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BIEC INTL., INC. v. GLOBAL STEEL SERVS.

May 5, 1992

BIEC INTERNATIONAL, INC., Plaintiff
v.
GLOBAL STEEL SERVICES, LTD., JAMES L. FORAND, JR., ANGELO R. BORZILLO, JAMES J. CONNOLLY, and PAIK W. SHIN, Defendants.



The opinion of the court was delivered by: VAN ANTWERPEN

 VAN ANTWERPEN, J.

 This major non-jury matter is before us on a motion for a preliminary injunction pursuant to Fed. R. Civ. P. 65. At issue in this case is each parties' right to provide world steel-makers with information and services related to 55% aluminum-zinc coated sheet steel. The coating is undertaken to protect the steel. For more than a decade, Plaintiff BIEC International, Inc. has successfully licensed technology related to 55% aluminum-zinc coatings to sophisticated steel companies throughout the world. BIEC International, Inc. and its licensees have invested millions of dollars in the technology and the licensing program, and BIEC licensees to date are the only producers of 55% aluminum-zinc coated sheet steel in the world.

 The individual Defendants -- Forand, Borzillo, Shin, and Connolly -- were longtime executives at BIEC International, Inc. until July 28, 1991 when they were terminated without cause. Forand, Borzillo, and Shin, together with Connolly on a part-time consulting basis, have started their own company, Defendant Global Steel Services, Ltd., to provide technical services in the area of 55% aluminum-zinc coatings. BIEC International, Inc. seeks to enjoin the Defendants from competing against it in this area. More specifically, BIEC International, Inc. seeks to enjoin the Defendants from using BIEC International's trade secrets, trademark, and logo and from conspiring to interfere with Plaintiff's contractual relations and corporate opportunities.

 In response to this motion, Defendants have filed a Motion to Dismiss Plaintiff's trademark claim for failure to state a claim under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a). While we agree that the gravamen of the present action lies in Plaintiff's state law claims for trade secret protection, we find, none-the-less, that Plaintiff has plead sufficient facts to withstand a motion to dismiss, and we proceed with Plaintiff's Motion for a Preliminary Injunction.

 This Court has original jurisdiction over the federal trademark claims pursuant to § 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), and supplemental jurisdiction over the state law claims for trade secret protection, tortious interference with contractual relations, diversion of corporate opportunity, and civil conspiracy pursuant to 28 U.S.C. § 1338 and 1367.

 In light of the highly sensitive nature of much of the evidence in this case, this Court entered a Protective Order on January 15, 1992 requiring that all sensitive testimony be presented in camera and that all sensitive filings be made under seal. Never-the-less, because of the numerous and novel issues presented in this case, this Court feels compelled to publish its Decision and Order. Accordingly, all information which this Court finds to be particularly sensitive to the parties involved has been included in an unpublished Confidential Appendix and filed under seal. *fn1"

 Extensive hearings on Plaintiff's Motion for a Preliminary Injunction were held in Easton, Pennsylvania from February 12, 1992 through February 27, 1992. In light of the highly technical and voluminous nature of these proceedings (the record in this case is comprised of three-weeks of highly technical testimony and approximately 500, equally voluminous, exhibits for a total of approximately 30,000 pages), this Court ordered, on February 27, 1992, that the parties submit exhaustive post-trial submissions to be fully annotated to the record in lieu of closing arguments. The Court further ordered that the parties would be limited at this stage to the issues and facts put forth in these submissions. Over the course of one month, each party was given an opportunity to submit proposed findings of fact, answers to his opponent's proposed findings of fact, and rebuttal to his opponent's answers, as well as one brief in support of its position and one rebuttal brief. *fn2" Having fully considered the voluminous testimony and exhibits presented at this three-week hearing, the post-trial submissions, and the arguments of counsel, we make the following findings of fact and state the following conclusions of law, pursuant to Fed. R. Civ. P. 52(a).

 FINDINGS OF FACT

 I. THE PARTIES AND KEY WITNESSES.

 1. Plaintiff BIEC International, Inc. ("BIEC") is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 3400 Bath Pike, Bethlehem, Pennsylvania 10817. (Joint Stipulation - Pl.'s Proposed Finding number 1.) *fn3" BIEC licenses information and services related to a corrosion resistant aluminum-zinc coating for sheet steel that is applied by a hot-dip process ("55% aluminum-zinc coating"). GALVALUME is the trademark used by BIEC and its licensees for sheet steel coated with 55% aluminum-zinc. (2/12/92 Tr. at 39-40, 45, Wechsler Direct; 2/20/92 Tr. at 77, Borzillo Direct; Pl.'s Ex. 91 at 1; Defs.' Exs. 147, 151.)

 3. Defendant Global Steel Services, Ltd. ("Global Steel Services") was incorporated in July, 1991 by three former BIEC senior employees, James L. Forand, Jr., Angelo R. Borzillo, and Paik W. Shin who received letters of termination from BIEC on June 28, 1991. (Pl.'s Ex. 2; Defs.' Exs. 83, 84, 85, 86.) Global Steel Services was formed primarily to provide technical information and services relating to 55% aluminum-zinc coating. (2/25/92 Tr. at 122, Shin Direct; 2/26/92 Tr. at 67, Forand Direct.)

 4. Defendant James L. Forand, Jr. ("Forand") is a Pennsylvania citizen residing at 4450 Phillip Street, Whitehall, Pennsylvania 18052. Forand was a Director of BIEC and was its President from August 1986 through July 28, 1991 when he was terminated without cause. (2/26/92 Tr. at 111, 124-125, Forand Cross; Pl.'s Ex. 164 at 327-28.) Forand is currently a shareholder, director, employee and the President of Global Steel Services. (2/27/92 Tr. at 10, Forand Cross; Pl.'s Ex. 164 at 7-8.) Forand became involved with 55% aluminum-zinc coatings in the late 1960's as a research engineer with Bethlehem Steel. (2/26/92 Tr. at 35, Forand Direct.) In the early 1970's, Forand was responsible for the technical development of a 55% aluminum-zinc product called DURASKIN which was a derivative of GALVALUME. (2/26/92 Tr. at 36, Forand Direct.) Forand headed the GALVALUME project team from 1975-77 which was responsible for marketing 55% aluminum-zinc coated sheet steel in the United States. (2/26/92 Tr. at 38, Forand Direct.) While at Bethlehem Steel, Bethlehem International and later BIEC, Forand was primarily responsible for managing the worldwide 55% aluminum-zinc coating licensing program. (2/25/92 Tr. at 124, Shin Direct; 2/26/92 Tr. at 38-45, Forand Direct.)

 5. Defendant Angelo R. Borzillo ("Borzillo") is a Pennsylvania citizen residing at 3014 Taft Road, Norristown, Pennsylvania 19403. Borzillo was the Vice President in charge of technology of BIEC from August 1986 through July 28, 1991 when he was terminated without cause. (2/14/92 Tr. at 80, Borzillo Direct; Pl.'s Ex. 175 at 349-50.) Borzillo is currently a shareholder, director, employee and the Chairman of Global Steel Services. (2/14/92 Tr. at 80, Borzillo Direct; Pl.'s Ex. 175 at 11.) In the early 1960's at Bethlehem Steel, Borzillo directed the research effort of applying an alloy-coating combination of aluminum and zinc on sheet steel. (2/19/92 Tr. at 11, Borzillo Direct.) Borzillo co-invented and co-patented the process for aluminum-zinc coating of sheet steel and the product that results from that process. (Defs.' Exs. 147, 151.) Borzillo has been intimately involved in the development, marketing and production of 55% aluminum-zinc coated sheet steel and consequent worldwide licensing effort for the past thirty years. (2/19/92 Tr. at 39, Borzillo Direct.) Borzillo is commonly referred to as the "Godfather of GALVALUME." (2/25/92 Tr. at 124, Shin Direct.) From 1962 to the present, other than a two-year period of 1967 and 1968, Borzillo has worked exclusively with aluminum-zinc coatings. (2/19/92 Tr. at 39, Borzillo Direct.)

 7. Defendant James J. Connolly ("Connolly") is a Maryland citizen residing at 1111 Green Acre Road, Towson, Maryland 21204. Connolly was in charge of operations for BIEC from August 1986 through July 28, 1991 when he was terminated without cause. (Pl.'s Exs. 59, 163 at 36-38.) Connolly is retired and has never performed any services for Global Steel Services. Connolly has, however, been identified as a possible consultant for Global Steel Services. (Pl.'s Ex. 2.)

 8. Larry Caldwell ("Caldwell") was associated with BIEC as a contract consultant from late 1984, when he retired from Bethlehem Steel, through July 30, 1991, when he ceased his affiliation with BIEC and began to consult with Global Steel Services. During his service as a contract consultant with BIEC, Caldwell collected more than $ 325,000 in salary and bonuses and was involved in BIEC's technology transfers to licensees, line start-ups by licensees and technical problem-solving for licensees. (Joint Stipulation - Pl.'s Proposed Finding number 38.) As an employee of Bethlehem Steel and a technical consultant of BIEC, Caldwell was involved in nineteen out of twenty-one technology transfers to licensees between January 1979 and June 1991. (2/24/92 Tr. at 20, Caldwell Direct.)

 9. Richard L. Wechsler ("Wechsler") is the current President of BIEC. He began working for Bethlehem International in 1980 as a sales manager, and he was named general manager of sales in 1984-85 where he was primarily responsible for licensing the aluminum-zinc technology. Prior to 1980, Wechsler had no experience with 55% aluminum-zinc or 55% aluminum-zinc services. (2/12/92 Tr. at 36, 40-41, Wechsler Direct.)

 10. Noel Doyle ("Doyle") is an employee of Broken Hill Proprietary and the person to whom BIEC's president reports. (2/14/92 Tr. at 59, Wechsler Cross; 2/26/92 Tr. at 49, Forand Direct.) Doyle was Forand's immediate superior prior to termination. (2/26/92 Tr. at 49, Forand Direct.) Doyle and Wechsler have regular contact that varies from once a day to once a month. (2/14/92 Tr. at 59, Wechsler Cross.) In 1986, Doyle was the General Manager of International Business in the Coated Products Division of Broken Hill Proprietary. (2/26/92 Tr. at 49, Forand Direct.) He has been a director of BIEC since its inception in 1986. (2/26/92 Tr. at 49, Forand Direct.)

 11. The individual Defendants in this cause of action are the same four individuals (Forand, Borzillo, Shin, and Connolly) who are the plaintiffs in an action pending in the Northampton County Court of Common Pleas filed against BIEC and Broken Hill Proprietary in late November 1991 for damages arising from an alleged breach of their employment agreements. (2/25/92 Tr. at 120, Shin Direct.) BIEC filed this action on January 8, 1992.

 II. THE ORIGINAL DEVELOPMENT OF 55% ALUMINUM-ZINC COATING.

 12. The genesis of some of the 55% aluminum-zinc technology at issue was Bethlehem Steel, which developed, tested, refined and produced a 55% aluminum-zinc alloy coating for sheet steel in the 1960's and 1970's. (Joint Stipulation - Pl.'s Proposed Finding number 9.)

 13. 55% aluminum-zinc coated sheet steel began as a research project to improve the long term corrosion resistance of steel. (2/19/92 Tr. at 8, Borzillo Direct.)

 14. Coating sheet steel with zinc (called "galvanizing") provides galvanic or sacrificial protection (electrochemical protection to the steel -- the zinc sacrifices itself to protect the steel) but over time the coating sacrifices and consumes itself and the protection ceases. (Joint Stipulation - Defs.' Proposed Finding number 12.)

 15. Coating steel with an aluminum coating ("aluminizing") was found to provide the steel with a remarkable long-term (twenty year) protection against corrosion, while lacking the galvanic or sacrificial protection of zinc coatings. (2/19/92 Tr. at 8, Borzillo Direct.)

 16. When Bethlehem Steel's experimentation with aluminum-zinc coatings for sheet steel began, galvanizing was a very old and standard practice. The first hot-dip galvanized sheets were made somewhere around 1830 to 1840 and the continuous process of coating sheet steel with zinc began in the late 1930's and early 1940's. (Joint Stipulation - Defs.' Proposed Finding number 14.)

 17. The Bethlehem Steel hot-dip coating project to develop a protective coating that combined the benefits of aluminized and galvanized coatings was directed by Borzillo in the early 1960's. (2/19/92 Tr. at 10-11, Borzillo Direct.)

 18. The early testing of aluminum-zinc coatings resulted in a coated sheet steel product that was useless. However, with the addition of silicon to the coating bath, a workable product resulted and experimentation began with percentages of aluminum ranging from 20% to 75%. The aluminum-zinc alloy coated sheet steel demonstrated remarkable resistance to corrosion in early laboratory tests. (2/19/92 Tr. at 14-17, Borzillo Direct.)

 19. With the results of early tests, a full range of aluminum-zinc coatings were applied on small coils of sheet on a continuous pilot line. The operator of the pilot line during this program was Larry Caldwell. Coatings ranging between 1% and 70% aluminum were applied on the pilot line. (Joint Stipulation - Defs.' Proposed Finding number 17.)

 20. Samples from the aluminum-zinc pilot line program were evaluated and compared to conventional galvanized and aluminum coatings. (2/19/92 Tr. at 22, Borzillo Direct.)

 21. Samples which were produced on the pilot line were tested by Bethlehem Steel to judge, among other things, the corrosion resistance, paintability, weldability and solderability of the coatings. (Joint Stipulation - Defs.' Proposed Finding number 19.)

 22. The pilot line samples were also subjected to extensive corrosion testing at various Bethlehem Steel sites over a twenty (20) year period. (Joint Stipulation - Defs.' Proposed Finding number 20.)

 23. The results of the corrosion testing described in Finding 22 have been published through the years and the most recent test results publication is a joint paper by Dr. Herb Townsend (Bethlehem Steel research), Borzillo and David Barker. The paper was presented at the Rome Intergalva Conference in 1988. (2/19/92 Tr. at 21-15, Borzillo Direct; Defs.' Ex. 234 at SA 1/1 - SA 1/11.)

 24. Bethlehem Steel conducted a production trial of aluminum-zinc coating in 1965 at Bethlehem Steel's Sparrows Point plant in Maryland. (2/19/92 Tr. at 26, Borzillo Direct.)

 25. After success on the pilot and production lines, patent applications were filed by Bethlehem Steel in the United States and worldwide. Patents were initially granted by the U.S. Patent Office relating to aluminum-zinc compositions ranging from 25% to 70% aluminum in the coating bath. (2/19/92 Tr. at 35, Borzillo Direct; Defs.' Exs. 151, 147.)

 26. The 55% aluminum-zinc composition was selected as the optimum composition in 1969. (2/19/92 Tr. at 41, Borzillo Direct.)

 28. Bethlehem Steel produced good quality aluminum-zinc coated sheet steel in limited trials in 1970. (2/19/92 Tr. at 44-45, Borzillo Direct.)

 29. In the early 1970's, Bethlehem Steel used the existing No. 3 galvanizing line at the Sparrows Point plant to produce 55% aluminum-zinc coated sheet steel. (2/19/92 Tr. at 47-48, Borzillo Direct.)

 30. Currently, the No. 3 line at Sparrows Point is still used for the production of 55% aluminum-zinc coated sheet steel. (Joint Stipulation - Defs.' Proposed Finding number 39.)

 31. Under the trademark GALVALUME, 55% aluminum-zinc coated sheet steel was ultimately brought to market by Bethlehem Steel in the mid-1970's. (2/19/92 Tr. at 46-47, Borzillo Direct; Pl.'s Ex. 175 at 311.)

 32. The development and refinement of the 55% aluminum-zinc technology by Bethlehem Steel involved dozens of people within Bethlehem Steel and budgets in the millions of dollars. It was an important project within Bethlehem Steel and it was treated as a sensitive matter involving confidential information within Bethlehem Steel. (Joint Stipulation - Pl.'s Proposed Finding number 11.)

 III. THE LICENSING PROGRAM.

 33. BIEC owns the trademark GALVALUME for sheet steel coated 55% aluminum-zinc. (2/27/92 Tr. at 24, Forand Cross; Pl.'s Ex. 211.) The trademark was first introduced to the market during the mid-1970's and first registered in 1991. The GALVALUME trademark is registered by BIEC and its licensees in twenty-one countries, including the United States. *fn5" (2/12/92 Tr. at 76, Wechsler Direct; Pl.'s Ex. 63.)

 34. Beginning in the mid 1970's, Bethlehem Steel began a worldwide licensing program with respect to its GALVALUME trademark and the 55% aluminum-zinc technology. John Lysaght, Australia, now part of Broken Hill Proprietary, was the first licensee pursuant to an agreement entered into in 1974. Caldwell and Connolly started up the John Lysaght 55% aluminum-zinc line. (2/26/92 Tr. at 39-40, Forand Direct; 2/19/92 Tr. at 54-56, Borzillo Direct; Pl.'s Ex. 87 at 99-100.)

 35. After the John Lysaght licensing, Bethlehem Steel decided, in 1975, to attempt a full scale licensing effort to worldwide steel-makers. (2/19/92 Tr. at 54-55, Borzillo Direct.) Major steel companies with existing galvanizing lines were targeted for licensing because the 55% aluminum-zinc process was readily adaptable to existing galvanizing lines. (2/19/92 Tr. at 55, Borzillo Direct.)

 36. The committee formed to begin marketing 55% aluminum-zinc services was headed by Mr. Joseph O'Keefe, manager of patents at Bethlehem Steel, and included Forand and Borzillo. (2/19/92 Tr. at 56, Borzillo Direct.) The Bethlehem Steel licensing committee existed from 1975 to about mid-1979. (2/19/92 Tr. at 56, Borzillo Direct.)

 38. From 1979 through August 1986, Bethlehem International successfully operated the GALVALUME licensing program, and entered into nineteen (19) license agreements. (Confidential Appendix P1.) All but two or three of these licensees were experienced galvanizers prior to becoming a licensee of BIEC. (2/20/92 Tr. at 143, Borzillo Cross; 2/21/92 Tr. at 101-02, Borzillo Cross; 2/24/92 Tr. at 146, Caldwell Cross.)

 39. Separate licenses were also entered into by BIEC with four (4) equipment suppliers with respect to equipment necessary for the production of 55% aluminum-zinc coated sheet steel products. (Confidential Appendix P2.)

 40. In 1985, Bethlehem Steel decided to sell Bethlehem International and the licensing business, including the 55% aluminum-zinc technology and the GALVALUME trademark. (2/12/92 Tr. at 86, Wechsler Direct; Pl.'s Ex. 175 at 326.)

 41. The individual Defendants Forand, Borzillo, Shin, and Connolly, together with Wechsler, proposed an $ 8 million leveraged buy-out of Bethlehem International. (2/19/92 Tr. at 64-65, Borzillo Direct.) The offer was rejected by Bethlehem Steel and Bethlehem Steel subsequently sold Bethlehem International to Broken Hill Proprietary. (2/19/92 Tr. at 63-65, Borzillo Direct.)

 42. According to Forand, each of the Defendants would have earned millions of dollars if the proposed leveraged buy-out had been accepted by Bethlehem Steel. (Joint Stipulation - Pl.'s Proposed Finding number 26.)

 43. Broken Hill Proprietary changed the name of Bethlehem International to BIEC International, Inc. ("BIEC"), and BIEC then paid in excess of $ 7 million to acquire from Bethlehem Steel all of the intellectual property assets pertaining to the 55% aluminum-zinc technology, including patents, trademarks, and all relevant technical information pertaining thereto, along with the outstanding licenses. (Joint Stipulation - Pl.'s Proposed Finding number 29.)

 44. After the sale, Bethlehem Steel became a licensee of BIEC and retained the right to produce GALVALUME sheet steel products. It could no longer license or transfer the GALVALUME trademark or the 55% aluminum-zinc technology to others. (Pl.'s Ex. 89, Tab V; Pl.'s Ex. 168 at 31-32.)

 45. The individual Defendants continued their employment with BIEC after the acquisition by Broken Hill Proprietary. (2/26/92 Tr. at 83, Forand Direct; 2/19/92 Tr. at 66, Borzillo Direct; 2/25/92 Tr. at 69, Shin Direct; Pl.'s Ex. 163 at 32-34.) BIEC entered into employment contracts with each of the four individual Defendants. Each of the individual Defendants were represented by attorney Ed Fedok throughout these negotiations, and each of the individual Defendants read, understood and signed the contracts. (Joint Stipulation - Pl.'s Proposed Finding number 31.)

 46. The employment contracts provided for lucrative salaries and bonus opportunities if profit levels were attained, but specifically provided that the respective employment was "at will" and was terminable with or without cause on thirty days' notice. (Pl.'s Exs. 50, 58, 61, 62.) Under these contracts, Forand was paid between $ 159,000 and $ 191,000 annually (and a total of $ 929,000); Borzillo was paid between $ 128,000 and $ 164,000 annually (and a total of $ 768,000); Shin was paid between $ 101,000 and $ 116,000 annually (and a total of $ 558,000); and Connolly was paid between $ 111,000 and $ 143,000 annually (and a total of $ 669,000). (2/26/92 at 86, Forand Cross; 2/25/92 Tr. at 140, Shin Cross; 2/20/92 Tr. at 84-85, Borzillo Cross; Pl.'s Ex. 78.) Forand also received a new Lincoln Town car every three years and a country club membership at Saucon Valley Country Club, Bethlehem, Pennsylvania, and the Defendants were given liberal expense accounts. (2/26/92 Tr. at 88, Forand Cross.)

 48. To assure their licensees and prospective licensees that Bethlehem Steel's divestiture of Bethlehem International would not in any way alter the business or services of Bethlehem International, BIEC, through the individual Defendants, prepared and circulated an announcement which confirmed that BIEC would continue to have the same expertise, provide the same services and be run by the same people. (Joint Stipulation - Pl.'s Proposed Finding number 36.)

 49. Until their termination in July 1991, each of the individual Defendants was involved as an officer or senior manager of BIEC. Forand served as President of BIEC and was on the Board of Directors. Borzillo was Vice President in charge of technology. Connolly was in charge of operations. Shin was in charge of sales and servicing for the Far East and Asia. (Joint Stipulation - Pl.'s Proposed Finding number 37.)

 50. From August 1986 through July 1991, two additional producer licenses were signed and three additional equipment supplier licenses were also signed. (Confidential Appendix PP3 and 4.) (Joint Stipulation - Pl.'s Proposed Finding numbers 41 and 42.)

 51. By 1990, two million tons of 55% aluminum-zinc coated sheet steel were produced annually by BIEC's licensees, compared to 20,000 tons of 55% aluminum-zinc coated sheet steel in 1975. (Joint Stipulation - Pl.'s Proposed Finding number 43.)

 52. Between January 1980 and December 1991, BIEC received $ 61,274,000 in fees and royalties from its producer and equipment licensees. (Confidential Appendix P5.) (Joint Stipulation - Pl.'s Proposed Finding number 4.)

 53. To date, none of BIEC's licensees have refused to pay the fees and royalties associated with the transfer of BIEC's confidential 55% aluminum-zinc technology. (2/27/92 Tr. at 55-56, Wechsler Direct.)

 54. Since August 1991 and following over two years of negotiations, BIEC has signed three new producer licensees for fees and royalties of approximately $ 6 million. (2/12/92 Tr. at 43-44, 55, 59-61, Wechsler Direct; Pl.'s Ex. 67, 68.)

 55. BIEC's licensees are the only known producers of 55% aluminum-zinc coated sheet steel in the world. (2/24/92 Tr. at 146-47, Caldwell Cross; Pl.'s Ex. 68.)

 56. Since 1986, BIEC has spent more than $ 1.6 million promoting the GALVALUME trademark. (2/12/92 Tr. at 84-86, Wechsler Direct; Pl.'s Ex. 176.) BIEC spent approximately $ 300,000 per year promoting GALVALUME prior to 1986. (2/12/92 Tr. at 84-86, Wechsler Direct; Pl.'s Ex. 176.) The GALVALUME trademark is known and accepted throughout the hot-dip coating industry. (2/25/92 Tr. at 199-200, Shin Cross.)

 57. The competitive products to BIEC's 55% aluminum-zinc coating for sheet steel are galvanizing (100% zinc), Crack Free (1% aluminum), Galfan (5% aluminum), Superzinc (5% aluminum), and aluminizing (100% aluminum). (2/12/92 Tr. at 48-49, Wechsler Direct; 2/24/92 Tr. at 71, Wechsler Redirect; 2/27/92 Tr. at 8-9, Forand Cross; Pl.'s Ex. 202.) Also available for future development as a competitive product to 55% aluminum-zinc coated sheet steel is the recently patented product in the range of 75% to 90% aluminum. (2/20/92 Tr. at 77, Borzillo Cross; 2/24/92 Tr. at 71, Wechsler Redirect.)

 58. Licensing negotiations between BIEC and its prospective licensees often span a period of two to three years before resulting in a license agreement.

 59. The costs of constructing a hot-dip coating line can range from $ 18 million to $ 75 million. (2/20/92 Tr. at 2, Borzillo Direct.)

 60. The collective aluminum-zinc operating, marketing, and research experiences of Bethlehem Steel, Bethlehem International, BIEC, and their licensees has been documented over the years in BIEC's technology manuals. BIEC maintains the following technology manuals: Operating Manuals; Technology and Research Manuals; Marketing Manuals; and Equipment Supplier's Manuals. (2/12/92 Tr. at 63-65, Wechsler Direct; Pl.'s Exs. 91, 92, 93, 94.)

 61. In 1985 or 1986, BIEC spent hundreds of hours rewriting and updating its operating, technology and marketing manuals, which were provided by BIEC to each licensee. Prior to 1986, there were two distinct series of manuals. One series described the experiences of Bethlehem Steel at Sparrows Point and the other series described the experiences of the 55% aluminum-zinc line operated by the original licensee, John Lysaght, now part of Broken Hill Proprietary. In 1986, an effort was made to document the experiences of the two aluminum-zinc lines, as well as to include other information that had been acquired by the licensees up to that point in one comprehensive set of manuals. (2/12/92 Tr. at 65, Wechsler Direct; 2/24/92 Tr. at 128-31, Caldwell Cross; 2/20/92 Tr. at 104-05, Borzillo Direct; Pl.'s Exs. 166 at 32, 190.) The 1986 manuals were referred to by BIEC's licensees as "The New Testament of GALVALUME." (2/24/92 Tr. at 152-53, Caldwell Cross; Pl.'s Ex. 166 at 33.)

 62. Two additional updates to the Operating Manual were issued - one in 1987 and one in 1988 - reflecting new information regarding better and improved ways to make, use, or sell 55% aluminum-zinc coated steel products. (Pl.'s Exs. 34, 35.)

 63. The technology manuals play a leading role in the transfer of 55% aluminum-zinc technology by BIEC to its licensees. Typically, after a license is signed, the manuals are sent by BIEC to the new licensee with a request that they read them in detail. (2/12/92 Tr. at 64, Wechsler Direct.)

 64. BIEC's transfer of the 55% aluminum-zinc technology to its licensees involves several other aspects. Typically, after reviewing the manuals, the licensee will present a series of questions and ask BIEC for assistance. BIEC then schedules a formal technology transfer session and prepares answers to the licensee's questions. A classroom session lasting several days is held during which BIEC's technical experts teach the technology to the licensee's operators. A tour of one of BIEC's licensees' existing 55% aluminum-zinc facilities and a research facility (such as Bethlehem Steel's Homer Research Center) also occurs. (Joint Stipulation - Pl.'s Proposed Finding number 57.)

 65. The next phase of BIEC's technology transfer typically involves a review by BIEC of the licensee's engineering drawings for technical adequacy. The licensees are then sent home to build or equip their facilities under confidentiality agreements with their equipment suppliers and BIEC's equipment suppliers. (Joint Stipulation - Pl.'s Proposed Finding number 58.)

 66. Since each licensee builds a different type of continuous processing line, the material provided in the manuals (which represents in large part the specific operating experiences from Bethlehem Steel's Sparrows Point line and Broken Hill Proprietary's John Lysaght's line) does not necessarily set forth operating parameters fully suitable to each licensee's needs. (2/24/92 Tr. at 21, Caldwell Direct.) Determining the correct operating parameters for a new 55% aluminum-zinc line is also very dependent upon an operator's experience and type of equipment. Therefore, after determining the correct operating parameters for the licensee's line, a BIEC technology transfer team travels to the licensee's location and assists in the start-up of production. (2/24/92 Tr. at 20-21, Caldwell Direct.) These production assistance visits typically last a few weeks to a month. (2/12/92 Tr. at 80-81, Wechsler Direct; 2/24/92 Tr. at 117-20, Caldwell Direct.)

 67. Finally, the technology transfer involves ongoing trouble-shooting and problem-solving as the new licensee makes the 55% aluminum-zinc coated product. (2/12/92 Tr. at 82, Wechsler Direct.)

 68. The technology manuals are used as a ready reference by BIEC personnel to answer licensee questions and solve licensee problems. Larry Caldwell, a BIEC technical consultant, had a reduced size operating manual made so that he could easily carry it on his international trips to visit licensees. (2/24/92 Tr. at 153-57, Caldwell Cross; Pl.'s Ex. 192.)

 69. In a November 1990 paper, Forand summarized the technology package as follows:

 
The GALVALUME Package
 
One might question the contents of the technology package. On the surface the concept of galvaluming might not appear any different from continuous galvanizing. Galvanizing is itself somewhat of a high level "art form." Operator know-how and tricks of the trade have been discussed at length during many international galvanizing conferences.
 
The Keys to Success
 
The [BIEC] technology package embodies the details of the required operating practices necessary for quality production. An operating manual and a detailed product technology manual are sent to the licensee company after the license agreement is signed. The technology disclosure pays particular attention to the facility equipment mix and design. Several days of consultation are included to review engineering drawings of the facility and to provide assistance in the selection of specific equipment items essential to the production of quality GALVALUME. Key manufacturing parameters are isolated, with specific limits to the range of acceptability. Potential problem areas are clearly defined, with suggested changes in operating practice to minimize or eliminate a given product-quality problem.
 
The technology package provided by [BIEC . . . ] contains not only detailed operating practices but also a vast amount of product-testing data. In addition, intrinsic materials engineering properties are disclosed as well as corrosion mechanisms operable under differing atmospheric exposure conditions. The technology package also includes start-up or facility-commissioning assistance. [BIEC] generally provides two skilled operating personnel to the licensee to assist with start-up operations. Such assistance is available for one month, although thus far most existing licensees have produced prime-quality product on a consistent basis well within a month.
 
For those licensees with limited or no prior experience in hot-dip metallic coating operations, [BIEC] provides an operator training program. This training program, which may last for weeks, is conducted at a facility that most closely matches the layout and design of the licensee's coating line. The training program is given within the six-month period prior to the commissioning of the licensee's GALVALUME line.
 
Also, BIEC provides ongoing technical support services throughout the life of the license agreement. These services may be in the form of direct trouble-shooting visits to licensee facilities or general technical support through BIEC's InterZAC forum, which will be described later. Now let us turn our focus to selling the GALVALUME technology.

 (2/26/92 Tr. at 94-96, Forand Cross; Pl.'s Ex. 52 at 3-4.) While we recognize that Forand's summary of the technology package was intended as a marketing and advertising tool, and also contains a certain amount of "puffing," we never-the-less feel that Forand's statement accurately describes BIEC's 55% aluminum-zinc technology. (2/21/92 Tr. at 106-08, Borzillo Cross.)

 70. In 1981, BIEC formed the International Zinc-Aluminum Coaters Association ("InterZAC"). Membership in InterZAC was restricted to BIEC's licensees, and conferences were held every eighteen months to two years. InterZAC conferences were held by BIEC in 1981 (Sparrows Point, Maryland), 1983 (Sydney, Australia), 1984 (Chicago, Illinois), 1986 (Maui, Hawaii), 1987 (London, England) and 1989 (Osaka, Japan). (Joint Stipulation - Pl.'s Proposed Findings numbers 66 and 67.)

  71. The objectives of InterZAC were to provide licensees with an opportunity to develop personal relationships, to provide a forum for discussing technical aspects on the performance, production and application of 55% aluminum-zinc, and to pass-through improvements among BIEC and its other licensees under the terms of the individual licensing agreements. (2/14/92 Tr. at 124, Borzillo Direct.)

  72. As President of BIEC, Forand publicly described the InterZAC program as follows:

  
Our joint technology sales program has been enormously successful, as witnessed by the achievements of our licensees. The program not only insures the availability of the most complete and up-to-date technology, but it also provides for the continuing exchange of technical information and improvements among old and new licensees through InterZAC. This is why we say that it is truly a unique program.
  
To amplify, much of this technology exchange takes place every 18 months at joint licensee meetings which serve as vehicles for passing production improvements back to licensees. Named InterZAC -- the acronym for International Zinc-Aluminum Coaters I mentioned earlier -- membership is limited only to GALVALUME licensees. At the week-long meetings, key personnel present papers and discuss production and technology improvements. Also included are tours of coating facilities and a mini trade show of world-wide suppliers of goods and services to hot-dip coated sheet producers. The major "players" in the metallic coatings business attend.

  Again, while we recognize that Forand's statements were designed with advertising and marketing goals in mind, and as such contain a certain amount of "puffing," we find that Forand's statement accurately reflects InterZAC's goals. (2/26/92 Tr. at 99-101, Forand Cross; Pl.'s Ex. 88 at 52-53.)

  73. As chairman of InterZAC, Borzillo oversaw the proceedings and kept track of and collected all of the technical papers and research notes that were presented by BIEC's licensees at the InterZAC conferences. (Joint Stipulation - Pl.'s Proposed Finding number 70.) As InterZAC chairman, Borzillo also prepared a section entitled "highlights," which identified the new and useful information exchanged at each InterZAC conference. A "highlights" section was circulated to the licensees as part of each InterZAC manual with the exception of the InterZAC manuals for 1981 and 1983. (2/14/92 Tr. at 128, 130-133, Borzillo Direct; Pl.'s Exs. 18, 21, 24, 27, 29, 31.)

  74. BIEC also organized and ran regional organizations for its licensees which met quarterly, semi-annually and annually: NamZAC -- (for the North American licensees); PacZAC (for the Pacific Rim licensees); EuroZAC (for the European licensees); and OpZAC (for the operating personnel of the various licensees). (2/12/92 Tr. at 69-75, Wechsler Direct; Pl.'s Exs. 101-104.) As with InterZAC, these regional organizations provided a means for sharing within BIEC's licensee group new and useful information regarding improved ways to make, use and sell GALVALUME sheet steel. This new information was maintained as confidential, provided only to licensees, and formed a part of BIEC's expanding 55% aluminum-zinc package. (2/12/92 Tr. at 69-75, Wechsler Direct; 2/25/92 Tr. at 148-49, Shin Cross; 2/21/92 Tr. at 62-64, Borzillo Direct; Pl.'s Exs. 101-104.)

  75. All of the individual Defendants were active in InterZAC and the regional organizations. Borzillo was Chairman of InterZAC, Connolly was Chairman of OpZAC, and Shin was Chairman of PacZAC. Forand, as President of BIEC, attended organizational meetings and delivered welcoming remarks. (Joint Stipulation - Pl.'s Proposed Finding number 78.)

  V. PUBLIC NATURE AND SPECIFIC TECHNICAL TRADE SECRETS RELATING TO BIEC'S 55% ALUMINUM-ZINC TECHNOLOGY.

  77. The process of manufacturing a 55% aluminum-zinc coating is very similar to hot-dip galvanizing. The applications and the processing of the sheet steel for 55% aluminum-zinc coated sheet steel from hot rolling through tandem rolling is essentially the same as that used for galvanizing. (Pl.'s Ex. 91 at 61; Defs.' Ex. 278.) In fact, seventeen (17) of the original twenty-one (21) licensee operated 55% aluminum-zinc coating lines were converted galvanizing lines. (2/19/92 Tr. at 175-76, Borzillo Direct; 2/20/92 Tr. at 143, Borzillo Cross; 2/21/92 Tr. at 101-02, Borzillo Cross; 2/24/92 Tr. at 146, Caldwell Cross.)

  78. Plaintiff has publicly admitted that "production methods for GALVALUME are generally similar to those used for continuous hot-dipped galvanizing. Only minor [conversion] modifications requiring minimal capital investment distinguish the two processes." (Defs' Ex. 121 at 2.)

  79. The grades of steel for 55% aluminum-zinc coated sheet steel are, in general, similar to those for competitive galvanized products. (2/19/92 Tr. at 157, Borzillo Direct; 2/24/92 Tr. at 63, Caldwell Direct; Pl.'s Ex. 91 at 61.)

  80. While BIEC provides specific information to its licensees on the types of steel that have been successfully used for the substrate on particular aluminum-zinc lines, operated by BIEC or its licensees, the evidence fails to establish that steel type information is not publicly available or that there exists a discrete set of steel grades which must be used for the substrate on a 55% aluminum-zinc line. (2/13/92 Tr. at 91, Wechsler Direct; Pl.'s Ex. 91 at 61, 64; Pl.'s Ex. 92, § IV at 3; Pl.'s Ex. 99, Day 3, PM Round Table at 4; Pl.'s Ex. 95, SSAB notes.)

  81. It is well-known that 55% aluminum-zinc coatings are more sensitive than galvanized coatings to certain types of surface characteristics such as the presence of oils and lubricants, microscopic iron fines from the rolling process, and the presence of lightly oxidized areas that must be controlled to avoid bare spots and bridged uncoated defects in the coated product. (2/13/92 Tr. at 51-52, 71, 91-92, Wechsler Direct; 2/18/92 Tr. at 38, Marder Direct; 2/19/92 Tr. at 127, Borzillo Direct; 2/24/92 Tr. at 28, 64-65, Caldwell Direct; Defs.' Ex. 276 at 27.)

  82. While BIEC provides specific information to its licensees concerning surface cleanliness -- oil levels measured in milligrams per square meter and iron fine levels measured in milligrams per square meter -- that have been successfully used on particular aluminum-zinc lines, the evidence fails to establish that this information is not publicly available or that there exists a discrete set of required cleanliness measurements. (Pl.'s Ex. 91 at 65; Pl.'s Ex. 98, SSAB Notes, Session 2, Feed Stock, at 1; Pl.'s Ex. 100, JLA Notes, Feedstock Surface Cleanliness; Pl.'s Ex. 96, Vickers, at 21.)

  83. As part of the process in preparing feedstock steel for continuous hot-dip processing, the hot rolled strip is pickled and side trimmed before undergoing reduction by cold rolling. Surface oxides on the steel must be completely removed, pickling acid residues completely rinsed off and the edges of the steel must be trimmed properly to avoid cracking during cold rolling. The pickling and trimming practices used are very similar for both galvanizing and 55% aluminum-zinc processing. (2/19/92 Tr. at 162-65, Borzillo Direct; 2/24/92 Tr. at 65-68, Caldwell Direct.)

  85. The flatness of the steel strip is an equally important and well known consideration in galvanizing and aluminizing as it is in 55% aluminum-zinc coatings. (2/19/92 Tr. at 167, Borzillo Direct; Defs.' Exs. 122; 119 at 43-45, Fig. 7; 130 at 35, Fig. 3.)

  86. While BIEC provides its licensees with information on the importance of flatness and ways of flattening the substrate to obtain necessary coating weight uniformity and corrosion resistance in a 55% aluminum-zinc coated product, the evidence fails to establish that this information is not publicly available or that there exists a discrete set of recommendations related to such practices. (2/13/92 Tr. at 95-96.)

  87. Maximum and minimum line speeds on 55% aluminum-zinc processing lines are a function of the line design. (2/19/92 Tr. at 172-75, 180, 183, Borzillo Direct; Defs.' Ex. 235.) Proper line speeds are determined by the desired product mix, which includes capacity, steel strip widths and strip thicknesses. (Id.) Line speeds are determined by informing the equipment manufacturer of the desired product mix. The manufacturer then designs the line to satisfy the desired product mix. (Id.) The line design process and setting of line speeds is really no different for aluminum-zinc than it is for galvanizing. (Id.)

  88. Surface roughness is related to line speeds in galvanizing, aluminizing or aluminum-zinc processing. A rough surface on the steel substrate is used to ensure coating uniformity at low line speeds. (2/20/92 Tr. at 120-21, Borzillo Redirect; 2/24/92 Tr. at 70-72, Caldwell Direct.) The decision about whether surface roughness is required is made by an operator who observes the appearance of the coating and visually concludes that the coating is not being uniformly applied to the substrate. (2/20/92 Tr. at 120-21, Borzillo Redirect; 2/24/92 Tr. at 72-73, Caldwell Direct.) The process of deciding whether surface roughness is required is very similar in galvanizing and 55% aluminum-zinc processing. (2/20/92 Tr. at 120-21, Borzillo Redirect; 2/24/92 Tr. at 70-72, Caldwell Direct.)

  89. While the process of setting line speed and the process of deciding whether surface roughness is required are very similar in galvanizing and 55% aluminum-zinc processing, BIEC provides its licensees with specifications for surface roughness of the substrate related to the particular fluidity of the molten 55% aluminum-zinc, the line speed, and the thickness and steel grade of the substrate. Specifications like these are not intrinsically known to an operator; rather they become apparent only after trial and error. (2/13/92 Tr. at 96-98, Wechsler Direct; 2/18/92 Tr. 39-40, 44, 62, Marder Direct; Pl.'s Ex. 91 at 62-64.)

  90. The furnace used in making 55% aluminum-zinc coated sheet steel is similar to the furnaces used in galvanizing and other hot-dip processes. These furnaces are divided generally into four sections, namely, direct fired section, radiant tube or hold section, colling section and snout section. The furnaces are operated under positive pressure to avoid seepage of oxygen into the furnace. (2/13/92 Tr. at 103, Wechsler Direct.) The direct fired section, which may be horizontal or vertical, and the radiant tube section are generally the same in galvanizing and 55% aluminum-zinc coating. However, the cooling section and the snout sections are different in terms of the temperature cycles, requirements for jet cooling, design of the snout section, and the parameters for processing. (Pl.'s Ex. 91 at 110; Pl.'s Ex. 96, Vickers, Figs. 2 & 3; Pl.'s Ex. 96, West.)

  91. Thermal cycles refer to the process of heating the substrate in the furnace to obtain desired mechanical properties in the steel. (2/24/92 Tr. at 33-34, 74-78, Caldwell Direct.) The thermal cycles used in processing aluminum-zinc coatings are very similar to those used in other hot-dip coating processes (2/19/92 Tr. at 157-59, Borzillo Direct; 2/24/92 Tr. at 30-34, 74-78, Caldwell Direct; 2/20/92 Tr. at 156-60, Borzillo Cross; Defs.' Ex. 120).

  92. BIEC provides its licensees with specific temperature profiles for the cooling and snout sections of the furnace for processing of substrates of specific steel grades, i.e., annealed, full hard, commercial quality, drawing quality, titanium stabilized, deep drawing quality and high strength steels. (2/13/92 Tr. at 100-02, Wechsler Direct; 2/18/92 Tr. at 40-41, 59-60, Marder Direct; Pl.'s Ex. 91 at 110, 489, 523; Pl.'s Ex. 96, Vickers, Figs. 2 & 3; Pl.'s Ex. 100, JLA Notes, Table of Thermal Cycle for Zincalume Qualities -- 00.4 mm Thick.) The evidence fails to establish that this information is not in the public domain. (2/19/92 Tr. at 157-59, Borzillo Direct.)

  93. There are many different furnace control practices, well documented in the public literature, that can be utilized in aluminum-zinc processing. The purpose of these practices is to eliminate barespots on the aluminum-zinc coated sheet by ensuring a clean, oxide-free surface on the incoming sheet, avoiding oxidation of the coating bath inside the snout and minimizing the formation of zinc dust condensed from zinc vapor inside the snout and annealing furnace. (2/20/92 Tr. at 218, Borzillo Direct; 2/24/92 Tr. at 93-95, Caldwell Direct; Defs.' Exs. 222, 223, 227, 228, 229, 261; Pl.'s Ex. 195.)

  94. Much of the information related to the furnace operation is well documented in the public literature including the general composition of gases making up the atmosphere in the snout and furnace, the possible entry location and distribution of gasses input to the furnace, and possible snout design. There are six patents in this area. (2/20/92 Tr. at 18, Borzillo Direct; Defs.' Exs. 222, 223, 227, 228, 229, 261; Pl.'s Ex. 195.)

  95. BIEC provides its licensees with examples of successful furnace operation, including the specific mixture of hydrogen and nitrogen gas, the dewpoint of the gas (or dryness), the flow rates of the incoming gas, and the entry location and distribution of gasses input to the furnace used on specific aluminum-zinc lines operated by BIEC's licensees. (2/13/92 Tr. at 102-06, Wechsler Direct; 2/18/92 Tr. at 60, Marder Direct; Pl.'s Ex. 91 at 80-142; Pl.'s Ex. 100, Bethlehem Notes, Session 1, 2-b In Line Annealing Furnace, Atmosphere Practice; Pl.'s Ex. 100, JLA Notes, Session 1, 2. In -Line Annealing Furnace, Atmosphere Gas Practice No. 5 Line; Pl.'s Ex. 99, J&L Notes, Operating Practices at 1; Pl.'s Ex. 99, JLA Notes, Session 2, Furnace Atmospheres, at 3-9; Pl.'s Ex. 99, USS Line, Leonard, at 7-8, Table IV; Pl.'s Ex. 99, Startup, Santo, at 5; Pl.'s Ex. 98, LTV Notes, Operating Practices, Furnace Atmospheres; Pl.'s Ex. 98, USS Notes, Session 2, Operating Practices, P1B; Pl.'s Ex. 98, SSAB Notes, Session 2, Round Table Discussion, Operating Practices at 1; Pl.'s Ex. 98, Galvalange Notes, Session 2, 1. Bare Spots, Furnace Atmospheres; Pl.'s Ex. 98, Lysaght Notes, Session 2, Operating Practices, at 1, 3, Furnace Atmospheres; Pl.'s Ex. 98, Bethlehem Notes, Bare Spots, B. Furnace Atmospheres; Pl.'s Ex. 98, Startup, Burlein, at 3; Pl.'s Ex. 104, 1991 Minutes, Survey, Question 5; Pl.'s Ex. 104, 1989 Minutes, Questionnaire Section III, Pot Area A and B; Pl.'s Ex. 104, 1988 Minutes, Questionnaire Section II, Furnace 1 and 2; Pl.'s Ex. 95, Snout Modification As A Means Of Reducing "Bare Spots", Uno et al, at 3-4; Pl.'s Ex. 95, Start-up and Production Experience with IMSA's Zintro-Alum Line, Perez, at 2, Fig. 34.) While these parameters are maintained by automatic controls and readouts on the furnace and snout, which are similar to other hot-dip lines, (2/24/92 Tr. at 37, Caldwell Direct), these parameters are not intrinsically known to an operator; rather they only become apparent after trial and error.

  96. While BIEC also provides its licensees with information relating to snout design and control of the zinc vapor in the snout, there is insufficient evidence to find that this information is not publicly known or that there are a discrete set of recommendations relating to this processing or procedures. (2/13/92 Tr. at 50-51, 67, 71-73, 106-13, Wechsler Direct; 2/18/92 Tr. at 47-49, 66-70, 73-74, Marder Direct; Pl.'s Ex. 91 at 398; Pl.'s Ex. 179 at 1-7; Pl.'s Ex. 95, Session 2, BHP Notes, Lucas and Brandis.)

  97. The pre-melt and main pots used on 55% aluminum-zinc lines to coat the substrate with molten metal are similar to those used on galvanizing lines. (2/24/92 Tr. at 99, Caldwell Direct; Defs.' Ex. 130 at 40, Fig. 12.) Moreover, the evidence establishes that maintenance practices for pots used on aluminum-zinc processing lines is largely determined by the pot manufacturer. (2/24/92 Tr. at 103-05, Caldwell Direct; Pl.'s Ex. 91 at 276-88.) Indeed, BIEC itself recognizes that it is ill equipped to fully consult on at least one of the two types of pots used. BIEC advises that the "statements and opinions expressed herein are only general in nature and BIEC International, Inc. assumes no responsibility with respect to such statements and opinions. Each party having an interest in use of a coreless pot should investigate with manufacturers of such pots all aspects of their design, construction and operation." (Pl.'s Ex. 91 at 204.) (emphasis supplied).

  98. The only specific difference between the pots used on galvanizing lines and aluminum-zinc lines is the necessity of having a high alumina refractory on aluminum-zinc pots. This requirement, however, was explicitly disclosed in a 1973 paper. (Defs.' Ex. 120 at 12.)

  99. Pot operation is also similar on aluminum-zinc and galvanizing lines. The evidence establishes that pot temperature on both lines should be maintained within 5 degrees of the target. (2/24/92 Tr. at 100-03, Caldwell Direct; Defs.' Ex. 130 at 40, Fig. 11.) Moreover, automatic temperature controls are used on the pots to regulate bath temperature in both galvanizing and aluminum-zinc processing. (2/24/92 Tr. at 103, Caldwell Direct; Defs.' Ex. 130 at 40.)

  100. On those aluminum-zinc processing lines where a pre-melt pot is used, launders are used to transfer the molten metal to the main coating pot in a similar manner as that in galvanizing. (2/24/92 Tr. at 105, Caldwell Direct; Defs.' Exs. 130 at 40, Fig. 12; 124 at 5.) Various pot and launder arrangements are described in the public literature. (Defs.' Ex. 130 at 40 and Fig. 12; Defs.' Ex. 122 at 75-77; Defs.' Ex. 119 at 45 and Fig. 8; Defs.' Ex. 234 at SB 5/1 - 5/8.)

  101. While BIEC provides licensees with information on the advantages and disadvantages of each of the particular types of pots and configurations used (2/13/92 Tr. at 117-18, Wechsler Direct; Pl.'s Ex. 91 at 204-64), on the inductor arrangements for the pots (2/13/92 Tr. at 117, 120-21, 123, Wechsler Direct; Pl.'s Ex. 91 at 276-288), on ramming and temperature monitoring practices for the inductors (2/13/92 Tr. at 114, 116, 119, 122, 123, Wechsler Direct; 2/18/92 Tr. at 60-61, Marder Direct; Pl.'s Ex. 91 at 187-88, 267-74, 278; (Pl.'s Ex. 99, Day 1, Round Table, at 43), and on launder design and configuration (2/13/92 Tr. at 110, 124-25, Wechsler Direct; Pl.'s Ex. 91 at 23, 279-88, 493), the evidence failed to establish that this information is not in the public information or that there exists a discrete set of recommendations regarding these practices. Rather, the evidence shows that BIEC's licensees in fact follow various practices and use different configurations. (2/13/92 Tr. at 110, Wechsler Direct; Pl.'s Ex. 91 at 204-64; Pl.'s Ex. 95, Perez at 2; Pl.'s Ex. 99, Leonard at 8; Pl.'s Ex. 99, Santo at 2 and Fig. 1.)

  102. Another area of similarity between galvanizing and aluminum-zinc processing is in the make-up of the pot machinery. Pot machinery consists of the sink roller, around which the strip moves through the molten bath during coating, the stabilizer rollers which assist in maintaining flatness through the jet wipers, and the supports for the sink roller and stabilizer rollers. (2/13/92 Tr. at 127, 132-38, Wechsler Direct.)

  103. Pot machinery is shown in the public literature and operates submerged in the bath. (2/20/92 Tr. at 28-29, Borzillo Direct; Defs.' Ex. 124.) Further, the evidence shows that the same grades of stainless steel used in aluminum-zinc processing are also recommended and used in galvanizing. (2/24/92 Tr. at 106-08, Caldwell Direct.) Maintenance performed on the pot machinery is also similar to that done in galvanizing. (2/19/92 Tr. at 137, 140-41, Borzillo Direct.) Primarily, scrapers are used to avoid alloy buildup and irregular spangle formation. (Id.; Defs.' Ex. 160.)

  104. Although different types of stainless steel can be used in the coating pot, BIEC maintains that the sink roller and stabilizer roller should be fabricated of ferrite-free 316L stainless steel. (2/13/92 Tr. at 60, 83-84, 128-29, 130-31, Wechsler Direct; 2/18/92 Tr. at 45, 61, 75-76, Marder Direct; 2/25/92 Tr. at 47, Caldwell Redirect; Pl.'s Ex. 91 at 290, 295, 297; Pl.'s Ex. 91 at 309-10, 315,323, 494; Pl.'s Ex. 95, British Steel Notes, page 2, fig. 2, Table 1; Pl.'s Ex. 95, British Steel Notes, page 2, fig. 2, Table 1; Pl.'s Ex. 95, British Notes, Session 6, Figs. 2 & 3; Pl.'s Ex. 99, Day 1 Round Table, at 27-28.) BIEC also provides its licensees with information on the preheating and avoidance of pickling of the pot machinery before entry into the bath as well as information on the maintenance of the sink and stabilizer rollers. (2/13/92 Tr. at 130-131, Wechsler Direct; 2/18/92 Tr. at 45, 75-76, Marder Direct; Pl.'s Ex. 91 at 322-25; Pl.'s Ex. 99, Day 1 Round Table, at 29, 31.) The evidence fails to establish that this information is not in the public information.

  105. The use of stabilizer rollers and hot bridles in aluminum-zinc processing is the same as in galvanizing. (2/20/92 Tr. at 27-29, Borzillo Direct; 2/24/92 Tr. at 109-11, Caldwell Direct.) Stabilizer rollers and hot bridles are used to maintain strip flatness throughout processing. (Id.) Moreover, these types of practices on aluminum-zinc processing lines are well documented. (Defs.' Ex. 124 at 6 and Fig. 5.)

  106. WHile BIEC provides its licensees with information on the preferred use of hot bridles, minimum coating thickness, and the corrosion resistance properties for 55% aluminum-zinc coating (2/13/92 Tr. at 57-58, 96, Wechsler Direct), the evidence fails to establish that this information is not in the public information or that there exists a discrete set of recommendations relating to these practices.

  107. The specific bath composition has been widely disclosed and is set forth in standard trade reference texts. (2/19/92 Tr. at 41-42, Borzillo Direct; Defs.' Ex. 230 at 348.) The early patents issued to Mr. Borzillo, as well as other patents issued for 55% aluminum-zinc coatings, describe the grades and composition of spelter used to prepare the aluminum-zinc coating bath. (Defs.' Exs. 147, 148.) Moreover, the effects of specific bath impurities have been extensively discussed in public literature. (2/20/92 Tr. at 22-26, Borzillo Direct; 2/21/92 Tr. at 66-69, Borzillo Cross; Defs.' Exs. 149, 224, 277.)

  108. Although use of the various patents is likely to result in a coating bath containing a minimum level of impurities, (2/20/92 Tr. at 20-26, Borzillo Direct), BIEC further instructs its licensees about the critical impurity levels. (2/13/92 Tr. at 126-27, Wechsler Direct; Pl.'s Ex. 91 at 173, 493; Pl.'s Ex. 97, Lysaght Notes, Session 10, at 2; Pl.'s Ex. 98, LTV Notes, at 2; Pl.'s Ex. 99, Bethlehem Notes at 8; Pl.'s Ex. 197, Letter dated 3/17/89.)

  109. Unlike galvanizing, 55% aluminum-zinc processing required accelerated cooling. This is accomplished through what is referred to as the upleg cooling tower. The require rate of cooling through the upleg cooling tower is set forth in a patent issued to Mr. Cleary of Bethlehem Steel. (Defs.' Ex. 169.) Furthermore, the temperature to which the strip must be cooled at the end of the upleg cooling tower is also set forth in public documents. (2/18/92 Tr. at 106, Marder Cross; Defs.' Ex. 230 at 349.)

  110. Based upon these publicly available operating parameters, a manufacturer of continuous process line equipment can construct an appropriate upleg cooling unit for an operating aluminum-zinc coating line. (2/24/92 Tr. at 92-93, Caldwell Direct; 2/20/92 Tr. at 32-33, Borzillo Direct.) Indeed, that is precisely how Bethlehem Steel constructed the first upleg cooling tower which is still in use at Sparrows Point. (Id.) Morevoer, the uncontradicted evidence established that LTV, a BIEC licensee, constructed an appropriate upleg cooling tower without BIEC's assistance, and that cooling tower is still in use. (2/24/92 Tr. at 84-88, 93, Caldwell Direct.)

   111. Although the BIEC Operating Manual written in 1986 indicated that a maximum cooling rate was not a factor, (Pl.'s Ex. 91 at 497), subsequent BIEC information discloses that coating hardening and in turn ductility properties are related to cooling rate, and that cooling rates should be maintained as low as possible (but not less than 11 degrees C per second as prescribed in the Cleary patent) for induced crazing and improved ductility properties. (2/18/92 Tr. at 40-41, Marder Direct; Pl.'s Ex. 97, Roudabush, at 3-4.) Information has also related the defect of mottling to interaction between the upleg cooling rate and coating pot bath silicon content. (2/13/92 Tr. at 79, Wechsler Direct; 2/18/92 Tr. at 76, Marder Direct; Pl.'s Ex. 98, Mercer et al; Pl.'s Ex. 99, Cooling Rate by Jolley, Questions, at 7; Pl.'s Ex. 180.) In addition, BIEC gives the design and operating parameters for the upleg cooling tower to provide the desired cooling rate with minimum amounts of cooling air and electric cost, as well as the height of the upleg tower above the bath and the spacing of the tower from the strip which are critical. (2/13/92 Tr. at 146-47, 149, Wechsler Direct; 2/18/92 Tr. at 49-51, Marder Direct; Pl.'s Ex. 91 at 361-78, 390, 497; Pl.'s Ex. 92, § VIII, at 1-15.) Further, BIEC provides information on how to measure the temperature at the turnaround roll (at the top of the cooling tower) with a parameter to avoid turnaround-roll pick-off defects in 55% aluminum-zinc coated product. (2/13/92 Tr. at 86-87, Wechsler Direct; 2/18/92 Tr. at 41, Marder Direct.) The BIEC information also instructs that slow cooling of the strip should be done with 55% aluminum-zinc after the turnaround roll and thereafter water with specific purity requirements is quenched at particular entry and exit temperatures. (2/13/92 Tr. at 148, Wechsler Direct; 2/18/92 Tr. at 63, Marder Direct; Pl.'s Ex. 91 at 497-98.) Using the Cleary patent as a starting point, BIEC and its licensees have developed additional upleg cooling parameters for specific aluminum-zinc lines. These parameters are not intrinsically known to an operator; rather they become apparent only after trial and error.

  112. Whether planned or unplanned, occasionally operation of a hot-dip coating line stops. When this occurs, certain practices must be followed to avoid having to rethread the strip through the line. These practices are the same in aluminum-zinc processing as they are in galvanizing. (2/24/92 Tr. at 112-16, Caldwell Direct.) These practices include inserting a "leader strip" during a long shutdown or "jogging" the line during a short line stop to prevent strip burn-off. (Id.) For example, operators use the same material for the leader strip as is used for the pot equipment on galvanizing or aluminum-zinc lines. (Id.)

  113. Although BIEC provides its licensees with information relating to various line stop procedures including jogging (2/13/92 Tr. at 151, Wechsler Direct; Pl.'s Ex. 91 at 174, 444, 520), welding (2/13/92 Tr. at 152-53, Wechsler Direct; Pl.'s Ex. 91 at 488, 520), and nitrogen purging procedures (2/13/92 Tr. at 154, Wechsler Direct), the evidence fails to establish that this information is not in the public information or that there exists a discrete set of recommendations relating to these procedures.

  114. Like galvanizing lines, air wipers are used on 55% aluminum-zinc processing lines to achieve a uniform and specified coating weight. The two commercially distributed coating weights are openly set forth in an American Standard for Testing and Materials ("ASTM") standard. (Defs.' Ex. 150.) Monitoring of coating weights is done automatically by controls attached to the air wiping system. (2/19/92 Tr. at 183-86, Borzillo Direct; 2/24/92 Tr. at 39-42, Caldwell Direct.) With a closed loop system, these adjustments are done automatically without any operator assistance. (Id.) The use of air wipers on aluminum-zinc processing is similar to that in galvanizing. (2/19/92 Tr. at 183-86, Borzillo Direct; 2/24/92 Tr. at 39-42, Caldwell Direct; Defs.' Ex. 119 at 43, 45; Defs.' Ex. 130 at 35.)

  116. A related problem to jet wipers is the use of edge siphons and beaver tails to avoid heavy edges on the 55% aluminum-zinc coated sheet steel. (2/13/92 Tr. at 76, Wechsler Direct; Pl.'s Ex. 97, National Steel Notes, Session 10; Pl.'s Ex. 97, LTV Notes, Session 10; Pl.'s Ex. 97, Daido Notes, at 4; Pl.'s Ex. 97, Operating Committee Notes, Frikeverda; Pl.'s Ex. 98, Dofasco Start-up, at 8; Pl.'s Ex. 98, USX Notes, Session 4; Pl.'s Ex. 98, LTV Notes, Section 5, at 3; Pl.'s Ex. 99, Daido Start-up, at 5.) The use of beaver tails or "false edges" and edge siphons to help reduce heavy edges in hot-dip coating are generally disclosed by U.S. Patent Nos. 3,742,905 (Defs.' Ex. 271), 3,480,469 (Defs.' Ex. 270), and 3,525,116 (Pl.'s Ex. 91 at 337-340.) (2/24/92 Tr. at 53-57, Caldwell Direct.)

  117. BIEC provides its licensees with actual engineering drawings of the size of the beaver tail, its design, and how air is supplied for 55% aluminum-zinc coating, which are not in the public information. (2/13/92 Tr. at 141, Wechsler Direct; 2/18/92 Tr. at 47, 52, Marder Direct; Pl.'s Ex. 91 at 494-95.) Similarly, BIEC provides its licensees with the particular parameters in terms of design cross-sectional area, spacing relative to the sheet edge, air pressure, air flow, length, angle of impingement and their utilization in combination with beaver tails. (2/13/92 Tr. at 139-41, Wechsler Direct; 2/18/92 Tr. at 47, 62, Marder Direct; Pl.'s Ex. 91 at 335-36, 494-95.) These specifications are not intrinsically known to an operator; rather they become apparent through trial and error.

  118. The creation of bottom dross is a naturally occurring concern in any hot-dip coating bath and is the result of dissolution and build-up of iron in the coating bath. (2/20/92 Tr. at 35, Borzillo Direct.) The dross forms because the pot materials and strip are made of iron which are attacked by the coating bath. This interaction releases iron into the bath. When the bath becomes saturated with iron, the excess iron precipitates as iron compound particles which accumulate and settle toward the bottom of the pot. (2/20/92 Tr. at 36, Borzillo Direct.)

  119. The practices associated with the prevention and removal of bottom dross are not unique to aluminum-zinc processing. (2/20/92 Tr. at 36, Borzillo Direct; Defs.' Ex. 130 at 40.) Moreover, the necessity of removing bottom dross in aluminum-zinc processing is well documented in the public literature. (2/20/92 Tr. at 37-38, Borzillo Direct.) Indeed, Junker, a pot manufacturer, recommends use of its pots in aluminum-zinc processing because its pots have features that enable an operator to easily monitor the accumulation of bottom dross. (Id.; Defs.' Ex. 158 at IV. 9.) Further, because of the need for high quality galvanized products in the automobile industry, extensive research is being done to manufacture pots that minimize the creation of bottom dross on galvanizing lines. (2/20/92 Tr. at 38-42, Borzillo Direct; Defs.' Ex. 232 at 117, Fig. 7.)

  120. While BIEC instructs its licensees on the prevention of bottom dross, there is insufficient evidence to find that this information is not in the public domain or that BIEC maintains discrete recommendations relating to these methods. (2/13/92 Tr. at 127, Wechsler Direct; 2/18/92 Tr. at 54, Marder Direct; Pl.'s Ex. 91 at 65, 185-88.)

  121. BIEC provides its licensees with specific information concerning the relationship of the 55% aluminum-zinc alloy layer thickness to the operating parameters. (2/18/92 Tr. at 55; Marder Direct.) More specifically, BIEC information relates 55% aluminum-zinc alloy layer thickness to the steel grade, silicon content of the molten bath, temperature of the molten bath, incoming strip temperature to the bath, retention time of the strip in the bath, line speed and cooling rate in the upleg cooling tower. (Pl.'s Ex. 92, § I, at 1, 6-10, Figures 4, 8, 9; Pl.'s Ex. 99, Mercer and Willis; Pl.'s Ex. 98, Bethlehem Notes; Pl.'s Ex. 98, US Steel Notes, Session 12, at 1; Pl.'s Ex. 97, US Steel Notes.) These parameters are not intrinsically known to an operator; rather they become apparent after trial and error. While the effect of these parameters can be predicted from standard scientific diffusion theory and have been observed in galvanized and aluminized coatings (Defs.' Ex. 230 at 327, Fig. 4, 328, 336, Fig. 2, 338, Figs. 4(a), 4(b), and 5), BIEC has reduced Bethlehem Steel's laboratory studies into a readily useable reference form for its licensees. BIEC also provides information on procedures for determination of the alloy layer thickness by measuring ion content in the coating and an arsenious oxide inhibited hydrochloric acid solution for stripping the overlayer to permit examination of the alloy layer. (Pl.'s Ex. 91 at 443-47; Pl.'s Ex. 92, § VI, at 64-66.)

  122. BIEC has publicly revealed the specific post-treatments used on 55% aluminum-zinc sheet steel. The public literature revealed the specific oils, chromate passivation treatments and acrylic passivation treatments, as well as the amounts required. (2/20/92 Tr. at 45-53, Borzillo Direct; Defs.' Exs. 120 at 14; Defs.' Ex. 121 at 4, 5; Defs.' Ex. 124 at 7; Defs.' Ex. at 161-164; Defs.' Ex. at 166-167; Defs.' Ex. 168 at 27, 30, Table 17; Defs.' Ex. 232 at 201; Defs.' Ex. 236 at "Rolling Forming"; Defs.' Ex. 264; Defs.' Ex. 272.)

  123. BIEC provides its licensees with a comparison of the effectiveness of various acrylic passivation and chromate passivation treatments. (Pl.'s Ex. 95, Day 5 Passivation Treatments, Schuler.) While anyone can use the publicly known treatments to obtain the comparisons described above (2/20/92 Tr. at 137-38, Borzillo Direct), BIEC has already performed the necessary tests and compiled the results in a readily, useable reference form for its licensees.

  124. The 55% aluminum-zinc product may be used either in a bare (i.e., coated) condition or painted on a separated continuous painting line. (2/13/92 Tr. at 165, Wechsler Direct.) The painting of 55% aluminum-zinc is in general similar to painting of galvanized products, but pretreatment used for painting of 55% aluminum-zinc and galvanized coating are different and incompatible. (Pl.'s Ex. 91 at 607, Table 8; Defs.' Ex. 235, Bates No. 80313.) The chemicals and paint systems used on 55% aluminum-zinc are provided by commercial vendors and hence their availability and claimed properties are available from the vendors' sales literature. (Defs.' Ex. 168.) Moreover, there is extensive documentation detailing the performance of 55% aluminum-zinc coated sheet steel painted with numerous pretreatment and paint systems in a wide range of atmospheres. (Defs.' Exs. 111; 112; 128; 132 at 367-373 and 389-396.)

  125. BIEC has compiled its own test results, in a readily useable reference form for its licensees, which related to the relative performance in actual operation and long-term outdoor exposure tests of the vendors' competitive products. (Pl.'s Ex. 91 at 640-83; 2/13/92 Tr. at 165-66; Wechsler Direct.)

  126. The evidence establishes that fluxing cannot be used on an aluminum-zinc processing line, and that this information was publicly revealed by BIEC. (2/29/92 Tr. at 136, Marder Cross; 2/20/92 Tr. at 60, Borzillo Direct; Defs.' Ex. 122.)

  128. Dr. Marder is a metallurgical engineer and Professor of Material Science and Engineering at Lehigh University, Bethlehem, Pennsylvania with a strong research background in the area of hot-dip coatings. Dr. Marder has worked on several applied problems in the production of commercial product including galvanized, galvannealed, and galfan products. Dr. Marder also did some work comparing a new coating to the 55% aluminum-zinc coating. (2/18/92 Tr. at 2-12.) Dr. Marder has never consulted on nor operated a galvanizing, aluminum, or aluminum-zinc line. (2/18/92 Tr. at 91-93.)

  129. At trial, BIEC did not attempt to specifically identify those portions of the manuals and conference minutes which it now contends, in Plaintiff's Post-Trial Proposed Findings of Fact 79-114, contain confidential information. Rather, BIEC offered only general testimony and evidence, through Dr. Marder and Richard Wechsler, describing the variousparts of the manufacturing process for 55% aluminum-zinc coated sheet steel, claiming that BIEC's manuals contained, without identifying them, confidential information related to those general principles.

  130. Without pointing to any specific provisions in the manuals and minutes, Dr. Marder testified that specific settings and parameters contained in the manuals and minutes including -- substrate temperatures, surface roughness parameters, line speeds, thermal cycles, atmosphere control practices, and jet wiper settings -- would be proprietary to BIEC. (2/18/92 Tr. at 35-50.) Taken together then, we find that the manuals and minutes contain at least some information which is confidential. More specifically, we believe that those provisions of the manuals enumerated in Findings 89, 95, 108, 111, 115, 117, 121, provide examples of information of the kind likely be confidential to BIEC. *fn6" The parameters contained in these provisions are not intrinsically evident to an operator; rather they only become evident to an operator after a period of trial and error. In each of these cases, BIEC has compiled the results of its experimentation and trial and error over the years into a readily useable reference form for its licensees.

  131. We are convinced that an experienced galvanizer could recreate the confidential information contained in Findings 89, 95, 108, 111, 115, 117, 121 through his own trial and error. The evidence fails to establish, however, how long it would take an experienced galvanizer to recreate these parameters.

  132. Having listened to the testimony of Forand, Borzillo, Shin, Caldwell, and Wechsler, we recognize that the individual Defendants, Forand, Borzillo, Shin, and Connolly, have committed an extraordinary and impressive amount of information related to 55% aluminum-zinc technology to memory. We are convinced that much of this includes the specific confidential parameters we discussed in Findings 89, 95, 108, 111, 115, 117, 121. It would be impossible for these individuals to attempt to recreate the parameters they have not committed to memory or to operate a 55% aluminum-zinc line without relying on the specific confidential parameters they have committed to memory over the course of professional lives. Engineers are trained to build on what they know, not to reinvent the wheel before moving on. (2/18/92 Tr. at 77, 89-90, Marder Direct.)

  133. We have already stated that absent expert testimony, subject to cross-examination, identifying those portions of the manuals and conference minutes which allegedly contain confidential information, the evidence at this point fails to establish which of the information enumerated in BIEC's Proposed Findings of Fact 79-114 is confidential and not publicly available. (Findings 80, 82, 84, 86, 92, 96, 101, 104, 106, 113, 120, 123, and 125.)

  134. As enumerated in Findings 80, 82, 84, 86, 92, 96, 101, 104, 106, 113, 120, 123, and 125, BIEC has compiled an enormous amount of information relating to the manufacture of 55% aluminum-zinc coated sheet steel. While there is presently insufficient evidence to find that this information is more than a "textbook" of information in the public domain, this information has been compiled into a convenient, readily useable, efficient reference form for BIEC licensees, which can save time and money.

  135. One of BIEC's current licensees, LTV (then J&L), a long-time galvanizer, came very close to producing commercial quality 55% aluminum-zinc coated sheet steel without using BIEC's technology and only using information in the public domain. (2/20/92 Tr. at 110, Borzillo Redirect; 2/24/92 Tr. at 84-87, Caldwell Direct.) LTV's primary mistake was its failure to adhere to the correct composition of the coating bath, a composition which was a matter of established public record. (Id.) Ultimately, LTV became a BIEC licensee, and within a short time was producing prime product.

  136. Very recently, Wheeling-Nisshin (which has since become a BIEC licensee) told BIEC's officials that they did not believe they needed BIEC's assistance to make commercial quality 55% aluminum-zinc coated sheet steel. (2/19/92 Tr. at 130-31, Borzillo Cross.) In response, BIEC admitted in an internal memorandum that:

  
Given enough time and money, we [BIEC] agree that Nisshin technical people will very likely be able to establish practices that will make it possible to produce good quality Galvalume. However, there will be a cost to this effort and this cost could conceivably exceed that of our fee. . . .
  
BIEC has an established reputation and successful track record in assisting its . . . licensees with smooth, fast and low cost start-ups. . . .
  
BIEC would consider licensing the Galvalume trademark and the atmosphere control patent, if, in fact, W-N [Wheeling-Nisshin] decides not to license under our technology.

  (Pl.'s Ex. 33.) Ultimately, Wheeling-Nisshin agreed to pay BIEC $ 1.3 million to purchase the technology. *fn7" (Pl.'s Ex. 173.)

  137. Much of the information contained in BIEC's manuals and minutes and much of the technical information needed to produce high quality 55% aluminum-zinc coated sheet steel is in the public domain. (Findings 77-78, 81, 85, 91, 93, 98-100, 103, 105, 109, 114, 116, 119, 122, 124). Moreover, there are at least eleven, extant or almost extant, patents which relate to the manufacture of 55% aluminum-zinc coatings. (Findings 94, 107, 109, 116).

  138. Given the quantity of information in the public domain, the reported experiences of LTV and Wheeling-Nisshin, BIEC's own admission (Pl.'s Ex. 33), and the testimony of five of the most knowledgeable individuals concerning 55% aluminum-zinc coated products, namely, -- Forand, Borzillo, Shin, Caldwell, and Wechsler -- we are convinced that an experienced galvanizer would be capable of establishing practices based solely on information in the public domain that would make it possible to produce commercial quality 55% aluminum-zinc sheet steel, albeit at what would probably be great cost and substantial start-up time.

  139. BIEC's manuals and minutes provide licensees with a comprehensive body of technical knowledge which allows the licensor to enter the 55% aluminum-zinc coating market and make a competitive quality product relatively quickly.

  140. BIEC has an established reputation and successful track record in assisting its twenty-three (23) licensees with smooth, fast and low-cost start-ups. We are convinced that the real value of BIEC's services and information rests in its ability to assist a licensee in producing a high quality product in a timely cost-effective manner.

  VI. OTHER BIEC BUSINESS TRADE SECRETS AND CONFIDENTIAL INFORMATION.

  141. A detailed history of the product introduction of the first two manufacturers of 55% aluminum-zinc sheet during the 1980's is provided to licensees. These histories cover such items as development of a marketing plan, a project team approach, pricing strategies, target markets, competitive products, promotional activities, seeding the market with purchased coils prior to production start, development of new geographical markets, and introduction of needed ancillary and complimentary products such as compatible sealants (in place of solder), roll forming lubricants, compatible flashing materials (e.g., not lead or copper) and compatible fasteners. (Pl.'s Ex. 93 at 89-125; Marketing Manual, pp. 89-125.) Much of this marketing information is in the public information. (Defs.' Exs. 110-15, 120-24, 126, 135-40, 156, 159, 161-67, 170, 172-84, 188-89, 192-204, 208, 210, 212-221, 236-239, 243, 242.)

  142. BIEC maintains computerized mailing lists of its customers, critical contacts and prospective licensees. BIEC's mailing lists were compiled over more than ten years by BIEC employees, including the individual Defendants. As new contacts were made for example, at conferences, trade shows, or during sales trips, the lists were regularly updated. Employees, including the individual Defendants, had the discretion to add and delete names on these lists as they deemed necessary. The lists contain valuable information necessary for communication with BIEC's actual and prospective customers. At trial, Borzillo acknowledged that he treated the master lists as confidential within BIEC. Never-the-less, many of the names on the lists would be well-known to those familiar with the industry (for example, names of steel companies with galvanizing lines). (2/13/92 Tr. at 29-34, Wechsler Direct; 2/20/92 Tr. at 95-99, Borzillo Cross; 2/27/92 Tr. at 36-37, Forand Cross; Pl.'s Ex. 105.)

  143. Like BIEC, the customers and business contacts of Global Steel Services represent large scale steel-makers and steel processors around the world who would have the capability of producing 55% aluminum-zinc coated sheet steel ...


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