not
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limited to, trademarks, Patents, trade secrets, research materials, technical

information, management information systems, software, inventions, test data,

technological know-how, licenses, registrations, submissions, approvals,

technology, specifications, designs, drawings, processes, recipes, protocols,

formulas, customer lists, vendor lists, catalogs, sales promotion literature,

advertising materials, quality control data, books, records, and files.

K. “Liquid Photopolymers” means liquid photopolymer resins used to produce

printing plates for any printing application.

L. “Non-Technical Documents” means documents that do not contain any technical

information concerning Polyfibron Liquid Photopolymer Products.

M. “North America” means the United States, Canada and Mexico.

N. “Patents” means any patents and patent rights, patent applications, patents of

addition, re-examinations, reissues, extensions, granted supplementary protection

certificates, substitutions, confirmations, registrations, revalidations, revisions,

additions and the like, of or to said patents and patent rights and any and all

continuations and continuations-in-part and divisionals.

O. “Permits and Approvals” means licenses, permits, registrations or other

governmental approvals.

P. “Photopolymer Products” means liquid photopolymer resins or solid sheet

photopolymers used to produce printing plates for any printing application.

Q. “Polyfibron Atlanta Facility” means the facility of Polyfibron located at 5210

Phillip Lee Drive, Atlanta, Georgia.

R. “Polyfibron International Liquid Photopolymer Business” means the business of

Polyfibron of researching, designing, developing, manufacturing, distributing,

marketing and selling: (1) liquid photopolymer printing plate products and

equipment for customers outside North America; and (2) liquid photopolymer

printing plate products and equipment for publishing, including newspapers,

newspaper inserts, and books, anywhere in the world.

S. “Polyfibron Liquid Photopolymer Business” means the business of Polyfibron of

researching, designing, developing, manufacturing, distributing, marketing and

selling the Polyfibron Liquid Photopolymer Products.

T. “Polyfibron Liquid Photopolymer Products” means:
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1. any liquid photopolymer resins used to produce printing plates,

2. any plate-backing and cover films used in conjunction with liquid

photopolymer resins in the production of photopolymer printing plates,

3. any chemicals and related products used in conjunction with liquid

photopolymer resins in the production of photopolymer printing plates, and

4. any equipment, agreements relating to equipment, or rights in or to

equipment, used to produce photopolymer printing plates from liquid

photopolymer resins,

that have been manufactured, distributed, leased or sold by Polyfibron, or have

been the subject of research or development by Polyfibron, in North America.

U. “Polyfibron Liquid Photopolymer Resins” means all of the kinds and types of liquid

photopolymer resins manufactured by Polyfibron used to produce photopolymer

printing plates.

V. “Polyfibron Sheet Photopolymer Business” means the business of Polyfibron of

researching, designing, developing, manufacturing, distributing, marketing and

selling solid sheet photopolymer printing plate products and equipment for any

printing applications anywhere in the world.

II.

IT IS FURTHER ORDERED that: 

A. Respondents shall divest, absolutely and in good faith, the Assets To Be Divested,

to Chemence, in accordance with the Chemence Agreement (which agreement is

appended hereto and which shall not be read to vary or contradict the terms of this

Decision and Order), no later than twenty (20) days from the date on which this

Decision and Order becomes final. The purpose of the divestiture is to ensure the

continued use of the Assets To Be Divested in the research, design, development,

manufacture, distribution, marketing and sale of the Polyfibron Liquid

Photopolymer Products;

Provided, however, the physical transfer of the Assets To Be Divested located at

the Polyfibron Atlanta Facility to a facility owned by Chemence pursuant to the

Chemence Agreement shall not occur until after this Decision and Order becomes

final;

Provided, further, that if the Respondents consummate the Chemence Agreement
7

prior to the date this Decision and Order becomes final, and if the Commission

determines to issue this Decision and Order and notifies Respondents that

Chemence is not an acceptable acquirer or that the Chemence Agreement is not an

acceptable manner of divestiture, the Respondents shall divest the Assets To Be

Divested within three (3) months of the date this Decision and Order becomes

final, absolutely and in good faith, at no minimum price, to an acquirer that

receives the prior approval of the Commission and in a manner that receives the

prior approval of the Commission.

B. During the pendency of any Patent dispute that: (1) challenges or seeks to render

invalid any of the Patents divested pursuant to this Decision and Order; and (2)

could affect the manufacture or sale of the Polyfibron Liquid Photopolymer

Products, Respondents shall cooperate in the defense of rights they have

transferred to the Commission-approved acquirer. This cooperation shall be at

Respondents’ own expense during the first three (3) years following the date on

which this Decision and Order becomes final.

C. At the time of execution of a purchase agreement with a proposed acquirer,

Respondents shall provide the proposed acquirer with a complete list of all nonclerical employees, attached at Schedule E to this Decision and Order, who have

been engaged in the research, development or sale of Polyfibron Liquid

Photopolymer Products at any time during the period from January 1, 1999, until

the date of such purchase agreement. Such list shall state each such individual's

name and position. 

D. For a period of six (6) months following the divestiture pursuant to this Decision

and Order, Respondents shall provide the Commission-approved acquirer the

opportunity to enter into employment contracts with the individuals listed in

Schedule E to this Decision and Order, or Schedule F if the Commission-approved

acquirer is Chemence. 

E. For a period of six (6) months following the divestiture pursuant to this Decision

and Order, Respondents shall provide the Commission-approved acquirer with an

opportunity to inspect the personnel files and other documentation relating to all

non-clerical employees, attached at Schedule E to this Decision and Order, who

have been engaged in the research, development or sale of Polyfibron Liquid

Photopolymer Products, to the extent permissible under applicable laws, at the

request of the Commission-approved acquirer at any time after the execution of

the related purchase agreement.

F. Respondents shall, directly or through agreement with the Commission-approved

acquirer, provide the individuals identified in Schedule F of this Decision and

Order with financial incentives to continue in their employment positions during
8

the period covered by the Order to Maintain Assets in this matter and to accept

employment with the Commission-approved acquirer at the time of the divestiture. 

Such incentives shall consist of:

1. vesting of all pension benefits under the Polyfibron pension plan and

Polyfibron’s 401(k) Employees Savings and Investment Plan;

2. continuation of all employee benefits offered by Polyfibron until the

divestiture is completed;

3. a bonus equal to twenty (20) percent of the employee’s annual salary

(including any other bonuses) as of the date the Order to Maintain Assets

becomes final for any individual who agrees to accept an offer of

employment from the Commission-approved acquirer, payable by

Respondents, directly or through agreement with the Commissionapproved acquirer, as follows: 1) ten (10) percent bonus upon the

beginning of the employee’s employment with the Commission-approved

acquirer; and 2) ten (10) percent upon the employee’s completion of one

(1) year of employment with the Commission-approved acquirer; and

4. a severance payment if, less than twelve (12) months after the date on

which such employee commences employment with the Commissionapproved acquirer, the Commission-approved acquirer terminates the

employment of such employee for reasons other than cause. The amount

of such severance payment shall be equal to the payment that such

employee would have received had he or she remained in the employ of

Polyfibron and been terminated at such time, less any severance payment

actually paid by the Commission-approved acquirer.

G. For a period of one (1) year from the date of the divestiture pursuant to this

Decision and Order, Respondents shall not employ or make offers of employment

to any individual listed in Schedule E, or Schedule F if the Commission-approved

acquirer is Chemence, who has been offered employment with the Commissionapproved acquirer, unless the individual has been granted a release by the

Commission-approved acquirer to permit the individual to be employed by

Respondents. 

H. Respondents shall not interfere with the employment by the Commission-approved

acquirer of the individuals listed in Schedule E, or Schedule F if the Commissionapproved acquirer is Chemence; shall not offer any incentive to such employees to

decline employment with the Commission-approved acquirer or to accept other

employment with the Respondents; shall remove any impediments that may deter

such employees from accepting employment with the Commission-approved
9

acquirer, including, but not limited to, any non-compete or confidentiality

provisions of employment or other contracts with the Respondents that would

affect the ability of those individuals to be employed by the Commission-approved

acquirer; provided that Respondents may continue to enforce such provisions with

respect to the Polyfibron International Liquid Photopolymer Business and the

Polyfibron Sheet Photopolymer Business. 

I. For a period of ninety (90) days from the date of the divestiture required by this 

Decision and Order, or until the Commission-approved acquirer has achieved the

Capability to Manufacture the Polyfibron Liquid Photopolymer Resins, whichever

is earlier, Respondents shall not solicit, induce or attempt to solicit or induce the

Liquid Photopolymer business of any customer or client of the Commissionapproved acquirer, including Liquid Photopolymer customers or clients of

Polyfibron and customers or clients of distributors that have purchased Polyfibron

Liquid Photopolymer Products; provided, however, that nothing in this paragraph

shall be interpreted as restricting Respondents from (a) providing any product or

service to any customer of the Commission-approved acquirer that solicits such

purchases from Respondents; (b) engaging in general price reductions, increasing

their general level of rebates, or improving generally the level of quality or service

with respect to any products; (c) general advertising or engaging in general

promotion of any product consistent with their prior business practice; or (d)

continuing to solicit customers of the Polyfibron International Liquid

Photopolymer Business or the Polyfibron Sheet Photopolymer Business. 

J. Pending the divestiture pursuant to this Decision and Order, Respondents shall

take such actions as are necessary to maintain the viability, competitiveness, and

marketability of the Polyfibron Liquid Photopolymer Business and the Assets To

Be Divested; shall not sell, transfer, or encumber the Assets To Be Divested or

other assets related to the Polyfibron Liquid Photopolymer Business, other than

the sale of parts and finished goods inventory in the ordinary course of business;

and shall not cause or permit the destruction, removal, wasting, or deterioration,

or otherwise impair the viability, competitiveness, or marketability of the Assets

To Be Divested or other assets related to the Polyfibron Liquid Photopolymer

Business, except for ordinary wear and tear.

K. Except as required by law; except to the extent necessary information is exchanged

in the course of evaluating the Acquisition, defending investigations or litigation,

obtaining legal advice, negotiating agreements to divest assets, or complying with

this Decision and Order or the Order to Maintain Assets; or except as necessary to

operate the Polyfibron International Liquid Photopolymer Business and the

Polyfibron Sheet Photopolymer Business, MacDermid shall not receive or have

access to any competitively sensitive or proprietary information, including, but not

limited to, customer lists, price lists, marketing methods, patents, technologies,
10

processes or other trade secrets, not independently known to MacDermid from

sources other than Polyfibron and that relate to the Assets To Be Divested. 

III.

IT IS FURTHER ORDERED that:

A. If Respondents have not divested, absolutely and in good faith, the Assets To Be

Divested in accordance with Paragraph II.A. of this Decision and Order, the

Commission may appoint a trustee to divest the Assets To Be Divested. In the

event that the Commission or the Attorney General brings an action pursuant to

Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other

statute enforced by the Commission, Respondents shall consent to the appointment

of a trustee in such action. Neither the appointment of a trustee nor a decision not

to appoint a trustee under this Paragraph shall preclude the Commission or the

Attorney General from seeking civil penalties or any other relief available to it,

including a court-appointed trustee, pursuant to § 5(l) of the Federal Trade

Commission Act, or any other statute enforced by the Commission, for any failure

by the Respondents to comply with this Decision and Order. 

B. If a trustee is appointed by the Commission or a court pursuant to Paragraph III.A.

of this Decision and Order, Respondents shall consent to the following terms and

conditions regarding the trustee’s powers, duties, authority, and responsibilities:

1. The Commission shall select the trustee, subject to the consent of

Respondents, which consent shall not be unreasonably withheld. The

trustee shall be a person with experience and expertise in acquisitions and

divestitures. If Respondents have not opposed, in writing, including the

reasons for opposing, the selection of any proposed trustee within ten (10)

days after receipt of written notice by the staff of the Commission to

Respondents of the identity of any proposed trustee, Respondents shall be

deemed to have consented to the selection of the proposed trustee.

2. Subject to the prior approval of the Commission, the trustee shall have the

exclusive power and authority to divest the Assets To Be Divested. 

3. Within ten (10) days after appointment of the trustee, Respondents shall

execute a trust agreement that, subject to the prior approval of the

Commission and, in the case of a court-appointed trustee, of the court,

transfers to the trustee all rights and powers necessary to permit the trustee

to effect the divestiture required by this Decision and Order.

4. The trustee shall have twelve (12) months from the date the Commission
11

approves or the court approves the trust agreement described in Paragraph

III.B.3. to accomplish the divestiture, which shall be subject to the prior

approval of the Commission. If, however, at the end of the applicable

twelve-month period, the trustee has submitted a plan of divestiture or

believes that divestiture can be achieved within a reasonable time, such

divestiture period may be extended by the Commission, or, in the case of a

court-appointed trustee, by the court; provided, however, the Commission

may extend this twelve (12) month period for no more than two (2)

additional such periods.

5. The trustee shall have full and complete access to the personnel, books,

records and facilities related to the Assets To Be Divested or to any other

relevant information, as the trustee may request. Respondents shall

develop such financial or other information as such trustee may request and

shall cooperate with the trustee. Respondents shall take no action to

interfere with or impede the trustee’s accomplishment of the divestiture. 

Any delays in divestiture caused by Respondents shall extend the time for

divestiture under this Paragraph in an amount equal to the delay, as

determined by the Commission or, for a court-appointed trustee, by the

court. 

6. The trustee shall use his or her best efforts to negotiate the most favorable

price and terms available in each contract that is submitted to the

Commission, subject to Respondents’ absolute and unconditional

obligation to divest expeditiously at no minimum price. The divestiture

shall be made in a manner that receives the prior approval of the

Commission and to an acquirer that receives the prior approval of the

Commission; provided, however, if the trustee receives bona fide offers for

the Assets To Be Divested from more than one (1) acquiring entity, and if

the Commission determines to approve more than one (1) such acquiring

entity, the trustee shall divest to the acquiring entity selected by

Respondents from among those approved by the Commission; provided

further, however, that Respondents shall select such entity within five (5)

business days of receiving notification of the Commission’s approval.

7. The trustee shall serve, without bond or other security, at the cost and

expense of Respondents, on such reasonable and customary terms and

conditions as the Commission or a court may set. The trustee shall have

the authority to employ, at the cost and expense of the Respondents, such

consultants, accountants, attorneys, investment bankers, business brokers,

appraisers, and other representatives and assistants as are necessary to

carry out the trustee’s duties and responsibilities. The trustee shall account

for all monies derived from the divestiture and all expenses incurred. After
12

approval by the Commission and, in the case of a court-appointed trustee,

by the court, of the account of the trustee, including fees for his or her

services, all remaining monies shall be paid at the direction of Respondents,

and the trustee’s power shall be terminated. The trustee’s compensation

shall be based at least in significant part on a commission arrangement

contingent on the trustee’s divesting the Assets To Be Divested.

8. Respondents shall indemnify the trustee and hold the trustee harmless

against any losses, claims, damages, liabilities, or expenses arising out of,

or in connection with, the performance of the trustee’s duties, including all

reasonable fees of counsel and other expenses incurred in connection with

the preparation for, or defense of any claim, whether or not resulting in any

liability, except to the extent that such losses, claims, damages, liabilities,

or expenses result from misfeasance, gross negligence, willful or wanton

acts, or bad faith by the trustee.

9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall

be appointed in the same manner as provided in Paragraph III.A. of this

Decision and Order.

10. The Commission or, in the case of a court-appointed trustee, the court,

may on its own initiative or at the request of the trustee issue such

additional orders or directions as may be necessary or appropriate to

accomplish the divestiture required by this Decision and Order.

11. In the event that the trustee determines that he or she is unable to divest the

Assets To Be Divested in a manner that preserves their marketability,

viability and competitiveness and ensures their continued use in the

research, design, development, manufacture, distribution, marketing and

sale of the Polyfibron Liquid Photopolymer Products, the trustee may

divest such additional assets related to the Assets To Be Divested of the

Respondents and effect such arrangements as are necessary to satisfy the

requirements of this Decision and Order.

12. The trustee shall have no obligation or authority to operate or maintain the

Assets To Be Divested.

13. The trustee shall report in writing to Respondents and to the Commission

every sixty (60) days concerning the trustee’s efforts to accomplish the

divestiture required by this Decision and Order.
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IV.

IT IS FURTHER ORDERED that:

A. Within ninety (90) days of the date this Decision and Order becomes final,

Respondents shall terminate any distribution agreements entered into with any

other manufacturer of Photopolymer Products, including, but not limited to, the

Distribution Agreement between NAPP Systems, Inc. and BASF Lacke + Farben

AG dated August 25, 1995, and the Distribution Agreement entered into between

MacDermid and Asahi Chemical Industry Co., Ltd. dated December 14, 1998. 

B. Respondents cease and desist from, directly, indirectly, or through any corporate

or other device, in or affecting commerce, as “commerce” is defined in the Federal

Trade Commission Act, inviting, entering into, attempting to enter into,

organizing, attempting to organize, implementing, attempting to implement,

continuing, attempting to continue, soliciting, or otherwise facilitating any

combination, agreement, or understanding, either express or implied, with any

producer of Photopolymer Products to allocate or divide markets, customers,

contracts, or geographic territories for Photopolymer Products.

C. One year from the date this Decision and Order becomes final and annually

thereafter for nine (9) years on the anniversary of the date of which this Decision

and Order became final, Respondents shall file with the Secretary of the

Commission a verified written report of their compliance with this Paragraph.

V.

IT IS FURTHER ORDERED that within thirty (30) days of the date this

Decision and Order is issued and every thirty (30) days thereafter until Respondents have fully

complied with the provisions of Paragraphs II. or III. of this Decision and Order, Respondents

shall submit to the Commission a verified written report setting forth in detail the manner and

form in which they intend to comply, are complying, and have complied with Paragraphs II. and

III. of this Decision and Order. Respondents shall include in their compliance reports, among

other things that are required from time to time, a full description of the efforts being made to

comply with Paragraphs II. and III. of this Decision and Order, including a description of all

substantive contacts or negotiations for divestiture and the identity of all parties contacted. 

Respondents shall include in their compliance reports copies of all written communications to and

from such parties, all internal memoranda, and all reports and recommendations concerning

divestiture.

VI.
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IT IS FURTHER ORDERED that, for the purpose of determining or securing

compliance with this Decision and Order, upon written request, Respondents shall permit any duly

authorized representatives of the Commission:

A. Access, during office hours and in the presence of counsel, to all facilities and to

inspect and copy all books, ledgers, accounts, correspondence, memoranda and

other records and documents in the possession or under the control of

Respondents, relating to any matters contained in this Decision and Order; and

B. Upon five (5) days’ notice to Respondents, and without restraint or interference

from Respondents, to interview officers, directors, or employees of Respondents,

who may have counsel present, regarding any such matters.

VII.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at

least thirty (30) days prior to any proposed change in the corporate Respondents, such as

dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation

or dissolution of subsidiaries or any other change in the corporation, that may affect compliance

obligations arising out of this Decision and Order.

VIII.

IT IS FURTHER ORDERED that this Decision and Order shall terminate

twenty (20) years after the date on which this Decision and Order is issued by the Commission.

By the Commission.

Donald S. Clark

Secretary

SEAL

ISSUED:
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[Schedules A-F Not Included With Electronic Copies of the Decision & Order]