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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Jon Leibowitz, Chairman

William E. Kovacic

J. Thomas Rosch

Edith Ramirez

Julie Brill

 

In the Matter of

Polypore International, Inc.

 a corporation.

Docket No. 9327

FINAL ORDER

The Commission has heard this matter upon the appeal of Respondent from the Initial

Decision, and upon briefs and oral argument in support thereof and in opposition thereto. For

the reasons stated in the accompanying Opinion of the Commission, the Commission has

determined to sustain the Initial Decision with certain modifications:

IT IS ORDERED that the Initial Decision of the Administrative Law Judge be, and it

hereby is, adopted as the Findings of Fact and Conclusions of Law of the Commission, to the

extent not inconsistent with the findings of fact and conclusions contained in the accompanying

Opinion.

Other findings of fact and conclusions of law of the Commission are contained in the

accompanying Opinion.

IT IS FURTHER ORDERED that the following Order to cease and desist be, and it

hereby is, entered:
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ORDER

I.

IT IS ORDERED THAT, as used in the Order, the following definitions shall apply:

A. "Acquirer" means any Person approved by the Commission pursuant to this Order to

acquire Microporous.

B. "Acquisition" means the acquisition of all of the outstanding shares of Microporous by

Respondent Polypore pursuant to a Stock Purchase Agreement dated February 29, 2008.

C. "Acquisition Date" means February 29, 2008.

D. "Battery Separator(s)" means porous electronic insulators placed between positively and

negatively charged lead plates in flooded lead-acid batteries to prevent electrical short

circuits while allowing ionic current to flow through the separator.

E. "Books and Records" means all originals and all copies of any operating, financial or

other books, records, documents, data and files relating to Microporous, including,

without limitation: customer files and records, customer lists, customer product

specifications, customer purchasing histories, customer service and support materials,

Customer Approvals and Information; accounting records; credit records and

information; correspondence; research and development data and files; production

records; distributor files; vendor files, vendor lists; advertising, promotional and

marketing materials, including website content; sales materials; records relating to any

employee who accepts employment with the Acquirer; educational materials; technical

information, data bases, and other documents, information, and files of any kind,

regardless whether the document, information, or files are stored or maintained in

traditional paper format, by means of electronic, optical, or magnetic media or devices,

photographic or video images, or any other format or media; provided, however, that

where documents or other materials included in the Books and Records to be divested

with Microporous contain information: (1) that relates both to Microporous and to

Polypore's Retained Assets or its other products or businesses and cannot be segregated

in a manner that preserves the usefulness of the information as it relates to Microporous;

or (2) for which the relevant part has a legal obligation to retain the original copies, the

relevant party shall be required to provide only copies or relevant excerpts of the

documents and materials containing this information. In instances where such copies are

provided to the Acquirer, the relevant party shall provide the Acquirer access to original

documents under circumstances where copies of the documents are insufficient for

evidentiary or regulatory purposes. The purpose of this proviso is to ensure that Polypore

provides the Acquirer with the above described information without requiring Polypore

to divest itself completely of information that, in content, also relates to its Retained

Assets or its other products or businesses.
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F. "Commission" means the Federal Trade Commission.

G. "Confidential Business Information" means any non-public information relating to

Microporous either prior to or after the Effective Date of Divestiture, including, but not

limited to, all customer lists, price lists, distribution or marketing methods, or Intellectual

Property relating to Microporous and:

1. Obtained by Respondent prior to the Effective Date of Divestiture; or,

2. Obtained by Respondent after the Effective Date of Divestiture, in the course of

performing Respondent's obligations under any Divestiture Agreement;

Provided, however, that Confidential Business Information shall not include:

1. Information that Respondent can demonstrate it obtained prior to the Acquisition

Date, other than information it obtained from Microporous during due diligence

pursuant to any confidentiality or non-disclosure agreement;

2. Information that is in the public domain when received by Respondent;

3. Information that is not in the public domain when received by Respondent and

thereafter becomes public through no act or failure to act by Respondent;

4. Information that Respondent develops or obtains independently, without violating

any applicable law or this Order; and

5. Information that becomes known to Respondent from a third party not in breach

of applicable law or a confidentiality obligation with respect to the information.

H. "Contracts" means all contracts or agreements of any kind related to Microporous, and all

rights under such contracts or agreements, including: Microporous Customer Contracts,

leases, software licenses, Intellectual Property licenses, warranties, guaranties, insurance

agreements, employment contracts, distribution agreements, product swap agreements,

sales contracts, supply agreements, utility contracts, collective bargaining agreements,

confidentiality agreements, and nondisclosure agreements.

I. "Customer" means any Person that is a direct or indirect purchaser of any Battery

Separator.

J. "Customer Approvals and Information" means, with respect to any Microporous Battery

Separator(s):

1. All consents, authorizations and other approvals, and pending applications and

requests therefor, required by any Customer applicable or related to the research,
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development, manufacture, finishing, packaging, distribution, marketing or sale

of any Battery Separator; and, 

2. All underlying information, data, filings, reports, correspondence or other

materials used to obtain or apply for any of the foregoing, including, without

limitation, all data submitted to and all correspondence with the Customer or any

other Person.

K. "Daramic Battery Separator(s)" means any Battery Separators manufactured or sold by

Respondent as of the day before the Acquisition Date, and any Battery Separators

manufactured or sold by Respondent after the Acquisition Date that do not utilize any

Microporous Intellectual Property other than Shared Intellectual Property.

L. "Direct Cost" means the cost of direct material and direct labor used to provide the

relevant assistance or service.

M. "Divestiture Agreement" means any agreement(s) between Respondent (or between a

Divestiture Trustee appointed under this Order) and the Acquirer approved by the

Commission, that effectuate the divestiture of Microporous required by Paragraphs II. or

IV. of this Order, to accomplish the purpose and requirements of this Order, as well as all

amendments, exhibits, attachments, agreements and schedules thereto, including, but not

limited to, any Technical Assistance Agreement or Transition Services Agreement.

N. "Divestiture Trustee" means a Person appointed pursuant to Paragraph IV. of this Order

to accomplish the divestiture of Microporous.

O. "Effective Date of Divestiture" means the date on which the divestiture of Microporous

to an Acquirer pursuant to the requirements of Paragraph II. or IV. of this Order is

completed.

P. "Employee Information" means the following, to the full extent permitted by applicable

law:

1. A complete and accurate list containing the name of each Microporous Employee;

2. With respect to each such employee, the following information:

a. The date of hire and effective service date;

b. Job title or position held;

c. A specific description of the employee's responsibilities related to

Microporous Battery Separators; provided, however, in lieu of this

description, Respondent may provide the employee's most recent

performance appraisal;
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d. The base salary or current wages;

e. The most recent bonus paid, aggregate annual compensation for

Respondent's last fiscal year and current target or guaranteed bonus, if

any;

f. Employment status (i.e., active or on leave or disability; full-time or parttime); and

g. Any other material terms and conditions of employment in regard to such

employee that are not otherwise generally available to similarly situated

employees; and

3. At the proposed Acquirer's option, copies of all employee benefit plan

descriptions (if any) applicable to the relevant employees.

Q. "Feistritz Plant" means all property and assets, tangible and intangible, owned, leased, or

operated by Respondent and located or used in connection with the research,

development, manufacture, finishing, packaging, distribution, marketing or sale of any

one or more of the Microporous Battery Separators at the former Microporous facility in

Feistritz, Austria, at any time from the Acquisition Date through the Effective Date of

Divestiture, including, but not limited to:

1. All real property interests (including fee simple and leasehold interests), including

all rights, easements and appurtenances, together with all buildings, structures,

facilities (including R&D and testing facilities), improvements, and fixtures,

including, but not limited to, all Battery Separator production lines (including the

two (2) production lines for polyethylene (PE) and/or CellForce Battery

Separators);

2. All Tangible Personal Property;

3. All governmental approvals, consents, licenses, permits, waivers, or other

authorizations, to the extent assignable; and

4. Inventories existing as of the Effective Date of Divestiture. 

Provided, however, that the definition of "Feistritz Plant" shall not include any assets

used solely to manufacture Daramic Battery Separators.

R. "Force Majeure Event" means whatever events, actions, occurrences or circumstances

have been identified or specified as constituting "force majeure" or a "force majeure

event" in a contract or agreement between the Respondent and a Customer for the supply

of Battery Separators.
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S. "Governmental Entity(ies)" means any federal, provincial, state, county, local, or other

political subdivision of the United States or any other country, or any department or

agency thereof.

T. "H&V Agreement" means the Cross Agency Agreement dated March 23, 2001, between

Daramic, Inc. and Hollingsworth & Vose Company, and all amendments (including, but

not limited to, the Renewal dated March 23, 2006), exhibits, attachments, agreements,

and schedules thereto.

U. "Intellectual Property" means Patents, Manufacturing Technology, Know-How, and

Trade Names and Marks.

V. "Inventories" means:

1. All inventories, stores and supplies of finished Battery Separators and work in

progress; and,

2. All inventories, stores and supplies of raw materials and other supplies related to

the research, development, manufacture, finishing, packaging, distribution,

marketing or sale of any Battery Separators.

W. "Jungfer Technology" means all Intellectual Property owned or licensed by Respondent

as a result of its acquisition of Separatorenerzeungung GmbH ("Jungfer") on November

16, 2001.

X. "Know-How" means all know-how, trade secrets, techniques, systems, software, data

(including data contained in software), formulae, designs, research and test procedures

and information, inventions, processes, practices, protocols, standards, methods

(including, but not limited to, test methods and results), customer service and support

materials, and other confidential or proprietary technical, technological, business,

research, development and other materials and information related to the research,

development, manufacture, finishing, packaging, distribution, marketing or sale of

Battery Separators, and all rights in any jurisdiction to limit the use or disclosure thereof,

anywhere in the world.

Y. "Line in Boxes" means all property and assets, tangible and intangible, related to any

capacity expansions proposed, planned or under consideration by Microporous as of the

Acquisition Date, including, but not limited to, all engineering plans, equipment,

machinery, tooling, spare parts, and other tangible property, wherever located, relating to

a proposed, planned or contemplated capacity expansion to be accomplished through

installation of an additional Battery Separator production line at the Piney Flats Plant.

Z. "Manufacturing Technology" means all technology, technical information, data, trade

secrets, Know-How, and proprietary information, anywhere in the world, related to the

research, development, manufacture, finishing, packaging or distribution of Battery
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Separators, including, but not limited to, all recipes, formulas, formulations, blend

specifications, customer specifications, equipment (including repair and maintenance

information), tooling, spare parts, processes, procedures, product development records,

trade secrets, manuals, quality assurance and quality control information and

documentation, regulatory communications, and all other information relating to the

above-described processes.

AA. "Microporous" means Microporous Holding Corporation, a corporation organized,

existing and doing business under and by virtue of the laws of the State of Delaware,

with its offices and principal place of business as of the Acquisition Date located at 100

Spear Street, Suite 100, San Francisco, CA 94111, and its joint ventures, subsidiaries,

divisions, groups, and affiliates (including, but not limited to, Microporous Products, L.P.

and Microporous Products, GmbH) controlled by Microporous Holding Corporation, and

all assets of Microporous Holding Corporation acquired by Respondent in connection

with the Acquisition, including, but not limited to:

1. All of Respondent's rights, title and interest in and to the following property and

assets, tangible and intangible, wherever located, and any improvements,

replacements or additions thereto that have been created, developed, leased,

purchased, or otherwise acquired by Respondent after the Acquisition Date,

relating to the research, development, manufacture, finishing, packaging,

distribution, marketing, or sale of Microporous Battery Separators:

a. the Piney Flats Plant;

b. the Feistritz Plant;

c. the Line in Boxes;

d. Microporous Intellectual Property;

e. Contracts; and

f. Books and Records; and

2. All rights to use Shared Intellectual Property pursuant to a Shared Intellectual

Property License;

BB. "Microporous Battery Separator(s)" means all Battery Separators with respect to which

Microporous was engaged in research, development, manufacture, finishing, packaging,

distribution, marketing or sale as of the Acquisition Date, and all Battery Separators

distributed, marketed or sold after the Acquisition Date using any Microporous Trade

Names and Marks.
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CC. "Microporous Copyrights" means all rights to all original works of authorship of any

kind, both published and unpublished, relating to Microporous Battery Separators and

any registrations and applications for registrations thereof and all rights to obtain and file

for copyrights and registrations thereof.

DD. "Microporous Customer Contracts" means all open purchase orders, contracts or

agreements or Terminable Contracts for Microporous Battery Separators or for Battery

Separators being supplied from the Piney Flats Plant or the Feistritz Plant at any time

from the Acquisition Date through the Effective Date of Divestiture except for Daramic

Battery Separators.

EE. "Microporous Employee(s)" means any Person:

1. Employed by Microporous as of the Acquisition Date;

2. Employed at the Piney Flats Plant at any time from the Acquisition Date through 

the Effective Date of Divestiture; or

3. Employed at the Feistritz Plant at any time from the Acquisition Date through the

Effective Date of Divestiture.

FF. "Microporous Intellectual Property" means all rights, title and interest in and to:

1. All Microporous Patents;

2. All Microporous Manufacturing Technology;

3. All Microporous Know-How;

4. All Microporous Trade Names and Marks;

5. All Microporous Copyrights; and

6. All rights in any jurisdiction anywhere in the world to sue and recover damages or

obtain injunctive relief for infringement, dilution, misappropriation, violation or

breach, or otherwise to limit the use or disclosure of any of the foregoing.

GG. "Microporous Know-How" means all Know-How relating to the research, development,

manufacture, finishing, packaging, distribution, marketing, or sale of Microporous

Battery Separators or otherwise used in connection with Microporous.

HH. "Microporous Manufacturing Technology" means all Manufacturing Technology relating

to the research, development, manufacture, finishing, packaging, distribution, marketing,

or sale of Microporous Battery Separators or otherwise used in connection with

Microporous.
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II. "Microporous Patents" means all Patents relating to the research, development,

manufacture, finishing, packaging, distribution, marketing, or sale of Microporous

Battery Separators or otherwise used in connection with Microporous.

JJ. "Microporous Trade Names and Marks" means all Trade Names and Marks relating to

the research, development, manufacture, finishing, packaging, distribution, marketing, or

sale of Microporous Battery Separators or otherwise used in connection with

Microporous, including, but not limited to, all rights to commercial names, "doing

business as" (d/b/a) names, service marks and applications for or using the words: 

"Microporous," "Amerace," "CeIlForce," "FLEX-SIL,""ACE-SIL;" and all rights in

internet web sites and internet domain names using any of the above.

KK. "Monitor Trustee" means a Person appointed with the Commission's approval to oversee

the divestiture requirements of this Order, including Respondent's compliance with the

Order's requirements.

LL. "Patent(s)" means all patents, patents pending, patent applications and statutory invention

registrations, including reissues, divisions, continuations, continuations-in-part,

substitutions, extensions and reexaminations thereof, all inventions disclosed therein, all

rights therein provided by international treaties and conventions, and all rights to obtain

and file for patents and registrations thereto, anywhere in the world.

MM. "Person" means any individual, partnership, joint venture, firm, corporation, association,

trust, unincorporated organization, joint venture, or other business or governmental

entity, and any subsidiaries, divisions, groups or affiliates thereof.

NN. "Piney Flats Plant" means all property and assets, tangible and intangible, owned, leased,

or operated by Respondent and located or used in connection with the research,

development, manufacture, finishing, packaging, distribution, marketing or sale of any

one or more of the Microporous Battery Separators at the former Microporous facility in

Piney Flats, Tennessee, at any time from the Acquisition Date through the Effective Date

of Divestiture, including, but not limited to:

1. All real property interests (including fee simple and leasehold interests), including

all rights, easements and appurtenances, together with all buildings, structures,

facilities (including R&D and testing facilities), improvements, and fixtures,

including, but not limited to, all Battery Separator production lines (including the

three (3) production lines for Ace-Sil, Flex-Sil, and polyethylene (PE) and/or

CellForce Battery Separators), pilot lines and test lines;

2. All Tangible Personal Property;

3. All governmental approvals, consents, licenses, permits, waivers, or other

authorizations, to the extent assignable; and
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4. Inventories existing as of the Effective Date of Divestiture.

Provided, however, that the definition of "Piney Flats Plant" shall not include any assets

used solely to manufacture Daramic Battery Separators.

OO. "Polypore" or "Respondent" means Polypore International, Inc., its directors, officers,

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

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

International, Inc. (including, but not limited to, Daramic, LLC), and the respective

directors, officers, employees, agents, representatives, predecessors, successors, and

assigns of each.

PP. "Releasee(s)" means the Acquirer, any entity controlled by or under common control

with the Acquirer, and any licensees, sublicensees, manufacturers, suppliers, and

distributors of the Acquirer ("affiliates"); and any Customers of the Acquirer or of

affiliates of the Acquirer.

QQ. "Retained Asset(s)" means:

1. Any propert(ies) or asset(s), tangible or intangible:

a. That were owned, created, developed, leased, or operated by Polypore

prior to the Acquisition; or

b. That relate(s) solely to any Polypore product, service or business except

what is included in the definition of Microporous under this Order; and

2. Polypore's right to use, exploit, and improve Shared Intellectual Property; 

provided, however, that Polypore shall have no right to hinder, prevent, or enjoin

the Acquirer's use, exploitation, or improvement of Shared Intellectual Property,

or to use without the Acquirer's consent any improvements after the Effective

Date of Divestiture to the Shared Intellectual Property by the Acquirer.

RR. "Retention Bonus" means the compensation provided for each of the Microporous

Employees.

SS. "Shared Intellectual Property" means all of the following:

1. any Intellectual Property that is a Retained Asset that was also used in connection

with the research, development, manufacture, finishing, packaging, distribution,

marketing, or sale of Microporous Battery Separators or otherwise used in

connection with Microporous at any time from the Acquisition Date through the

Effective Date of Divestiture; or 
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2. any Intellectual Property that has been used by Respondent in connection with a

Retained Asset that was also used in connection with the research, development,

manufacture, finishing, packaging, distribution, marketing, or sale of

Microporous Battery Separators or otherwise used in connection with

Microporous at any time from the Acquisition Date through the Effective Date of

Divestiture.

TT. "Shared Intellectual Property License" means: (i) a worldwide, royalty free, perpetual,

irrevocable, transferrable, sub licensable, non-exclusive license to all Shared Intellectual

Property owned by or licensed to Respondent for any use, and (ii) such tangible

embodiments of the licensed rights (including but not limited to physical and electronic

copies) as may be necessary to enable the Acquirer to utilize the licensed rights.

UU. "Tangible Personal Property" means all machinery, equipment, spare parts, tools, and

tooling (whether customer specific or otherwise); furniture, office equipment, computer

hardware, supplies and materials; vehicles and rolling stock; and other items of tangible

personal property of every kind whether owned or leased, together with any express or

implied warranty by the manufacturers, sellers or lessors of any item or component part

thereof, and all maintenance records and other documents relating thereto.

VV. "Technical Services Agreement" means the provision by Respondent Polypore at Direct

Cost of all advice, consultation, and assistance reasonably necessary for any Acquirer to

receive and use, in any manner related to achieving the purposes of this Order, any asset,

right, or interest relating to Microporous.

WW. "Terminable Contract(s)" means all contracts or agreements and rights under contracts or

agreements between the Respondent and any Customer(s) for the supply of any Battery

Separator in or to North America (including the entirety of any contract or agreement that

includes in the same contract or agreement the supply of Battery Separators both inside

and outside North America) in effect at any time from the date the Order becomes final

and effective through the Effective Date of Divestiture; provided, however, that

"Terminable Contracts" does not include any contracts or agreements between

Respondent or Microporous and any Customer(s) for the supply of any Battery Separator

that was entered into prior to the Acquisition Date, except to the extent such contract or

agreement was amended or modified, including changes to the pricing terms, after the

Acquisition Date; provided further, however, that such amended or modified portion of

such contract or agreement shall be considered a "Terminable Contract."

XX. "Trade Names and Marks" means all trade names, commercial names and brand names,

all registered and unregistered trademarks, including registrations and applications for

registration thereof (and all renewals, modifications, and extensions thereof), trade dress,

logos, service marks and applications, geographical indications or designations, and all

rights related thereto under common law and otherwise, and the goodwill symbolized by

and associated therewith, anywhere in the world.
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YY. "Transition Services Agreement" means an agreement requiring Respondent Polypore to

provide at Direct Cost all services reasonably necessary to transfer administrative support

services to the Acquirer of Microporous, including, but not limited to, such services

related to payroll, employee benefits, accounts receivable, accounts payable, and other

administrative and logistical support.

II.

IT IS FURTHER ORDERED THAT:

A. Not later than six (6) months after the date the divestiture provisions of this Order

become final and effective, Respondent shall divest Microporous, absolutely and in good

faith, and at no minimum price, to an Acquirer that receives the prior approval of the

Commission and in a manner, including pursuant to a Divestiture Agreement, that

receives the prior approval of the Commission.

B. Respondent shall comply with all terms of the Divestiture Agreement approved by the

Commission pursuant to this Order, which agreement shall be deemed incorporated by

reference into this Order, and any failure by Respondent to comply with any term of the

Divestiture Agreement shall constitute a failure to comply with this Order. The

Divestiture Agreement shall not reduce, limit or contradict, or be construed to reduce,

limit or contradict, the terms of this Order; provided, however, that nothing in this Order

shall be construed to reduce any rights or benefits of any Acquirer or to reduce any

obligations of Respondent under such agreement; provided further, however, that if any

term of the Divestiture Agreement varies from the terms of this Order ("Order Term"),

then to the extent that Respondent cannot fully comply with both terms, the Order Term

shall determine Respondent's obligations under this Order. Notwithstanding any

paragraph, section, or other provision of the Divestiture Agreement, any failure to meet

any condition precedent to closing (whether waived or not) or any modification of the

Divestiture Agreement, without the prior approval of the Commission, shall constitute a

failure to comply with this Order.

C. Prior to the Effective Date of Divestiture, Respondent shall:

1. Restore to Microporous any assets of Microporous as of the Acquisition Date that

were removed from Microporous at any time from the Acquisition Date through

the Effective Date of Divestiture, other than Battery Separators sold in the

ordinary course of business and Inventories consumed in the ordinary course of

business;

2. To the extent any fixtures or Tangible Personal Property have been removed from

the Feistritz Plant, the Piney Flats Plant or the Line in Boxes after the Acquisition

Date and not returned or replaced with equivalent assets, such fixtures or

Tangible Personal Property shall be returned and restored to good working order
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suitable for use under normal operating conditions or replaced with equivalent

assets;

3. Secure at its sole expense all consents and waivers from Persons that are

necessary to divest any property or assets, tangible or intangible (including, but

not limited to, any Contract), of Microporous to the Acquirer; provided, however,

that in instances where (i) Microporous Battery Separators are sold together with

Daramic Battery Separators under the same Terminable Contract, Respondent

shall only be required to obtain such consents and waivers from the Customer as

necessary to divest that portion of the Terminable Contract pertaining to

Microporous Battery Separators; or (ii) any Contracts (including, but not limited

to, supply agreements) are utilized in connection with the manufacture of

Microporous Battery Separators and Daramic Battery Separators under the same

Contract, Respondent shall only be required to obtain such consents and waivers

from the other contracting party as necessary to divest that portion of the Contract

pertaining to Microporous Battery Separators; provided further, however, that if

for any reason Respondent is unable to accomplish such an assignment or transfer

of Contracts, it shall enter into such agreements, contracts, or licenses as are

necessary to realize the same effect as such transfer or assignment; and

4. Grant to the Acquirer a Shared Intellectual Property License for use in connection

with Microporous as divested pursuant to this Order.

D. Respondent shall take all actions reasonably necessary to assist the Acquirer in

evaluating, recruiting and employing any Microporous Employees, including (at the

Acquirer's option), but not limited to, the following:

1. Not later than thirty (30) days before the execution of a Divestiture Agreement,

Respondent shall: (i) provide the Acquirer with a list of all Microporous

Employees, and Employee Information for each Person on the list; (ii) provide

any available contact information, including last known address for any Person

formerly employed as a Microporous Employee whose employment terminated

prior to execution of a Divestiture Agreement; (iii) allow the Acquirer an

opportunity to interview any Microporous Employees personally, and outside the

presence or hearing of any employee or agent of Respondent; and, (iv) allow the

Acquirer to inspect the personnel files and other documentation relating to such

Microporous Employees, to the extent permitted under applicable laws;

2. Respondent shall: (i) not directly or indirectly impede or interfere with the

Acquirer's offer of employment to any Microporous Employee(s); (ii) not directly

or indirectly attempt to persuade, or offer any incentive to, any Microporous

Employee(s) to decline employment with the Acquirer; (iii) remove any

contractual impediments and irrevocably waive any legal or equitable rights it

may have that may deter any Microporous Employee from accepting employment

with the Acquirer, including, but not limited to, any non-compete or
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confidentiality provisions of employment or other contracts with Respondent;

provided, however, that Respondent may enforce confidentiality provisions

related to Daramic Battery Separators; and,

3. Respondent shall: (i) continue to extend to any Microporous Employees, during

their employment prior to the Effective Date of Divestiture, all employee benefits

offered by Respondent, including regularly scheduled or merit raises and bonuses,

and regularly scheduled vesting of all pension benefits; (ii) pay a Retention Bonus

to any Microporous Employee(s) to whom the Acquirer has made a written offer

of employment who accepts a position with the Acquirer at the time of divestiture

of Microporous.

E. For a period of two (2) years from the Effective Date of Divestiture, Respondent shall

not:

 1. directly or indirectly solicit or induce, or attempt to solicit or induce, any

Microporous Employee who has accepted an offer of employment with, or who is

employed by, the Acquirer to terminate his or her employment relationship with

the Acquirer; or

2. hire or enter into any arrangement for the services of any Microporous Employee

who has accepted an offer of employment with, or who is employed by, the

Acquirer;

Provided, however, Respondent may do the following: (i) advertise for employees in

newspapers, trade publications, or other media not targeted specifically at anyone or

more of the employees of the Acquirer; (ii) hire any Microporous Employee whose

employment has been terminated by the Acquirer; or (iii) hire a Microporous Employee

who has applied for employment with Respondent, provided that such application was

not solicited or induced in violation of this Order.

F. Respondent shall include in any Divestiture Agreement related to Microporous the

following provisions:

1. Respondent shall covenant to the Acquirer that Respondent shall not join, file,

prosecute or maintain any suit, in law or equity, either directly or indirectly

through a third part, against the Acquirer or any Releasees under Intellectual

Property that is owned or licensed by Respondent as of the Effective Date of

Divestiture, including, but not limited to, the Jungfer Technology, if such suit

would have the potential to interfere with the Acquirer's freedom to practice in the

research, development, manufacture, use, import, export, distribution, offer to sell

or sale of Microporous Battery Separators;

2. Upon reasonable notice and request from the Acquirer to Respondent,

Respondent shall provide, in a timely manner, at no greater than Direct Cost,
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assistance of knowledgeable employees of the Respondent to assist the Acquirer

to defend against, respond to, or otherwise participate in any litigation related to

the Microporous Intellectual Property or Shared Intellectual Property; and

3. At the option of the Acquirer:

a. A Technical Services Agreement, provided, however, the term of any

Technical Services Agreement shall be at the option of the Acquirer, but

not longer than two (2) years from the Effective Date of Divestiture.

b. A Transition Services Agreement, provided, however, the term of the

Transition Services Agreement shall be at the option of the Acquirer, but

not longer than two (2) years from the Effective Date of Divestiture;

Provided, however, that Respondent shall not (i) require the Acquirer to pay

compensation for services under such agreements that exceeds the Direct Cost of

providing such goods and services, or (ii) terminate its obligation(s) under such

agreements because of a material breach by the Acquirer of any such agreement

in the absence of a final order by a court of competent jurisdiction, or (iii) seek to

limit the damages (such as indirect, special, and consequential damages) which

any Acquirer would be entitled to receive in the event of Respondent's breach of

any such agreement.

G. Respondent shall:

1. submit to the Acquirer, at Respondent's expense, all Confidential Business

Information;

2. deliver such Confidential Business Information as follows: (i) in good faith; (ii)

as soon as practicable, avoiding any delays in transmission of the respective

information; and (iii) in a manner that ensures its completeness and accuracy and

that fully preserves its usefulness;

3. pending complete delivery of all such Confidential Business Information to the

Acquirer, provide the Acquirer and the Monitor Trustee (if any has been

appointed) with access to all such Confidential Business Information and

employees who possess or are able to locate such information for the purposes of

identifying the books, records, and files that contain such Confidential Business

Information and facilitating the delivery in a manner consistent with this Order;

4. not use, directly or indirectly, any such Confidential Business Information (other

than as necessary to comply with the following: (i) the requirements of this

Order; (ii) the Respondent's obligations to the Acquirer under the terms of any

Divestiture Agreement; or (iii) applicable Law);
16

5. not disclose or convey any such Confidential Business Information, directly or

indirectly, to any Person except the Acquirer, the Monitor Trustee, or the

Commission;

6. Respondent shall devise and implement measures to protect against the storage,

distribution, and use of Confidential Business Information that is not expressly

permitted by this Order. These measures shall include, but not be limited to,

restrictions placed on access by Persons to information available or stored on any

of Respondent's computers or computer networks; and

7. Respondent may use Confidential Business Information only (i) for the purpose

of performing Respondent's obligations under this Order; or, (ii) to ensure

compliance with legal and regulatory requirements; to perform required auditing

functions; to provide accounting, information technology and credit-underwriting

services, to provide legal services associated with actual or potential litigation and

transactions; and to monitor and ensure compliance with financial, tax reporting,

governmental environmental, health, and safety requirements.

H. The purpose of the divestiture of Microporous is to create an independent, viable and

effective competitor in the markets in which Microporous was engaged at the time of the

Acquisition Date, and to remedy the lessening of competition resulting from the

Acquisition as alleged in the Commission's Complaint.

III.

IT IS FURTHER ORDERED THAT:

A. Within thirty (30) days after this Order becomes final and effective, Respondent shall

retain a Monitor Trustee, acceptable to the Commission, to monitor Respondent's

compliance with its obligations and responsibilities under this Order, consult with

Commission staff, and report to the Commission regarding Respondent's compliance

with its obligations and responsibilities under this Order. 

B. If Respondent fails to retain a Monitor Trustee as provided in Paragraph III.A. of this

Order, a Monitor Trustee, acceptable to the Commission, shall be identified and selected

by the Commission's staff within forty-five (45) days after this Order becomes final and

effective.

C. Respondent shall consent to the following terms and conditions regarding the powers,

duties, authorities, and responsibilities of the Monitor Trustee selected under Paragraph

III.A or III.B. of this Order:

1. The Monitor Trustee shall have the power and authority to monitor Respondent's

compliance with the terms of this Order and shall exercise such power and

authority and carry out the duties and responsibilities of the Monitor Trustee
17

pursuant to the terms of this Order in a manner consistent with the purposes of the

Order and in consultation with Commission's staff.

2. Within ten (10) days after the Commission's approval of the Monitor Trustee,

Respondent shall execute an agreement that, subject to the approval of the

Commission, confers on the Monitor Trustee all the rights and powers necessary

to permit the Monitor Trustee to monitor Respondent's compliance with the terms

of this Order in a manner consistent with the purposes of this Order. If requested

by Respondent, the Monitor Trustee shall sign a confidentiality agreement

prohibiting the use, or the disclosure to anyone other than the Commission (or any

Person retained by the Monitor Trustee pursuant to Paragraph III.C.5. of this

Order), of any competitively sensitive or proprietary information gained as a

result of his or her role as Monitor Trustee, for any purpose other than

performance of the Monitor Trustee's duties under this Order.

3. The Monitor Trustee shall serve until the expiration of the period for Customers

to seek reopening and renegotiation or termination of Terminable Contracts as

provided in Paragraph VI. of this Order; provided, however, that the Commission

may modify this period as may be necessary or appropriate to accomplish the

purposes of the Order.

4. Subject to any demonstrated legally recognized privilege, the Monitor Trustee

shall have full and complete access to Respondent's personnel, books, documents,

records kept in the normal course of business, facilities and technical information,

and such other relevant information as the Monitor Trustee may reasonably

request, related to Respondent's compliance with its obligations under the Order,

including, but not limited to, its obligations related to Microporous assets. 

Respondent shall cooperate with any reasonable request of the Monitor Trustee

and shall take no action to interfere with or impede the Monitor Trustee's ability

to monitor Respondent's compliance with the Order.

5. The Monitor Trustee shall serve, without bond or other security, at the expense of

Respondent on such reasonable and customary terms and conditions as the

Commission may set. The Monitor Trustee shall have authority to employ, at the

expense of the Respondent, such consultants, accountants, attorneys and other

representatives and assistants as are reasonably necessary to carry out the Monitor

Trustee's duties and responsibilities. The Monitor Trustee shall account for all

expenses incurred, including fees for his or her services, subject to the approval of

the Commission.

6. Respondent shall indemnify the Monitor Trustee and hold the Monitor Trustee

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

of, or in connection with, the performance of the Monitor Trustee's duties,

including all reasonable fees of counsel and other reasonable expenses incurred in

connection with the preparations for, or defense of, any claim, whether or not
18

resulting in any liability, except to the extent that such losses, claims, damages,

liabilities, or expenses result from the Monitor Trustee's gross negligence or

willful misconduct. For purposes of this Paragraph III.C.6., the term "Monitor

Trustee" shall include all Persons retained by the Monitor Trustee pursuant to

Paragraph III.C.5. of this Order.

7. Respondent shall provide copies of reports to the Monitor Trustee in accordance

with the requirements of this Order and/or as otherwise provided in any

agreement approved by the Commission.

8. The Monitor Trustee shall report in writing to the Commission (i) every sixty (60)

days from the date the Monitor Trustee is appointed, (ii) at the time a divestiture

package is presented to the Commission for its approval, and (iii) at any other

time as requested by the staff of the Commission, concerning Respondent's

compliance with this Order.

D. The Commission may, among other things, require the Monitor Trustee and each of the

Monitor Trustee's consultants, accountants, attorneys and other representatives and

assistants to sign an appropriate confidentiality agreement related to Commission

materials and information received in connection with the performance of the Monitor

Trustee's duties.

E. If at any time the Commission determines that the Monitor Trustee has ceased to act or

failed to act diligently, the Commission may appoint a substitute Monitor Trustee in the

same manner as provided in this Paragraph.

F. The Commission may on its own initiative, or at the request of the Monitor Trustee, issue

such additional orders or directions as may be necessary or appropriate to assure

compliance with the requirements of the Order.

G. Respondent shall cooperate with the Monitor Trustee appointed pursuant to this

Paragraph in the performance any duties and responsibilities under this Order. 

IV.

IT IS FURTHER ORDERED THAT:

A. If Respondent has not divested, absolutely and in good faith, Microporous within the

time period or in the manner required by Paragraph II. of this Order, then the

Commission may at any time appoint a Divestiture Trustee to divest Microporous to an

Acquirer and in a manner, including pursuant to a Divestiture Agreement, that satisfies

the purposes and requirements of this Order.

B. In the event that the Commission or the Attorney General brings an action pursuant to §

5(1) of the Federal Trade Commission Act, 15 U.S.C. § 45(1), or any other statute
19

enforced by the Commission, for any failure by Respondent to comply with this Order,

Respondent shall consent to the appointment of a Divestiture Trustee in such action.

Neither the decision of the Commission to appoint a Divestiture Trustee, nor the decision

of the Commission not to appoint a Divestiture Trustee, shall preclude the Commission

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

including a court-appointed trustee, pursuant to § 5(1) of the Federal Trade Commission

Act, 15 U.S.C. § 45(1), or any other statute enforced by the Commission, for any failure

by the Respondent to comply with this Order.

C. The Commission shall select the Divestiture Trustee, subject to the consent of

Respondent, which consent shall not be unreasonably withheld. The Divestiture Trustee

shall be a Person with experience and expertise in acquisitions and divestitures and may

be the same Person as the Monitor Trustee appointed under Paragraph III. of this Order. 

If Respondent has not opposed, in writing, including the reasons for opposing, the

selection of any proposed Divestiture Trustee within ten (10) days after notice by the

staff of the Commission to Respondent of the identity of any proposed Divestiture

Trustee, Respondent shall be deemed to have consented to the selection of the proposed

Divestiture Trustee.

D. Within ten (10) days after appointment of the Divestiture Trustee, Respondent shall

execute a trust agreement ("Divestiture Trustee Agreement") that, subject to the prior

approval of the Commission transfers to the Divestiture Trustee all rights and powers

necessary to effect the relevant divestiture, and to enter into any relevant agreements,

required by this Order.

E. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this

Paragraph IV. of this Order, Respondent shall consent to, and the Divestiture Trustee

Agreement shall include, the following terms and conditions regarding the Divestiture

Trustee's powers, duties, authority, and responsibilities:

1. Subject to the prior approval of the Commission, the Divestiture Trustee shall

have the exclusive power and authority to divest relevant assets or enter into

relevant agreements pursuant to the terms of this Order and in a manner

consistent with the purposes of this Order.

2. The Divestiture Trustee shall have twelve (12) months from the date the

Commission approves the Divestiture Trustee Agreement described in this

Paragraph IV. of this Order to divest relevant assets pursuant to the terms of this

Order. If, however, at the end of the applicable twelve-month period, the

Divestiture Trustee has submitted to the Commission a plan of divestiture, or

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

may be extended by the Commission, or, in the case of a court-appointed trustee,

by the court.
20

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee

shall have full and complete access to the personnel, books, records and facilities

of Respondent related to Microporous or related to any other relevant

information, as the Divestiture Trustee may request. Respondent shall develop

such financial or other information as the Divestiture Trustee may request and

shall cooperate with the Divestiture Trustee. Respondent shall take no action to

interfere with or impede the Divestiture Trustee's accomplishment of his or her

responsibilities. At the option of the Commission, any delays in divestiture or

entering into any agreement caused by Respondent shall extend the time for

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

determined by the Commission or, for a court-appointed Divestiture Trustee, by

the court.

4. The Divestiture Trustee Agreement shall prohibit the Divestiture Trustee, and

each of the Divestiture Trustee's consultants, accountants, attorneys, and other

representatives and assistants from disclosing, except to the Commission (and in

the case of a court-appointed trustee, to the court) Confidential Business

Information; provided, however, Confidential Business Information may be

disclosed to potential acquirers and to the Acquirer as may be reasonably

necessary to achieve the divestiture required by this Order. The Divestiture

Trustee Agreement shall terminate when the divestiture required by this Order is

consummated.

5. The Divestiture Trustee shall use commercially reasonable best efforts to

negotiate the most favorable price and terms available in each contract that is

submitted to the Commission, subject to Respondent's absolute and unconditional

obligation to divest at no minimum price. The divestiture shall be made to, and a

Divestiture Agreement executed with, an Acquirer in the manner set forth in

Paragraph II. of this Order; provided, however, if the Divestiture Trustee receives

bona fide offers from more than one acquiring entity, and if the Commission

determines to approve more than one acquiring entity, the Divestiture Trustee

shall divest to the acquiring entity or entities selected by Respondent from among

those approved by the Commission, provided further, however, that Respondent

shall select such entity within five (5) days of receiving notification of the

Commission's approval.

6. The Divestiture Trustee shall serve, without bond or other security, at the expense

of Respondent, on such reasonable and customary terms and conditions as the

Commission or a court may set. The Divestiture Trustee shall have the authority

to employ, at the expense of Respondent, such consultants, accountants,

attorneys, investment bankers, business brokers, appraisers, and other

representatives and assistants as are necessary to carry out the Divestiture

Trustee's duties and responsibilities. The Divestiture Trustee shall account for all

monies derived from the divestiture and all expenses incurred. After approval by

the Commission and, in the case of a court-appointed trustee, by the court, of the
21

account of the trustee, including fees for his or her services, all remaining monies

shall be paid at the direction of Respondent. The Divestiture Trustee's

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

arrangement contingent on the Divestiture Trustee's locating an Acquirer and

assuring compliance with this Order. The powers, duties, and responsibilities of

the Divestiture Trustee (including, but not limited to, the right to incur fees or

other expenses) shall terminate when the divestiture required by this Order is

consummated, and the Divestiture Trustee has provided an accounting for all

monies derived from the divestiture and all expenses occurred.

7. Respondent shall indemnify the Divestiture Trustee and hold the Divestiture

Trustee harmless against any losses, claims, damages, liabilities, or expenses

arising out of, or in connection with, the performance of the Divestiture 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 gross negligence, wilful or wanton acts, or bad

faith by the Divestiture Trustee. For purposes of this Paragraph, the term

"Divestiture Trustee" shall include all Persons retained by the Divestiture Trustee

pursuant to Paragraph IV.E.6. of this Order.

8. The Divestiture Trustee shall have no obligation or authority to operate or

maintain Microporous.

9. The Divestiture Trustee shall report in writing to the Commission every two (2)

months concerning his or her efforts to divest and enter into agreements related to

Microporous, and Respondent's compliance with the terms of this Order.

F. If the Commission determines that the Divestiture Trustee has ceased to act or failed to

act diligently, the Commission may appoint a substitute trustee in the same manner as

provided in this Paragraph IV. of this Order.

G. The Commission or, in the case of a court-appointed trustee, the court, may on its own

initiative or at the request of the Divestiture Trustee issue such additional orders or

directions as may be necessary or appropriate to comply with the terms of this Order.

H. Respondent shall comply with all terms of the Divestiture Trustee Agreement, and any

breach by Respondent of any term of the Divestiture Trustee Agreement shall constitute a

violation of this Order. Notwithstanding any paragraph, section, or other provision of the

Divestiture Trustee Agreement, any modification of the Divestiture Trustee Agreement,

without the prior approval of the Commission, shall constitute a failure to comply with

this Order.
22

V.

IT IS FURTHER ORDERED THAT:

A. From the date this Order becomes final and effective through the Effective Date of

Divestiture, Respondent shall take such actions as are necessary to maintain the full

economic viability, marketability, and competitiveness of Microporous, and shall prevent

the destruction, removal, wasting, deterioration, sale, disposition, transfer, or impairment

of Microporous and assets related thereto except for ordinary wear and tear, including,

but not limited to, continuing in effect and maintaining Intellectual Property, Contracts,

Trade Names and Marks, and renewing or extending any leases or licenses that expire or

terminate prior to the Effective Date of Divestiture.

B. Respondent shall maintain the operations of Microporous in the ordinary course of

business and in accordance with past practice (including regular repair and maintenance

of the assets included within Microporous). Among other things as may be necessary,

Respondent shall:

1. Maintain a work force at least as equivalent in size, training, and expertise to

what was associated with Microporous prior to March 1, 2010;

2. Assure that Respondent's employees with primary responsibility for managing

and operating Microporous are not transferred or reassigned to other areas within

Respondent's organizations except for transfer bids initiated by employees

pursuant to Respondent's regular, established job posting policy;

3. Provide sufficient working capital to operate Microporous at least at current rates

of operation, to meet all capital calls with respect to Microporous and to carry on,

at least at their scheduled pace, all capital projects, business plans and

promotional activities;

4. Make available for use by Microporous funds sufficient to perform all routine

maintenance and all other maintenance as may be necessary to, and all

replacements of, the assets of Microporous;

5. Use best efforts to preserve and maintain the existing relationships with

Customers, suppliers, vendors, private and Governmental Entities, and other

Persons having business relations with Microporous; and

6. Except as part of a divestiture approved by the Commission pursuant to this

Order, not remove, sell, lease, assign, transfer, license, pledge for collateral, or

otherwise dispose of Microporous, provided however, that nothing in this

provision shall prohibit Respondent from such activities in the ordinary course of

business consistent with past practices.
23

VI.

IT IS FURTHER ORDERED THAT:

A. Respondent shall allow all Customers with Terminable Contracts the right and option

unilaterally to reopen and renegotiate or to terminate their contracts, solely at the

Customer's option, without penalty, forfeiture or other charge to the customer, and

consistent with the requirements of this Order including the following:

1. No later than ten (l0) days from the date this Order becomes final and effective,

Respondent shall notify all Customers with Terminable Contracts of their rights

under this Order and, for each such Terminable Contract, offer the Customer the

opportunity to reopen and renegotiate or to terminate their contract(s). 

Respondent shall send written notification of this requirement and a copy of this

Order and the Complaint, by certified mail with return receipt requested to: (i)

the person designated in the Terminable Contract to receive notices from

Respondent; or (ii) the Chief Executive Officer and General Counsel of the

Customer. Respondent shall keep a file of such return receipts for three (3) years

after the date on which this Order becomes final and effective.

2. No later that ten (l0) days from the Effective Date of Divestiture, Respondent

shall send written notification of the Effective Date of Divestiture to all

Customers with Terminable Contracts, by certified mail with return receipt

requested to: (i) the person designated in the Terminable Contract to receive

notices from Respondent; or (ii) the Chief Executive Officer and General Counsel

of the Customer. Respondent shall keep a file of such return receipts for three (3)

years after the date on which this Order becomes final and effective.

3. A Customer may exercise its option to reopen and renegotiate or terminate any

Terminable Contract by sending by certified mail, return receipt requested, a

written notice to Respondent either to: (i) the address for notice stated in the

Contract; or, (ii) Respondent's principal place of business at any time prior to five

(5) years after the Effective Date of Divestiture. The written notice shall identify

the Terminable Contract that will be reopened or terminated, and the date upon

which any termination shall be effective; provided, however, that: (a) a Customer

with more than one Terminable Contract who sends written notice with regard to

less than all of its Terminable Contracts shall not lose its opportunity to reopen

and renegotiate or terminate any remaining Terminable Contracts; (b) any

Customer who reopens and renegotiates a Terminable Contract prior to the

Effective Date of Divestiture shall have a further opportunity to reopen and

renegotiate or terminate such Terminable Contract after the Effective Date of

Divestiture at any time prior to five (5) years after the Effective Date of

Divestiture; (c) Respondent shall not be obligated to reopen and renegotiate or

terminate, as the case may be, a Terminable Contract on less than thirty (30) days'

notice; and (d) any request by a Customer to reopen and renegotiate or terminate a
24

Terminable Contract on less than thirty (30) days' notice shall be treated by

Respondent as a request to reopen and renegotiate or terminate, as the case may

be, effective thirty (30) days from the date of the request.

4. Respondent shall not directly or indirectly:

a. Require any Customer to make or pay any payment, penalty, or charge

for, or provide any consideration relating to, or otherwise deter, the

exercise of the option to reopen and renegotiate or terminate or the

reopening and renegotiation or termination of any Terminable Contract; or

b. Retaliate against, or take any action adverse to the economic interests of,

any Customer that exercises its right under the Order to reopen and

renegotiate or terminate any Terminable Contract;

Provided, however, that Respondent may enforce Contracts, or seek judicial

remedies for breaches of Contracts, based upon rights or causes of action that

accrued prior to the exercise by a Customer of an option to terminate a Contract.

5. Respondent shall include in the Divestiture Agreement a requirement that the

Acquirer shall allow all Customers with Terminable Contracts for Microporous

Battery Separators the right and option unilaterally to reopen and renegotiate or to

terminate their contracts, solely at the Customer's option, without penalty,

forfeiture or other charge to the Customer, and consistent with the requirements

of this Paragraph of the Order as if the Terminable Contract remained with

Respondent. Respondent shall include in the Divestiture Agreement a

requirement that all Customers with Terminable Contracts for Microporous

Battery Separators shall be third party beneficiaries of this provision of the

Divestiture Agreement, with the right to enforce this provision independent of,

and apart from, Respondent.

Provided, however, that nothing in this Order will affect the rights and

responsibilities under any Terminable Contract for any Customer who fails to

notify Respondent or the Acquirer, as the case may be, within the time allotted in

this Paragraph.

VII.

IT IS FURTHER ORDERED THAT:

A. Respondent shall:

1. Within fifteen (15) days after the date this Order becomes final and effective:

(a) modify and amend the H&V Agreement in writing to terminate and declare

null and void, and (b) cease and desist from, directly or indirectly, or through any
25

corporate or other device, implementing or enforcing, the covenant not to

compete set forth in Section 4 of the H&V Agreement, and all related terms and

definitions, as that covenant applies to North America and to actual and potential

customers within North America.

2. Within thirty (30) days after the date this Order becomes final and effective, file

with the Commission the written amendment to the H&V Agreement

("Amendment") that complies with the requirements of Paragraph VII.A.1., it

being understood that nothing in the H&V Agreement, currently or as amended in

the future, or the Amendment shall be construed to reduce any obligations of the

Respondent under this Order. The Amendment shall be deemed incorporated into

this Order, and any failure by Respondent to comply with any term of such

Amendment shall constitute a failure to comply with this Order. The Amendment

shall not be modified, directly or indirectly, without the prior approval of the

Commission.

B. Respondent shall 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 or attempting to enter into, organizing or

attempting to organize, implementing or attempting to implement, continuing or

attempting to continue, soliciting, or otherwise facilitating any combination, agreement,

or understanding, either express or implied, with any Person currently engaged, or that

might potentially become engaged, in the development, production, marketing or sale of

any Battery Separator, to allocate or divide markets, customers, contracts, lines of

commerce, or geographic territories in connection with Battery Separators, or otherwise

to restrict the scope or level of competition related to Battery Separators.

Provided, however, that it shall not, of itself, constitute a violation of this Paragraph for

Respondent to enter into a bona fide and written joint venture agreement with any Person

to manufacture, develop, market or sell a new Battery Separator, technology or service,

or any material improvement to an existing Battery Separator, technology or service, in

which both Respondent and the other Person contribute significant personnel, equipment,

technology, investment capital or other resources, that prohibits such Person from selling

products or services in competition with the joint venture in geographic markets in which

the joint venture does business or competes for a reasonable period of time. Provided

further, however, that Respondent shall, within ten (l0) days after execution, file a true

and correct copy of such joint venture agreement with the Commission.

VIII.

IT IS FURTHER ORDERED THAT, for a period of two (2) years from the Effective 

Date of Divestiture, Respondent shall not advertise, market or sell any Battery Separator

utilizing cross linked rubber anywhere in the world.
26

IX.

IT IS FURTHER ORDERED THAT, no later than ten (10) days from the date on

which this Order becomes final and effective, Respondent shall provide a copy of this Order to

each of Respondent's officers, employees, or agents having managerial responsibilities for any of

Respondent's obligations under this Order.

 X.

IT IS FURTHER ORDERED THAT Respondent shall notify the Commission at least

thirty (30) days prior to:

A. any proposed dissolution of Respondent;

B. any proposed acquisition, merger or consolidation of Respondent; or

C. any other change in the Respondent, including, but not limited to, assignment and the

creation or dissolution of subsidiaries, if such change might affect compliance

obligations arising out of the Order.

XI.

IT IS FURTHER ORDERED THAT:

A. Within thirty (30) days after the date this Order becomes final and effective and every

thirty (30) days thereafter until the Effective Date of Divestiture, and thereafter every

sixty (60) days until the Respondent has fully complied with the provisions of Paragraphs

II., III., IV., V., and VI. of this Order, Respondent shall submit to the Commission (with

simultaneous copies to the Monitor Trustee and Divestiture Trustee(s), as appropriate)

verified written reports setting forth in detail the manner and form in which Respondent

intends to comply, is complying, and has complied with the relevant provisions of this

Order.

B. Respondent shall include in its compliance reports, among other things required by the

Commission, a description of all substantive contacts or negotiations for the divestiture

required by this Order, the identity of all parties contacted, copies of all material written

communications to and from such parties, and all reports and recommendations

concerning the divestiture, the Effective Date of Divestiture, and a statement that the

divestiture has been accomplished in the manner approved by the Commission.

C. One (1) year from the date this Order becomes final and effective, and annually thereafter

until expiration or termination of Respondent's obligations under the Order on the

anniversary of the date this Order becomes final and effective, and at other times as the

Commission may require, Respondent shall file verified written reports with the

Commission setting forth in detail the manner and form in which it has complied and is
27

complying with this Order. Respondent shall deliver a copy of each such report to the

Monitor Trustee.

XII.

IT IS FURTHER ORDERED THAT, for purposes of determining or securing

compliance with this Order, and subject to any legally recognized privilege, and upon written

request and upon five (5) days notice to Respondent, Respondent shall, without restraint or

interference, permit any duly authorized representative of the Commission:

A. access, during business office hours of Respondent and in the presence of counsel, to all

facilities and access to inspect and copy all books, ledgers, accounts, correspondence,

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

Respondent related to any matter contained in this Order, which copying services shall be

provided by Respondent at the request of the authorized representative(s) of the

Commission and at the expense of the Respondent; and

B. to interview officers, directors, or employees of Respondent, who may have counsel

present, regarding such matters.

XIII.

IT IS FURTHER ORDERED THAT this Order shall terminate twenty (20) years from

the date this Order becomes final and effective.

By the Commission.

Donald S. Clark

Secretary

ISSUED: November 5, 2010

SEAL: