UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

__________________________________________

)

In the Matter of )

)

Corning Incorporated, ) File No. 121-0133

a corporation. )

)

__________________________________________)

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (ACommission@), having initiated an investigation of the 

proposed acquisition of certain assets of Becton, Dickinson and Company by Corning Incorporated (hereinafter “Proposed Respondent”), and it now appearing that Proposed Respondent is

willing to enter into this Agreement Containing Consent Order (AConsent Agreement@) to divest 

certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by it duly authorized 

officer and attorney, and counsel for the Commission that:

1. Proposed Respondent Corning Incorporated is a corporation organized, existing, and doing business under, and by virtue of, the laws of the State of New York, with its office 

and principal place of business located at One Riverfront Plaza, Corning, New York 

14831.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint 

here attached.

3. Proposed Respondent waives:

(a) any further procedural steps;

(b) the requirement that the Commission=s Decision and Order, attached hereto and 

made a part hereof, contain a statement of findings of fact and conclusions of law;

(c) all rights to seek judicial review or otherwise challenge or contest the validity of 

the Decision and Order entered pursuant to this Consent Agreement; and

(d) any claim under the Equal Access to Justice Act.
2

4. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent that the law has been violated as alleged in the draft of 

Complaint here attached, or that the facts as alleged in the draft of Complaint, other than 

jurisdictional facts, are true.

5. Proposed Respondent shall submit an initial report, pursuant to Section 2.33 of the Commission=s Rules, 16 C.F.R. ' 2.33, within thirty (30) days of the date on which it executes

this Consent Agreement, and subsequent reports every thirty (30) days thereafter until the 

Decision and Order becomes final. Each report shall be signed by the Proposed Respondent and shall set forth in detail the manner in which the Proposed Respondent has to 

date complied, or has prepared to comply, is complying, and will comply with the Decision and Order. Such report will not become part of the public record unless and until 

the Consent Agreement and Decision and Order are accepted by the Commission for public comment.

6. In each of the reports described in Paragraph 5, the Proposed Respondent shall provide 

sufficient information and documentation to enable the Commission to determine independently whether the Proposed Respondent is in compliance with this Consent Agreement and the Decision and Order. All reports shall be verified by a notarized signature 

or sworn statement of the Chief Executive Officer or other officer or director of the Proposed Respondent specifically authorized to perform this function, or self verified in the 

manner set forth in 28 U.S.C. '1746. Section 2.41(a) of the Commission=s Rules, 16 

C.F.R. § 2.41(a), requires that an original and two copies of all compliance reports be 

filed with the Commission. Proposed Respondent shall file an original report and one 

copy with the Secretary of the Commission, and shall send at least one copy directly to 

the Bureau of Competition=s Compliance Division.

7. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted 

by the Commission, it, together with the draft of Complaint contemplated thereby, will be 

placed on the public record for a period of thirty (30) days and information in respect 

thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondent, in which event 

it will take such action as it may consider appropriate, or issue or amend its Complaint (in 

such form as the circumstances may require) and decision, in disposition of the proceeding.

8. This Consent Agreement contemplates that, if it is accepted by the Commission, and if 

such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of § 2.34 of the Commission’s Rules, 16 C.F.R. § 2.34, the Commission may, 

without further notice to the Proposed Respondent: (1) issue and serve its Complaint 

corresponding in form and substance with the draft of Complaint here attached and its 

Decision and Order, and (2) make information public with respect thereto.
3

9. When final, the Decision and Order shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by 

statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and the Decision and Order to Proposed Respondent by any 

means provided in Commission Rule 4.4(a), 16 C.F.R. ' 4.4(a), shall constitute service. 

Proposed Respondent waives any right they may have to any other manner of service. 

Proposed Respondent also waives any right it may otherwise have to service of any Appendices incorporated by reference into the Decision and Order and that are in the possession of Proposed Respondent, and agrees that it is bound to comply with and will 

comply with the Decision and Order to the same extent as if it had been served with copies of the Appendices.

10. The Complaint may be used in construing the terms of the Decision and Order, and no 

agreement, understanding, representation, or interpretation not contained in the Decision 

and Order or the Consent Agreement may be used to vary or contradict the terms of the 

Decision.

11. Proposed Respondent has read the draft of Complaint and the Decision and Order contemplated hereby. By signing this Consent Agreement, Proposed Respondent represents 

and warrants that it can accomplish the full relief contemplated by the attached Decision 

and Order; and all parents, subsidiaries, affiliates, and successors necessary to effectuate 

the full relief contemplated by this Consent Agreement and the attached Decision and 

Order are parties to this Consent Agreement and the attached Decision and Order and are 

bound thereby as if they had signed this Consent Agreement and were made parties to this 

proceeding and to the Decision and Order.

12. Proposed Respondent understands that once the Decision and Order has been issued, it

will be required to file one or more compliance reports showing that it has complied and 

is complying with the Decision and Order.

13. Proposed Respondent agrees to comply with the terms of the proposed Decision and Order from the date it signs this Consent Agreement. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order after it becomes final.
4

CORNING INCORPORATED FEDERAL TRADE COMMISSION

By: _____________________________ ______________________________

 Vincent P. Hatton Stephanie C. Bovee

 Senior Vice President and Attorney

 General Counsel Bureau of Competition

Date: ____________________________

APPROVED:

_________________________________ _______________________________

Steven C. Sunshine, Esq. Jonathan Klarfeld

Skadden, Arps, Slate, Meagher & Flom, LLP Deputy Assistant Director

1440 New York Avenue, N.W. Bureau of Competition

Washington, D.C. 20005

Counsel for Corning Incorporated

______________________________

Michael R. Moiseyev

Assistant Director

Bureau of Competition

______________________________

Peter J. Levitas

Deputy Director

Bureau of Competition

_____________________________

Richard A. Feinstein

Director

Bureau of Competition