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,

, at *3 (S.D.N.Y. 2017); PDV Sweeny, Inc. v. ConocoPhillips Co.,

, 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.,

, 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