ORIGINAL 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

Polypore International, Inc. 

a corporation 

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Docket No. 9327 

PUBLICI 

RESPONDENT'S MOTION FOR IN CAMERA TREATMENT 

OF CERTAIN TRIAL EXHIBITS 

In response to Administrative Law Judge Chappell's ("Judge Chappell") April 27, 2009 

Order on Respondent's Motion for In Camera Treatment ("April 27th Order"), Respondent 

removed 482 exhibits from its Final Proposed Exhibit List which resulted in 332 exhibits being 

removed from in camera consideration. Similarly, Complaint Counsel's revisions to its Final 

Proposed Exhibit List allowed Respondent to remove an additional 142 exhibits from in camera 

consideration? Additionally, Respondent has conducted a complete and thorough review of 

every exhibit identified in Respondent's original motion for in camera treatment in order to 

reduce the total number of exhibits for which Respondent seeks in camera protection. In total, 

Respondent has removed over 915 exhibits from in camera consideration, approximately 60% of 

the exhibits for which Respondent originally sought in camera protection. 

I This Motion refers to and contains information subject to Respondent's Second Motion for In Camera Treatment of 

Certain Trial Exhibits pursuant to Rule 3.45(b) of the FTC's Rules of Practice. Such information has been redacted and labeled 

"[Redacted - Subject to Pending Motion for In Camera Treatment)" in the public version of this Motion. 

2 In addition to removing specific exhibits as implied by Judge Chappell's April 2ih Order, Complaint Counsel's May 

1,2009 Final Proposed Exhibit List added several exhibits which had not previously been identified to Respondent's Counsel. 

The actual exhibits were not provided to Respondent's Counsel until May 4, 2009. Respondent's Counsel objects to the 

inclusion of these improperly added exhibits and will file a motion seeking their exclusion if Complaint Counsel does not 

immediately withdraw such exhibits. To the extent any such exhibits are ultimately admitted into evidence, Respondent's 

Counsel reserves the right to seek in camera protection for any such exhibit. See Letter of Adam C. Shearer dated May 4, 2009, 

attached hereto as Exhibit C. 

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Respondent Polypore International, Inc. ("Polypore") seeks in camera treatment for the 

remaining exhibits included in its original motion. These documents are highly sensitive and 

proprietary in nature. Public disclosure of such information would divulge Polypore's most 

sensitive and confidential information to competitors and/or customers, and would cause 

irreparable harm and serious injury to Polypore. Accordingly, Polypore respectfully requests an 

order requiring these materials to be used at the hearing only in camera and maintained under 

seal. 

The specific pages and documents which have been identified by Polypore, after multiple 

reviews of Complaint Counsel's and Polypore's revised Final Proposed Exhibit Lists, fall within 

the Commission's strict standards for in camera treatment as set forth in the April 2ih Order and 

the opinions of this Commission.3 Each exhibit identified by Polypore contains sensitive 

information that is "sufficiently secret and sufficiently material to [Polypore's] business that 

disclosure would result in serious competitive injury" and, even when balanced against the 

"importance of the information in explaining the rationale of Commission decisions" warrants in 

camera treatment. General Foods Corp., 95 FTC 352 (1980). The exhibits at issue in this 

Second Motion are listed in the index attached hereto as Exhibit A. For ease of reference, 

Polypore has grouped the exhibits identified in Exhibit A into the following categories: 

1. Category 1 - Business Plans & Strategies 

2. Category 2 - Contract Negotiations & Customer Contracts 

3. Category 3 - Intellectual Property & Proprietary Information 

4. Category 4 - Market Analysis Documents 

5. Category 5 - Pricing Strategy Documents 

3 See In re Dura Lube Corp., 1999 FTC LEXIS 255 (Dec. 23 1999); In re Hoechst Marion Roussel, Inc., 2000 FTC 

LEXIS 157 (Nov. 22, 2000) and 2000 FTC LEXIS 138 (Sept. 19,2000); and In re Basic Research, Inc., 2006 FTC LEXIS 14 

(Jan. 25, 2006) 

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6. Category 6 - Customer-Specific Documents 

7. Category 7 - Costing Data 

8. Category 8 - Sales & Financial Information 

9. Category 9 - Multiple Category Documents 

The grounds for this Second Motion are set forth herein, and this Second Motion is fully 

supported by the sworn Second Declaration of Michael Shor ("Shor Decl.") attached hereto as 

Exhibit B and which individually analyzes each item listed on Exhibit A. The documents 

themselves were previously provided as a DVD exhibit to Respondent's original motion. 

Introduction 

In response Judge Chappell's April 2ih Order, Respondent conduct a careful reexamination of each exhibit identified in Respondent's original motion to determine whether the 

confidential material met the strict standards warranting in camera treatment. As a result of this 

additional review, Respondent has carefully limited the number and nature of documents for 

which it requests in camera protection. Of the approximately 1,600 exhibits for which 

Respondent originally sought in camera treatment, over 915 exhibits have been removed. As 

Respondent will demonstrate herein and in the supporting Second Declaration of Michael Shor, 

the public disclosure of the remaining exhibits, identified in Exhibit A hereto, will likely result in 

a clearly defined, serious injury to Respondent, thus justifying in camera treatment under the 

standard articulated by the Commission in In re Dura Lube Corp., 1999 FTC LEXIS 255 (Dec. 

23 1999); In re Hoechst Marion Roussel, Inc., 2000 FTC LEXIS 157 (Nov. 22, 2000) and 2000 

FTC LEXIS 138 (Sept. 19,2000); and In re Basic Research, Inc., 2006 FTC LEXIS 14 (Jan. 25, 

2006). 

The exhibits identified in Exhibit A contain confidential information that is paramount to 

Polypore's business, competitiveness, and profitability. Indeed, revealing such information 

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would, among other things: (1) allow Polypore's competitors to gain a commercial advantage 

through knowledge of Polypore's pricing strategies, production capacities, technical know-how, 

and manufacturing processes; (2) give Polypore's customers a tactical advantage in future 

negotiations with Polypore; and (3) enable suppliers to peg the prices they charge Polypore. At 

the very least, disclosure of the information Polypore seeks to protect would deprive Polypore of 

its current bargaining position with customers and suppliers; at worst, competitors would be 

allowed unfettered access to Respondent's confidential and sensitive documents which will 

inevitably create a less competitive marketplace and harm competition. Continued 

confidentiality of these documents is key to maintaining Polypore's ability to develop, market, 

and sell its products in this competitive market dominated by powerful buyers. 

Argument 

Pursuant to Commission Rule 3.45(b), the Administrative Law Judge may order material, 

or portions thereof, offered into evidence ... to be placed in camera on a finding that their public 

disclosure will likely result "in a clearly defined, serious injury to the .. corporation requesting 

in camera treatment." 16 CFR. § 3.45(b)(emphasis added). Establishing that a "serious injury' 

would ensue with disclosure requires a demonstration that serious and irreparable harm will 

result from the Court's publication of the confidential documents. Meeting such a standard 

requires Respondent to make a clear showing that the information concerned is "sufficiently 

secret and sufficiently material to [Respondent's] business that disclosure would result in serious 

competitive injury." See Bristol-Myers Co., 90 FTC 455 (1977), General Foods Corp., 95 FTC 

352 (1980). 

In Bristol-Myers, 90 FTC 455 (1977), the Commission outlined six factors to be weighed 

when determining materiality and secrecy: (1) the extent to which the information is known 

outside of the applicant's business; (2) the extent to which the information is known by 

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employees and others involved in the applicant's business; (3) the extent of measures taken by 

the applicant to guard the secrecy of the information; (4) the value of the information to the 

applicant and its competitors; (5) the amount of effort or money expended by the applicant in 

developing the information; and (6) the ease or difficulty with which the information could be 

properly acquired or duplicated by others. Additionally, the Commission has expounded on the 

definition of "serious injury," stating "[t]he likely loss of business advantages is a good example 

of a clearly defined, serious injury." Hoechst Marion Roussel, Inc., 2000 FTC LEXIS 138 (Sept. 

19,2000). 

As set forth below and in the Second Declaration of Michael Shor, the documents list in 

Exhibit A, and grouped by the previously identified nine categories, contain information 

sufficiently secret, and sufficiently material to Polypore's business, that disclosure constitutes a 

serious competitive injury under the Bristol-Myers factors and prevailing Commission law. 

I. IN CAMERA TREATMENT IS WARRANTED FOR THE FOLLOWING 

POL YPORE DOCUMENTS 

A. Category One - Business Plans & Strategies 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

B. Category Two - Contract Negotiations & Customer Contracts 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

C. Category Three - Intellectual Property & Proprietary Information 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

D. Category Four - Market Analysis Documents 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

E. Category Five - Pricing Strategy Documents 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

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F. Category Six - Customer-Specific Documents 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

G. Category Seven - Costing Data 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

H. Category Eight - Sales and Financial Information 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

I. Category Nine - Multiple-Category Documents 

[Redacted - Subject to Pending Motion for In Camera Treatment] 

II. IN CAMERA TREATMENT IS ALSO WARRANTED FOR POSSIBLE TRIAL 

TESTIMONY BY POLYPORE'S WITNESSES 

Both Respondent and Complaint Counsel have designated several Polypore employees as 

potential trial witnesses. Polypore's employees will likely be questioned about the topics 

covered by this motion. Testimony on all of these topics could result in the disclosure of the 

same information contained in the documents described above. Thus, Polypore also requests that 

any trial testimony, either upon direct examination or cross examination by either party on any of 

these topics, be subject to in camera treatment for a period of three (3) to five (5) years from the 

date of this motion. 

Conclusion 

[Redacted - Subject to Pending Motion for In Camera Treatment]. For the foregoing 

reasons and those articulated in the Second Declaration of Michael Shor, Polypore respectfully 

requests that this Court grant in camera protection to all the documents identified on Exhibit A 

and any trial testimony related to the topics covered by the documents in Exhibit A. 

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Dated: May 5, 2009 

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Respectfully submitted, 

W~ 1UJ iBlzt-) William L. Rikard, Jr. 

Eric D. Welsh 

PARKER POE ADAMS & BERNSTEIN, LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 372-9000 

Facsimile: (704) 335-9689 

williamrikard@parkerpoe.com 

ericwelsh@parkerpoe.com 

John F. Graybeal 

PARKER POE ADAMS & BERNSTEIN, LLP 

150 Fayetteville Street 

Raleigh, NC 27602 

Telephone: (919) 835-4599 

Facsimile: (919) 828-0564 

johngraybeal@parkerpoe.com 

Attorneys for Respondent 
UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

Polypore International, Inc. 

a corporation 

) 

) 

) 

) 

) 

) 

Docket No. 9327 

PUBLIC DOCUMENT 

PROPOSED ORDER 

Upon consideration of Respondent's Second Motion for In Camera Treatment of Certain 

Trial Exhibits, any opposition thereto, any hearing thereon, and the entire record in this 

proceeding, 

IT IS HEREBY ORDERED, that Respondent's Motion is GRANTED. 

IT IS FURTHER ORDERED, that pursuant to Rule 3.45(b) of the Federal Trade 

Commission Rules of Practice, 16 C.F.R.§ 3. 45 (b) , the documents identified in the index 

attached as Exhibit A to the Motion, and any related trial testimony, shall be subject to the 

requested in camera treatment and will be kept confidential and not placed on the public record 

of this proceeding. 

Date: --------

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D. Michael Chappell 

Administrative Law Judge 
CERTIFICATE OF SERVICE 

I hereby certify that on May 5, 2009, I caused to be filed via hand delivery and electronic 

mail delivery an original and two copies of the foregoing Respondent's Second Motion for In 

Camera Treatment of Certain Trial Exhibits [PUBLIC], and that the electronic copy is a true 

and correct copy of the paper original and that a paper copy with an original signature is being 

filed with: 

Donald S. Clark, Secretary 

Office of the Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW, Rm. H-135 

Washington, DC 20580 

secretary@ftc.gov 

I hereby certify that on May 5, 2009, I caused to be served one copy via electronic mail 

delivery and two copies via overnight mail delivery of the foregoing Respondent's Second 

Motion for In Camera Treatment of Certain Trial Exhibits [PUBLIC] upon: 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

oali@ftc.gov 

I hereby certify that on May 5, 2009, I caused to be served via first-class mail delivery 

and electronic mail delivery a copy of the foregoing Respondent's Second Motion for In 

Camera Treatment of Certain Trial Exhibits [PUBLIC] upon: 

1. Robert Robertson, Esq. 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

rrobertson@ftc.gov 

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Steven Dahm, Esq. 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

sdahm@ftc.gov 

Parker 

B£~ey~~ Poe Adams & Bernstein LLP 

Three Wachovia Center 

401 South Tryon Street, Suite 3000 

Charlotte, NC 28202 

Telephone: (704) 335-9050 

Facsimile: (704) 334-4706 
Exhibits A-C

Redacted