The opinion
GIBSON DUNN Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, CA 94105-0921
Tel 415.393.8200
www.gibsondunn.com
January 22, 2021
MEMO ENDORSED
Hon. Denise L. Cote
Daniel Patrick Moynihan
United States Courthouse
500 Pearl St.
New York, NY 10007-1312
Re: In re Inclusive Access Course Materials Antitrust Litigation, No. 20-md-2946 (DLC),
this Document relates to: 20cv6314 (DLC)
Dear Judge Cote:
I write as counsel to Barnes & Noble College Booksellers, LLC, and Barnes & Noble Educa-
tion, Inc. (collectively “BNED”), pursuant to Rule 8(B) of this Court’s rules of Individual
Practices In Civil Cases, to respectfully request that the Court issue an order permitting the
filing under seal of: (1) the unredacted version of Defendants’ Memorandum of Law In Sup-
port of Defendants’ Motion to Dismiss Retailer Plaintiffs’ Second Amended Class Action
Complaint (“Memorandum”); and (2) Exhibit D to the Declaration of Rachel S. Brass In Sup-
port of Defendants’ Motion to Dismiss The Plaintiff Retailers’ Second Amended Class Action
Complaint (“Exhibit D”).
The limited redaction of the Memorandum—consisting of less than a half dozen words—and
the sealing of Exhibit D are warranted to protect Defendant Barnes & Noble’s confidential
information and trade secrets. See, e.g., KeyBank Nat’l Ass’n v. Element Transp. LLC, 2017
WL 384875, at *3 (S.D.N.Y. 2017); PDV Sweeny, Inc. v. ConocoPhillips Co., 2014 WL
4979316, at *3 (S.D.N.Y. Oct. 6, 2014). Specifically, Exhibit D reflects a confidential contract
that BNED has with one of the universities it serves. The terms of that agreement contain
sensitive financial information and terms that BNED competitively negotiates with each of the
universities with which it contracts. Should the terms of this agreement be subjected to public
scrutiny, BNED’s future counterparties would be able to compare these terms to those they are
negotiated with BNED, to BNED’s competitive disadvantage. See Gracyzk v. Verizon
Commc’ns, Inc., 2020 WL 1435031, at *8-*9 (S.D.N.Y. Mar. 24, 2020). In addition, access
to the document by BNED’s competitors, including co-defendant Follett Higher Education
Group, Inc., would weaken BNED’s ability to compete in the marketplace. /d.
In short, BNED respectfully requests that this Court enter an order sealing the minimally re-
dacted version of the Memorandum as well as Exhibit D.
Respectfully submitted,
/s Rachel S. Brass hee a
United Btates District Judge
GIBSON DUNN
Denise L. Cote
January 22, 2021
Page 2
Rachel S. Brass
CC: All Counsel of Record