Federal Register / Vol. 77, No. 216 / Wednesday, November 7, 2012 / Notices 66867 

1 In particular, the written request for confidential 

treatment that accompanies the comment must 

include the factual and legal basis for the request, 

and must identify the specific portions of the 

comment to be withheld from the public record. See 

FTC Rule 4.9(c), 16 CFR 4.9(c). 

Any person desiring to submit a 

document (or portion thereof) to the 

Commission in confidence must request 

confidential treatment unless the 

information has already been granted 

such treatment during the proceedings. 

All such requests should be directed to 

the Secretary of the Commission and 

must include a full statement of the 

reasons why the Commission should 

grant such treatment. See section 201.6 

of the Commission’s Rules of Practice 

and Procedure, 19 CFR 201.6. 

Documents for which confidential 

treatment by the Commission is sought 

will be treated accordingly. All 

nonconfidential written submissions 

will be available for public inspection at 

the Office of the Secretary. This action is taken under authority of 

section 337 of the Tariff Act of 1930, as 

amended, 19 U.S.C. 1337, and of 

sections 201.10 and 210.50 of the 

Commission’s Rules of Practice and 

Procedure (19 CFR 210.10, 210.50). 

By order of the Commission. 

Issued: November 1, 2012. 

Lisa R. Barton, 

Acting Secretary to the Commission. 

[FR Doc. 2012–27127 Filed 11–6–12; 8:45 am] 

BILLING CODE 7020–02–P 

FEDERAL TRADE COMMISSION 

[File No. 121 0133] 

Corning Incorporated; Analysis of 

Proposed Agreement Containing 

Consent Order To Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed Consent Agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair or 

deceptive acts or practices or unfair 

methods of competition. The attached 

Analysis To Aid Public Comment 

describes both the allegations in the 

draft complaint and the terms of the 

consent order—embodied in the consent 

agreement—that would settle these 

allegations. 

DATES: Comments must be received on 

or before November 30, 2012. 

ADDRESSES: Interested parties may file a 

comment at https:// 

ftcpublic.commentworks.com/ftc/ 

corningconsent online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write ‘‘Corning Becton, File No. 

121 0133’’ on your comment and file 

your comment online at https:// 

ftcpublic.commentworks.com/ftc/ 

corningconsent, by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, mail or deliver your comment to 

the following address: Federal Trade 

Commission, Office of the Secretary, 

Room H–113 (Annex D), 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. 

FOR FURTHER INFORMATION CONTACT: 

Michael Moiseyev (202–326–3106), or 

Stephanie C. Bovee (202–326–2083), 

FTC, Bureau of Competition, 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of thirty (30) days. The following 

Analysis To Aid Public Comment 

describes the terms of the consent 

agreement, and the allegations in the 

complaint. An electronic copy of the 

full text of the consent agreement 

package can be obtained from the FTC 

Home Page (for October 31, 2012), on 

the World Wide Web, at http:// 

www.ftc.gov/os/actions.shtm. A paper 

copy can be obtained from the FTC 

Public Reference Room, Room 130–H, 

600 Pennsylvania Avenue NW., 

Washington, DC 20580, either in person 

or by calling (202) 326–2222. You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before November 30, 2012. Write 

‘‘Corning Becton, File No. 121 0133’’ on 

your comment. Your comment— 

including your name and your state— 

will be placed on the public record of 

this proceeding, including, to the extent 

practicable, on the public Commission 

Web site, at http://www.ftc.gov/os/ 

publiccomments.shtm. As a matter of 

discretion, the Commission tries to 

remove individuals’ home contact 

information from comments before 

placing them on the Commission Web 

site. 

Because your comment will be made 

public, you are solely responsible for 

making sure that your comment does 

not include any sensitive personal 

information, like anyone’s Social 

Security number, date of birth, driver’s 

license number or other state 

identification number or foreign country 

equivalent, passport number, financial 

account number, or credit or debit card 

number. You are also solely responsible 

for making sure that your comment does 

not include any sensitive health 

information, like medical records or 

other individually identifiable health 

information. In addition, do not include 

any ‘‘[t]rade secret or any commercial or 

financial information which * * * is 

privileged or confidential,’’ as discussed 

in Section 6(f) of the FTC Act, 15 U.S.C. 

46(f), and FTC Rule 4.10(a)(2), 16 CFR 

4.10(a)(2). In particular, do not include 

competitively sensitive information 

such as costs, sales statistics, 

inventories, formulas, patterns, devices, 

manufacturing processes, or customer 

names. 

If you want the Commission to give 

your comment confidential treatment, 

you must file it in paper form, with a 

request for confidential treatment, and 

you have to follow the procedure 

explained in FTC Rule 4.9(c), 16 CFR 

4.9(c).1 Your comment will be kept 

confidential only if the FTC General 

Counsel, in his or her sole discretion, 

grants your request in accordance with 

the law and the public interest. 

Postal mail addressed to the 

Commission is subject to delay due to 

heightened security screening. As a 

result, we encourage you to submit your 

comments online. To make sure that the 

Commission considers your online 

comment, you must file it at https:// 

ftcpublic.commentworks.com/ftc/ 

corningconsent by following the 

instructions on the web-based form. If 

this Notice appears at http:// 

www.regulations.gov/#!home, you also 

may file a comment through that Web 

site. 

If you file your comment on paper, 

write ‘‘Corning Becton, File No. 121 

0133’’ on your comment and on the 

envelope, and mail or deliver it to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Room H–113 (Annex D), 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. If possible, submit your 

paper comment to the Commission by 

courier or overnight service. 

Visit the Commission Web site at 

http://www.ftc.gov to read this Notice 

and the news release describing it. The 

FTC Act and other laws that the 

Commission administers permit the 

collection of public comments to 

consider and use in this proceeding as 

appropriate. The Commission will 

consider all timely and responsive 

public comments that it receives on or 

before November 30, 2012. You can find 

more information, including routine 


pmangrum on DSK3VPTVN1PROD with NOTICES
66868 Federal Register / Vol. 77, No. 216 / Wednesday, November 7, 2012 / Notices 

uses permitted by the Privacy Act, in 

the Commission’s privacy policy, at 

http://www.ftc.gov/ftc/privacy.htm. 

Analysis of Agreement Containing 

Consent Order To Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted from 

Corning Incorporated (‘‘Corning’’), 

subject to final approval, an Agreement 

Containing Consent Orders (‘‘Consent 

Agreement’’), which is designed to 

remedy the anticompetitive effects of 

Corning’s proposed acquisition of 

substantially all of the assets of Becton, 

Dickinson and Company’s Discovery 

Labware Division (‘‘BDDL’’). Under the 

terms of the proposed Consent 

Agreement, Corning would be required 

to supply Sigma-Aldrich Co., LLC 

(‘‘Sigma Aldrich’’) with tissue culture 

treated (‘‘TCT’’) dishes, multi-well 

plates, and flasks on an interim basis, 

and in the future and at Sigma Aldrich’s 

request, provide Sigma Aldrich with the 

assets and assistance necessary to 

independently manufacture these 

products. 

The proposed Consent Agreement has 

been placed on the public record for 

thirty days for receipt of comments; any 

comments received will also become 

part of the public record. After thirty 

days, the Commission will again review 

the proposed Consent Agreement and 

the comments received, and will decide 

whether it should withdraw from the 

proposed Consent Agreement, modify it, 

or make it final. 

Pursuant to an agreement dated April 

12, 2012, Corning proposes to acquire 

substantially all of the assets of BDDL. 

The Commission’s Complaint alleges 

that the proposed acquisition, if 

consummated, would violate Section 7 

of the Clayton Act, as amended, 15 

U.S.C. 8, and Section 5 of the Federal 

Trade Commission Act, as amended, 15 

U.S.C. 45, by lessening competition in 

the North American markets for TCT 

multi-well plates, dishes, and flasks 

used in cell culture applications. The 

proposed Consent Agreement will 

remedy the alleged violations by 

replacing the competition that would 

otherwise be eliminated by the 

acquisition. 

II. The Parties 

Headquartered in Corning, New York, 

Corning is a leading manufacturer of 

specialty glass, plastics, and ceramics 

for a variety of applications. Corning’s 

Life Sciences division is a leading 

manufacturer of consumable plastic 

labware including TCT cell culture 

multi-well plates, dishes, and flasks. 

Discovery Labware, Inc., a division of 

Becton, Dickinson and Company, is 

headquartered in Bedford, 

Massachusetts. Becton, Dickinson and 

Company is a global medical technology 

company that supplies consumable 

plastic labware through is Discovery 

Labware division including TCT cell 

culture multi-well plates, dishes, and 

flasks. 

III. The Products and Structure of the 

Markets 

TCT cell culture vessels are plastic 

containers that are essentially surfaces 

upon which researchers cultivate cells. 

These products are purchased primarily 

by pharmaceutical companies, biotechnology companies, and academic 

institutions and used by cell culture 

laboratories. Tissue culture treatment 

alters the intrinsic qualities of the 

plastic to promote cell adhesion so that 

cells are more likely to grow and spread. 

Other advanced coatings and treatments 

exist, but these alternatives typically are 

used only in specialized applications, 

and are not viable substitutes for 

standard TCT cell culture vessels. 

North America is the relevant 

geographic area in which to analyze the 

effects of the proposed acquisition in 

the TCT cell culture markets. 

Each TCT cell culture market is 

highly concentrated. Corning and BDDL 

are the leading suppliers in each market. 

Other suppliers such as Thermo Fisher 

and Greiner Bio-One participate in each 

market, but no other suppliers are the 

size of Corning or BDDL. 

IV. Effects of the Acquisition 

The Proposed Acquisition would 

eliminate actual, direct, and substantial 

competition between Corning and BDDL 

in the markets for TCT cell culture 

vessels. By increasing Corning’s share in 

each market, while at the same time 

eliminating its most significant 

competitor, an acquisition of BDDL 

likely would allow Corning to 

unilaterally charge significantly higher 

prices for TCT cell culture vessels. 

V. Entry 

Entry into the relevant markets would 

not be timely, likely, or sufficient in 

magnitude, character, and scope to 

prevent the anticompetitive effects of 

the proposed acquisition. Entry would 

not take place in a timely manner 

because of the significant time required 

to gain a reputation among research 

scientists as a supplier of quality 

products. Given the time needed to 

enter the relevant markets, relative to 

the sizes of those markets, it is unlikely 

that an entrant could obtain sufficient 

sales to make the investment profitable. 

As a result, new entry or repositioning 

by other firms sufficient to ameliorate 

the competitive harm from the proposed 

acquisition is not likely to occur. 

VI. The Consent Agreement 

The proposed Consent Agreement 

remedies the acquisition’s likely 

anticompetitive effects in the TCT cell 

culture markets. The Consent 

Agreement requires Corning to supply 

Sigma Aldrich, on an interim basis, with 

Corning-manufactured TCT cell culture 

products until Sigma Aldrich has 

developed independent manufacturing 

capabilities. This supply agreement will 

enable Sigma Aldrich to immediately 

sell TCT cell culture products under its 

own brand name. The Consent 

Agreement also requires that Corning 

provide in the future, at Sigma Aldrich’s 

request, technical assistance necessary 

to begin manufacturing TCT cell culture 

multi-well plates, flasks, and dishes in 

a manner substantially similar to the 

manner in which Corning manufactures 

these products today. 

Headquartered in St. Louis, Missouri, 

Sigma Aldrich is a leading life sciences 

company that sells a variety of products 

used in pharmaceutical research. TCT 

cell culture multi-well plates, flasks, 

and dishes will complement Sigma 

Aldrich’s leading position in adjacent 

markets, including media and regents 

used in the cell culture process. Sigma 

Aldrich has an existing infrastructure 

for the marketing and sales of its 

laboratory products, and therefore is 

well-positioned to replace the 

competition that will be lost as a result 

of the proposed transaction. 

The Commission may appoint an 

interim monitor to oversee the supply of 

products and the future transfer of 

assets at any time after the Consent 

Agreement has been signed. In order to 

ensure that the Commission remains 

informed about the status of the 

proposed remedy, the proposed Consent 

Agreement requires the parties to file 

periodic reports with the Commission 

until the Decision and Order terminates. 

The purpose of this analysis is to 

facilitate public comment on the 

proposed Consent Agreement, and it is 

not intended to constitute an official 

interpretation of the proposed Consent 

Agreement or to modify its terms in any 

way. 

By direction of the Commission 

Donald S. Clark, 

Secretary. 

[FR Doc. 2012–27246 Filed 11–6–12; 8:45 am] 

BILLING CODE 6750–01–P 


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