definiens: ), with Seller surviving ( the ) ; WHEREAS, the FTC ( as defined herein ) staff has raised the concern that theMerger Transaction is likely to produce anti - competitive effects in the alleged relevant productmarket(s ) in the United States for the Triage Products, which would not be in the public interest, including, but not limited to, by eliminating competition between Abbott and Seller;WHEREAS, in order to resolve the concerns raised by the FTC staff in thesealleged product markets in the United States, Abbott and Seller have agreed to enter into anagreement to divest certain assets related to these Triage Products to Purchaser and to permitPurchaser to replace lost competition by itself manufacturing, marketing and selling the Products, including into the respective alleged product markets;WHEREAS, the FTC is about to issue a Decision and Order governing the scope, nature and extent and requirements of this Agreement;WHEREAS, in furtherance of foregoing, Seller desires to effect the sale anddivestiture of the Triage Business ; andWHEREAS, Purchaser desires to purchase the Triage Business