UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

DAINIPPON INK AND CHEMICALS, INCORPORATED, a corporation.

File No. 021-0100
 
AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission ("Commission") having initiated an investigation of the proposed acquisition by Dainippon Ink and Chemicals, Incorporated ("Dainippon"), hereinafter referred to as "Proposed Respondent," of certain assets of Bayer Corporation, and it now appearing that Proposed Respondent Dainippon is willing to enter into this Agreement Containing Consent Orders ("Consent Agreement") to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Dainippon is a corporation organized, existing and doing business under and by virtue of the laws of Japan, with its office and principal place of business located at DIC Building 7-20 Nihonbashi 3-Chome, Chou-ku Tokyo 103 Japan.

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 ("Decision and Order") and Order to Maintain Assets, both 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 or the Order to Maintain Assets entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.

4. Proposed Respondent shall submit an initial report within ten (10) days of the date on which it executes this Consent Agreement and every thirty (30) days thereafter until the Decision and Order becomes final, pursuant to Section 2.33 of the Commission's Rules, 16 C.F.R. 2.33, signed by the Proposed Respondent setting 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 and Order to Maintain Assets. Such reports will not become part of the public record unless and until the Consent Agreement, Decision and Order, and Order to Maintain Assets are accepted by the Commission for public comment.

5. The Commission may issue its Complaint and Order to Maintain Assets in this matter at any time after it accepts the Consent Agreement for public comment.

6. 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 Complaint contemplated hereby, 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 (as the circumstances may require) and issue its Decision and Order, in disposition of the proceeding.

7. 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.

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 Commission Rule 2.34, 16 C.F.R. 2.34, the Commission may, without further notice to Proposed Respondent: (1) issue its Complaint corresponding in form with the draft of Complaint here attached and its Decision and Order, (2) issue its Order to Maintain Assets, and (3) make information public with respect thereto.

9. When final, the Decision and Order and the Order to Maintain Assets 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 and the Order to Maintain Assets shall become final upon service. Delivery of the Complaint, Decision and Order, and the Order to Maintain Assets to Proposed Respondent's United States counsel named in this Consent Agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R. 4.4(a), shall constitute service. Proposed Respondent waives any right it may have to any other manner of service.

10. The Complaint may be used in construing the terms of the Decision and Order and the Order to Maintain Assets, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order, the Order to Maintain Assets, or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order or the Order to Maintain Assets.

11. 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 the Order to Maintain Assets (including effectuating all required divestitures, assignments, and transfers and obtaining all necessary approvals from governmental authorities, leaseholders, and other third parties to effectuate the divestitures, assignments and transfers), and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to this Consent Agreement 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 has read the draft of Complaint, and the Decision and Order and Order to Maintain Assets contemplated hereby. Proposed Respondent understands that once the Decision and Order and Order to Maintain Assets have been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Decision and Order and Order to Maintain Assets. Proposed Respondent agrees to comply with the proposed Decision and Order and the proposed Order to Maintain Assets 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 and the Order to Maintain Assets after they become final.

DAINIPPON INK AND CHEMICALS, INCORPORATED

By:

__________________________

Dated: , 2003

____________________________
John E. Scribner, Esq.
Clifford Chance US LLP
Counsel for Dainippon Ink and Chemicals, Incorporated

Dated: , 2003

FEDERAL TRADE COMMISSION

Katherine A. Havely
Jay C. Campbell
Sean G. Dillon
Stephanie A. Parks
Attorneys
Bureau of Competition

APPROVED:

____________________________
Ann Malester
Assistant Director
Bureau of Competition

____________________________
Susan A. Creighton
Deputy Director
Bureau of Competition

____________________________
Joseph J. Simons
Director
Bureau of Competition