Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 18.12.2019  
C(2019)  9429 final  
PUBLIC VERSION 
 
To the notifying party 
Subject : Case M.9331 – DANAHER/ GE HEALTHCARE LIFE SCIENCES 
BIOPHARMA  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No 139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 29 October 2019, the European Commission received notification of a proposed 
concentration pursuant to Art icle 4 of the Merger Regulation by which Danaher 
Corporation ( “Danaher ”, United States ) acquires sole control of GE Healthcare Life 
Sciences ’ Biopharma Business ( “GE Biopharma ”, United States ), within the 
meaning of Article 3(1)(b) of the Merger Regulation .3 Danaher is hereinafter 
referred to as “ the Notifying Party ”. Danaher and GE Biopharma are hereinafter 
collectively referred to as “ the Parties ”. 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C 375, 6.11.2019, p. 28.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 1. THE PARTIES , THE OPERATION AND T HE CONCENTRATION  
(2) Danaher  is the ultimate holding company of a group that des igns, manufactures and 
markets professional, medical, industrial and commercial products and services. In 
the life sciences area, Danaher is primarily  active through its wholly -owned 
subsidiaries Pall Corporation (“Pall”), Molecular Devices , L.L.C (“MolDev ”), Leica 
Microsystems GmbH (“Leica”) , Beckmann Coulter, IDBS, Integrated DNA 
Technologies, Phenomenex, Inc. (“Phenomenex”)  and SCIEX . 
(3) GE Biopharma is part of General Electric’s (“GE”) Healthcare Life Sciences 
business unit. GE Biopharma supplies instruments, consumables and software for the 
research, discovery, process development and manufacturing workflows of 
biopharmaceutical drugs, such as monoclonal antibodies, vaccines, and cell a nd gene 
therapies. GE Biopharma is not organised as a separate stand -alone group of 
companies, but is held by different legal entities within GE.4 GE Biopharma 
comprises all properties, assets, goodwill and rights that relate primarily to the 
manufacture and distribution of instruments, consumables, and software that support 
the research, discovery, process development and manufacturing workflows of 
biopharmaceutical drugs and that are currently owned by GE, either directly or 
indirectly though GE’s subsidi aries.  
(4) On 25 February 2019, Danaher and GE entered into an Equity and Asset Purchase 
Agreement under which Danaher would acquire GE Biopharma by means of an 
acquisition of equity interests and assets for USD 21 400 million (EUR 18  100 
million) (the “ Trans action ”). Upon completion of the Transaction, Danaher would, 
either directly or indirectly own all equity interests and all assets belonging to GE 
Biopharma. Therefore, the Transaction constitutes a concentration pursuant to 
Article 3(1)(b) of the Merger R egulation.  
2. UNION DIMENSION  
(5) The combined aggregate turnover of the Parties is more than EUR 5 000 million 
(Danaher: EUR […]  million; GE Biopharma: EUR […]  million) and the aggregate 
Union- wide turnover of each of the Parties is more than EUR 250 million 
(Danaher:  EUR […] million; GE Biopharma: EUR […]  million). Neither of the 
Parties achieves more than two -thirds of their Union- wide turnovers within one and 
the same Member State. The Transaction therefore has a Union dimension pursuant 
to Article 1(2) of the  Merger Regulation.  
3. COMMISSION ’S APPROACH AND STRUCTURE OF THE COMMISSION ’S ASSESSMENT  
(6) The Parties ’ activities horizontally overlap in the manufacture and sale of various 
products  and services  used in the bioprocessing industries. Moreover, there are also 
some vertical links to be assessed between the Parties respective activities, as well as 
possible conglomerate effects. In s ection  4 of th is decision, the Commission will 
firstly introduce the area of biologics and bioprocessing, followed by an assessment 
of possible horizontal non- coordinated effects in the various relevan t markets , which 
form part of the bioprocessing workflow  (section 4.2 to 4.7). Where relevant, the 
                                                 
4  The entities within GE Biopharma that are active in the affected markets in the EEA are: [ ...]. 
 
3 Commission will assess possible non -coordinated vertical effects  
(sections  4.2.1.2(B) , 4.2.2.2(B)  and 4.7.2.2)  and possible coordinated effects in 
section 4.8. In section  4.9, the Commission will then assess possible conglomerate 
effects . 
(7) Moreover, the Parties ’ activities horizontally overlap in the manufacture and supply 
of products and services which, while not directly forming part of the bioprocessing 
workflow, are closely related to this. In s ection  5, the Commission assesses possible 
horizontal non- coordinated effects in relation to the Parties ’ activities in those other 
life sciences research segments, as well as possible coordinated effects.  
(8) Section s 7 and 8 will be  dedicated to the Commission ’s assessment of the 
Commitments offered by the Notifying Party.  
4. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE PARTIES ’ 
ACT IVITIES IN BIOPROCES SING  
4.1. Introduction  
4.1.1. Biologics and bioprocessing  
(9) Bioprocessing is a broad term encompassing the research, development and, mainly, 
manufacturing of products prepared from or used by biological systems – namely, 
cells. Those products are known as biopharmaceuticals or biologics. Although cell -
derived pharmaceutical products – such as vaccines and blood products –  have long 
been used for therapeutic purposes, in the last two decades a new class of 
therapeutics has emerged that is based on p roteins produced by genetically 
engineered living cells. New types of biologics include most notably monoclonal 
antibodies ( “mAbs ”). mAbs therapies were developed through a series of scientific 
advances since the 1980s, and currently are the largest produc t group within 
biologics. Most recent classes of biologics therapies are cell and gene therapy. In cell 
therapy, cells (for instance, stem cells) are injected in patients to treat a certain 
disease. In the gene therapy, faulty genes causing a disease are m odified or 
inactivated. The latter can be performed by harvesting, curing and re -injecting the 
patient ’s own cells, or by administering modified viruses ( “viral vectors ”) containing 
the corrected gene(s).  
(10) Although biologics are a relatively young class of therapies, their benefits have 
fuelled rapid growth. One report estimates that the biologics market was valued at 
approximately USD 255  000 million in 2017 and is expected to more than double 
by 2026.5 The development of biologics and in particular mAbs si nce the 1980s has 
also led to the emergence and growth of an industrial bioprocessing sector that 
supplies equipment and consumables to develop and manufacture biologics, which 
likewise has seen significant expansion. Its five -year expected annual growth r ate is 
almost 9%.6 
                                                 
5  See the market report “Global Biologics Market Size, Market Share,  Application Analysis, Regional 
Outlook, Growth Trends, Key Players, Competitive Strategies and Forecasts, 2018 to 2026”, April 2018, 
Acute Market Reports.  
6  See the market report “ Bioprocessing Technologies 2018, Market Analysis & Perspectives”, page 9, 
September 2018, SDi.  
 
4 (11) While the manufacturing process of biologics differs somewhat depending on the 
specific (type of) product, a typical and standardised process such as the one for 
mAbs begins with cell culture – growing cells within the laboratory – follo wed by a 
scale- up process in which the cell culture is grown to the levels required for 
manufacturing. After sufficient cell growth is achieved, the desired protein must be 
separated from the cells and the growth media purified. This involves various stage s 
of filtering and clarification, as well as mixing the protein with sterile solutions at 
the desired level of dilution for administration to the patient.7 
(12) Bioprocessing can be divided into two broad manufacturing steps: an “ upstream ” 
process, during which cells are grown and the biologic target harvested, and a 
“downstream ” process during which the desired drug product is isolated from the 
cells, purified and ultimately formulated and packaged into a final drug product – 
typically a filled vial or syringe.8 
4.1.2. Customer preferences and regulatory constraints  
(13) Choices of bioprocessing consumables and hardware are often made at the early 
stages of the drug development process, based principally on technical 
considerations. A key feature of the industry is that biologics manufacturers must 
provide full characterisation of their products for regulatory approval. Such 
characterisation includes testing of the production process and its control.  
(14) In the U nion, the European Medicines Agency ( “EMA ”) is responsible for central 
evaluation and authorisation of biologics (in EMA terminology, advanced therapy 
medicinal products or “ ATMPs ”). In addition to physicochemical testing, biologics 
require biological testing for full characterisation. Such characterisation combines 
testing of the active substance and the final medicinal product together with the 
production process  and its control. Thus , the characterised and tested production 
process, which is designed by the manufacturer of the ATMP, becomes part of the 
basis for regula tory approval of the ATMP or biologic.  
(15) Thus, once regulatory approval to produce a new biologic using a defined 
manufacturing process has been obtained, and a manufacturer has selected a 
particular product for a step in this process, it often tries to avoi d switching because 
doing so would require re -characterisation/recertification. It also appears that 
manufacturers  typically do not qualify more than one product for the same use in a 
given production process, and that they are thus largely locked -in with their 
suppliers once the product decision has been made.  
(16) The Parties explain that it is typical for customers to select hardware and 
consumables from many different suppliers for a single bioprocessing setup. In light 
of the replies  provided in the course  of the  market investigation , the Commission 
finds that  customers appear in general to be able to “ mix-and-match ” equipment 
from different suppliers.9  
(17) It should be noted that a significant trend within bioprocessing –  especially for 
commercial production – is the rapidly growing use of recently developed single -use 
                                                 
7  Form CO, paragraph 84.  
8  Form CO, paragraph 85.  
9  Questionnaire Q1, questions B.8 and B.9.  
 
5 technolog y (“SUT ”) products  made of disposable plastic instead of conventional 
glass or stainless- steel vessels and tubings. SUT provide benefits in terms of lower 
initial investment cost, ease of use and flexibility, although consumables are more 
expensive. In particular, it appear s that traditional steel hardware requires 
manufacturers to file with regulators a cleaning protocol, which they need to 
demonstrate ensures that there is no cross -contamination between product batches 
produced with the same hardware. Non -SUT also require the actual cleaning of 
hardware between production campaigns.  
(18) Another trend in bioprocessing appears to be that, while traditional biopharma 
manufacturing occurs through a “ batch ” process – with the raw materials used to 
create the biologic being processed  as discrete quantities at each stage of 
manufacturing – there are emergent methods that involve continuous processing at 
least at certain stages.  
4.1.3. Bioprocessing products  
(19) Bioprocessing technologies in manufacturing processes include both hardware and 
vario us types of consumables. Bioprocessing hardware includes equipment such as 
mixers, bioreactors, columns for housing the chromatography process and “skids ” or 
“systems ” that manage the flow of fluids being processed. Bioprocessing 
consumables, which account  for the vast majority of sales in the industry, include a 
large number of products, such as cell culture media, chromatography resins or 
filters, offered by a broad range of suppliers.10 
(20) Pursuant to explanation of the Notifying Party,11 bioprocessing at the  upstream level 
generally involves three types of technologies  and related products : bioreactors; 
filtration equipment; and various mixing and storage instruments.  
 Bioreactors are the key element of the upstream manufacturing process. They 
are vessels in w hich cells are grown in a controlled environment. Most 
commonly the cells are suspended in a liquid solution that is stirred or rocked 
to encourage cell growth. 
 Filtration solutions are used at various stages of the upstream process to 
purify and clarify t he cell growth solution and ensure its sterility before it is 
introduced into the bioreactor. The most prevalent type of filtration is direct 
flow filtration where a mixture flows through the filter. Another type of 
filtration is tangential flow filtration  where the mixture flows alongside the 
filter.  
 Mixers and storage instruments are used to prepare and store cell growth 
solutions. Mixers can also be used to mix other inputs, such as powders.  
                                                 
10  Form CO, paragraph 91.  
11 Form CO, paragraphs 87 and 88. 
 
6 (21) Throughout the downstream manufacturing process, various types of equipment are 
used to separate unwanted ( for example cell mass) from wanted ( for example  
proteins) products of the upstream cell production process. The technologies 
generally fall into two areas:  
 Chromatography involves purification technologies that s eparate desired 
from undesired elements through chemical processes by running a liquid 
“mobile phase ” through a “stationary phase”  of chemically treated resins.  
 Filtration typically removes unwanted from wanted elements of the cell 
growth process through physical separation by running liquids through 
porous membranes.  
(22) The Commission ’s assessment of the Parties ’ activities in the bioprocessing industry 
will start with horizontal non- coordinated effects  and vertical relationships 
concerning the upstream proce ss followed by an assessment of the horizontal non-
coordinated effects and vertical relationships between the Parties ’ activities in the 
downstream process before moving to possible conglomerate and coordinated 
effects.  
4.2. SUT products  
(23) The Parties sell SUT bi oreactors, mixers, connectors and bags for use in the 
upstream bioprocessing steps. The Parties consider each of these functions as 
different product markets.12 SUT products have consumable elements made of 
flexible or semi- rigid plastic. They are intended for one -time use and subsequent 
disposal, which improves safety and reduce cleaning and sterili sation costs. These 
consumables are designed to work only with t he SUT hardware purchased from a 
given supplier. SUT products are growing rapidly in bioprocessing.  
(24) Bioreactors are vessels that create the appropriate environment through several 
conditions13 that enable cell culture growth for the purposes of producing biologics. 
The hardware part consists of a tank with a motor into which the bag is inserted and 
an automation and process control system, as well as sensors to control critical 
operating parameters, such as oxygen, pH, temperature and pressure, and mass flow 
controllers to regulate the gas flow into the bioreactor. The mixing technology may 
consist of a rocking platform (rocking bioreactor), a tank (stirred tank bioreactors) or 
a docking station and equipment to control sensors, mixing or gassing (fixed- bed 
bioreactor). The consumable part is the disposable plastic assemblies designed for 
specific hardware systems that contain the cells and cell culture media during cell 
growth.  
(25) SUT mixers are used to perform process steps such as preparing media and buffers , 
as well as virus inactivation. They are only used for mixing purposes. Most mixers 
consist of a sterile bag assembly containing a magnetically driven impeller supported 
by plastic or stainless -steel hardware.  
                                                 
12  In Commission decision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher 
Scientific/Patheon , the Commission considered a differentiation according to functions into bioreactors, 
bags, mixers, transfer assembles and other SUT products, but ultimately left open the exact product 
market definition.  
13  Such as temperature, p H, oxygen, nutrient concentrations and removal of metabolic waste products.  
 
7 (26) SUT connectors allow to manage fluid between separate fluid pathways in the 
bioprocessing industry. SUT connectors have largely replaced traditional tube 
welding ( that is  joining two pieces of thermoplastic tubing by using high heat), as 
they provide a faster and easier solution. While it is not pos sible to use one 
supplier ’s connector on one end with another supplier ’s connector on the other end, 
they can be connected to the SUT system of a different supplier.  
(27) SUT bioprocess bags are used for the collection, storage, transport and feed- in of 
biopharmaceutical liquids in bioproduction processes. 
(28) The vast majority of customers and competitors14 who expressed an opinion in the 
market investigation on this point submitted that SUT bioreactors, SUT mixers and 
SUT connectors may be distinguished from  each other based on their functions. As 
some market respondents stated :15 “they all have different functions which have 
different performance requirements, thereby making their classifications distinct ”, 
“each product has its own use and can be use independently from each other. None 
can be replaced by another one ” or “these products play different roles in 
bioprocessing and should therefore be distinguished from each other ”.  
(29) In light of these considerations as well as all evidence available to it , the 
Com mission will assess the different SUT product categories separately.  
4.2.1. SUT bioreactors  
4.2.1.1. Market definition  
(A) Product market definition  
(A.i) Notifying Party ’s arguments  
(30) The Notifying Party submitted that (i ) SUT rocking bioreactors; (ii ) SUT stirred tank 
bioreactors ; and (iii ) SUT fixed -bed bioreactors  belong to separate product 
markets .16 The Notifying Party provides a number of arguments in this regard:  
(a) Rocking and stirred tank bioreactors would most commonly be used in 
suspension cell culture. Rocking and stirred tank bioreactors would be used at 
different stages of the bioprocess workflow17: whereas rocking bioreactors 
may be used as a seed train bioreactor for the stirred tank,18 stirred tank 
bioreactors are generally used for larger scale operations, suc h as 
development and production. 
(b) Fixed -bed bioreactors would represent a niche that can only be used for 
adherent cell culture.19 The Notifying Party submits that the cases where 
either fixed -bed bioreactors or microcarriers in stirred tank bioreactors can be 
used interchangeably to grow adherent cells are limited to  small- scale R&D 
                                                 
14  Questionnaire Q1, question E.B.2 and questionnaire Q3, question E.B.2.  
15  Questionnaire Q1, question E.B.2.1 and questionnaire Q3, question E.B.2.1.  
16  Form CO, paragraphs 809- 810 and 816.  
17  Form CO, paragraph 823.  
18  Form CO, paragraph 820.  
19  Form CO, paragraph 829.  
 
8 activities20 and to instances where customers are interested in what the cell 
produces rather than in the cells themselves.21 While fixed -bed bioreactors 
are not well suited for ve ry large -scale cell culture, stirred tanks in 
combination with microcarriers may be used for large -scale production of 
vaccines.22 
(31) The Notifying Party submits that there is generally  no substitution between SUT 
fermenters  (vessels that used for the growth o f microorganisms in non- mammalian 
microbial fermentation applications)  and SUT bioreactors and  therefore excludes the 
former from its proposed assessment.23  
(32) The Notifying Party considers that it is not necessary to distinguish between 
different sizes of SUT bioreactors because the size of the product is determined by 
the application it is used in and all suppliers generally offer a range of sizes and 
volumes to address these needs.24  
(33) The Notifying  Party submits that markets should not be further segmented by types 
of customers because the majority of the SUT products are sold to bioprocessing 
with only a small part being sold to academia customers.25  
(34) The Notifying Party considers that it is not nec essary to define a separate product 
market for the hardware (tanks and skids) used to hold and control the consumable 
part of SUT bioreactors.26 In this regard, the Notifying Party submits that the 
hardware and consumable parts are initially sold together a s an SUT bioreactors and 
that a given supplier ’s SUT bioreactor generally cannot be used with consumable 
SUT bioreactor bags supplied by another supplier.27 
(A.ii) Commission ’s assessment  
(35) In a previous decision28, the Commission left open whether SUT bioreactors, S UT 
bags, SUT mixers and SUT transfer sets constitute separate product markets or 
whether they belong to a single SUT product market. The Commission did not 
differentiate between different types of bioreactors in that decision. 
(36) A majority of customers who e xpressed an opinion in the market investigation on 
this point submitted that they are not generally able to use SUT rocking bioreactors, 
SUT stirred tank bioreactors and SUT fixed- bed bioreactors interchangeably or are 
only able to do so to a limited extent.29 In this regard, a customer submitted that 
“[e]ach type of SUT bioreactor have its own specification and range of use. [The 
respondent] choose the one that best fits the cultivation constrains imposed by the 
research project objectives. On very seldom o ccasion (once in 6 years), [the 
                                                 
20  Form CO, paragraph 831.  
21  Form CO, paragraph 830.  
22  Form CO, paragraph 833.  
23  Form CO, paragraph 863.  
24 Form CO, paragraphs 811- 814. 
25 Form CO, paragrap h 815.  
26  Form CO, paragraph 876.  
27  Form CO, paragraph 877.  
28  Commission decision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher Scientific/Patheon , 
recitals 21 and 23.  
29 Questionnaire Q1, question E.B.A.1.  
 
9 respondent] has hesitated between stirred tank and rocking bioreactor ”.30 “[Stirred 
tank and rocking bioreactors] are used at different steps in the manufacturing 
process and are not interchangeable ”. 
(37) Some customers referred to the size of the batch and the individual steps of the 
bioprocessing workflow as factors limiting the interchangeability between different 
types of SUT bioreactors. One customer submitted that “ [r]ocking bioreactors are 
used in early steps to grow cells and are limited to a volume of 200 litres. On the 
other hand, stirred- tank bioreactors are used in the production phase; they are more 
advanced in their parameters and technical settings, and may be used with a volume 
of 1 500 -  2 000 litres. While technically both types of bioreactors could be used for 
the same purpose of growing cells, stirred- tanks bioreactors are generally too 
complex for smaller scale where rocking bioreactors can be used” .31 Another 
customer stated that  “[d]ifferent bioreactors as listed above are best fit depending on 
the processes that you are running as well as the size of a batch that you need to do. 
For example, rocking bioreactors will be smaller and not able to handle cultures 
which are higher titer or require greater O2 control and/or consumption” . Another 
customer stated that “[these different types of bioreactors]  have different functions at 
different scales and so in general are not interchangeable ”. Another customer stated 
that these are “ [u]sed for di fferent volume and steps of the process ”. 
(38) Other customers referred to the differences between suspension and adherent cell 
culture. In this regard, one customer stated that “[e]specially fixed -bed and stirred 
tank are not interchang[e]able for suspension c ell cultures ”.32 Another customer 
expressed that “ [e]ach of the type of reactors quoted has a specific purpose in a 
production system, rocking systems are typically used in preculture applications. 
Stirred tank reactors are used in for production cultures, and fixed bed cultures are 
specific in their use with adherent cultures. None of these uses are interchangeable ”. 
(39) Moreover, none of the competitors who expressed an opinion on this point indicated 
that customers are generally able to use these three types of SUT bioreactors 
interchangeably.33  
(40) In addition, a majority of customers who expressed an opinion in the market 
investigation on this point submitted that, for the specific purpose of growing 
adherent cell cultures, they are not generally able to use interchangeably fixed -bed 
bioreactors and rocking/stirred tank bioreactors in combination with microcarriers.34 
In this regard, a customer stated that “[f]or adherent cells, the Company uses 
(i) small culturing vessels or plastic pipes at an initial phase; (ii)  Danaher ’s fixed -
bed bioreactors at an intermediate phase; and (iii)  stirred -tank bioreactors in 
combination with microcarriers when a larger commercial -scale is required ”.35 
(41) The Commission notes, based on the information provided by the Notifying Party, 
that a variety of suppliers offer SUT rocking bioreactors with working volumes 
between 1 -5l and 25- 50l and SUT stirred tank bioreactors with working volumes 
                                                 
30 Questionnaire Q1, question E.B.A.1.  
31  Minutes of a call with a customer of 17 May 2019.  
32 Questionnaire Q1, question E.B.A.1.  
33  Questionnaire Q3, question E.B.A.1.  
34  Questionnaire Q1, question E.B.A.2.  
35  Minutes of a call with a customer of 17 May 2019.  
 
10 between 1 -5l and 2,000l .36 This has been confirmed by a  majority of customers who 
expressed an opinion in the market investigation on this point , which consider  that 
suppliers of SUT bioreactors have a credible offering of differently sized SUT 
bioreactors (from 1 l to 2,000l ) to address different needs.37 The response is however 
mixed within competitors.38  
(42) As to SUT fermenters, over the course of the market investigation, no market 
participant put forward any arguments in relation to a potential substitutability 
between SUT fermenters and SUT bioreactors.   
(43) For the purposes of this decision  and in light of all information available to it, the 
Commission considers that (i ) SUT rocking bioreactors; (ii ) SUT stirred tank 
bioreactors; and (iii ) SUT fixed -bed bioreactors constitute separate product markets , 
given  that these three types of SUT bioreactors are mostly used at different stages of 
the bioprocess workflow and that they generally serve different applications . 
Moreover, the Commission does not consider necessary to further segment these 
product markets ba sed on the size of the SUT bioreactor, since suppliers have a 
credible offering of differently sized bioreactors. The Commission does not consider 
it necessary to define a market for SUT fermenters as those are not relevant for the 
assessment of the Transa ction. 
(B) Geographic market definition  
(B.i) Notifying Party ’s arguments  
(44) The Notifying Party submitted that SUT bioreactors are worldwide and in any event, 
not narrower than EEA -wide in scope, as these products are manufactured at 
centralised sites and shipped via  regional distribution hubs to customers globally.39 
(45) Moreover, the Notifying Party submitted that (i ) transportation costs are low as a 
proportion of total costs, representing around […] % of the sales prices of SUT 
bioreactors; (ii)  there are no regulatory differences within the EEA; (iii)  custom 
duties do not affect transportation globally; and (iv)  pricing is similar across the 
EEA.40 
(B.ii) Commission ’s assessment  
(46) The market investigation confirmed the Notifying Party ’s submission regarding 
geographic market definition. 
(47) In relation to rocking bioreactors, stirred tank bioreactors and fixed- bed bioreactors, 
the large majority of customers and competitors who expressed an opinion on this 
point stated that (i)  they  procure SUT bioreactors at worldwide level; (ii ) after -sale 
services are provided at worldwide level; (iii ) prices are comparable at worldwide 
level; and (iv ) the same suppliers are active at worldwide level.41 
                                                 
36  Form CO, tables 33 and 34.  
37  Questionnaire Q1, question E.B.A.4.  
38  Questionnaire Q3, question E.B.A.4.  
39  Form CO, paragraph 881.  
40  Form CO, paragraph 883.  
41  Questionnaires Q1 and Q3, question E.C.A.1.  
 
11 (48) For the purposes of this decision , it can be left open whether the market for SUT 
rocking bior eactor, SUT stirred tank bioreactor and SUT fixed- bed bioreactors is  
global or EEA -wide in scope. The Transaction does not give rise to serious doubts as 
to their compatibility with the internal market or the functioning of the EEA 
Agreement under any of t hese plausible geographic market definitions. 
4.2.1.2. Competitive assessment  
(A) Horizontal overlaps  
(49) The Transaction leads to a horizontal overlap between the Parties ’ offerings in SUT 
rocking bioreactors and SUT stirred tank bioreactors.  
(50) Danaher also offers its iCE LLis SUT fixed -bed bioreactors, where GE is not 
active.42 Moreover, GE offers SUT  fermenters, while Danaher does not. Given the 
absence of  any horizontal overlap, SUT fixed- bed bioreactors and SUT fermenters 
will not be discussed further for the purpose of this decision. 
(A.i) SUT rocking bioreactors  
Table 1 – SUT rocking bioreactors – market shares in 2018 
 Worldwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher  […] [0-5]% […] [0-5]% 
GE  […] [30-40]% […] [20-30]% 
Combined  […] [30-40]% […] [20-30]% 
Sartorius  […] [40-50]% […] [20-30]% 
Applikon  […] [5-10]% […] [5-10]% 
Thermo Fisher  […] [5-10]% […] [5-10]% 
Eppendorf  […] [0-5]% […] [5-10]% 
Other  […] [5-10]% […] [10-20]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(51) According to the Parties ’ estimates set out in Table 1 above, the combined entity  
would hold a market share of [30- 40]% (GE: [30- 40]%; Danaher: [0 -5]%) in a 
worldwide market for SUT rocking bioreactors . Following the Transaction, Sartorius 
will continue being the market leader with a market share of [40- 50]%. Danaher 
would […] add a modest [0-5]% market share, and it is currently a smaller player in 
SUT rocking bioreactors than Applikon ( [5-10]%), Thermo Fisher ([5 -10]%) or 
Eppendorf  ([0-5]%). Danaher’s small market share is due to it being a recent entrant 
in this market with only a small rocking bioreactor limited to 25L.  
(52) At the EEA -level, and according to the Parties ’ estimates set out in Table 1 above, 
the combined entity would hold a market shar e of [20- 30]% (GE: [20- 30]%; 
Danaher:  [0-5]%) for SUT rocking bioreactors. Following the Transaction, Sartorius 
will continue being the market leader with a market share of [20- 30]%. Danaher 
would only add a modest [0 -5]% market share, and it is currently a smaller player in 
SUT rocking bioreactors than Applikon ( [5-10]%), Thermo Fisher ([5 -10]%) or 
Eppendorf  ([5-10]%). 
                                                 
42  The Parties are only active in SUT (non -conventional) bioreactors.  
 
12 (53) A large majority of customers who expressed an opinion in the market investigation 
on this point submitted that they would have credible alternative suppliers of SUT 
rocking bioreactors post -Transaction.43 In this regard, a customer stated that it 
“considers there to be sufficient competitors and options in this space. Post -
Transaction, [the respondent] is comfortable that it will be able to find sufficient 
credible alternative suppliers of SUT bioreactors to the merged entity ”. This view 
was unanimously backed by all competitors who expressed an opinion in the market 
investigation  on this point .44 
(54) Moreover, the results of the m arket investigation indicated that GE and Danaher 
would not be close competitors in SUT rocking bioreactors. A clear majority of 
customers and competitors who expressed an opinion in the market investigation on 
this point considered that GE is the stronges t player and that Sartorius is the second 
strongest player in this market.45  
(55) In addition, the replies  from the market investigation confirmed the Notifying 
Party’s argument that GE’s and Sartorius’ strong position is due to the fact that they 
respectively acquired Wave Biotech LLC in 2007 and Wave Biotech AG in 2008, 
which resulted from the split of Wave Biotech, the inventor of SUT rocking 
bioreactors, into two companies.46 In this regard, a customer elaborated as to GE’s 
and Sartorius ’ relative position in  a market for SUT rocking bioreactors: “ [t]he 
rocking bioreactor technology was developed by Wave Biotech over 20 years ago 
and subsequently acquired by GE. A European based copy of the same technology 
was purchased by Sartorius. These have been the dominant players in this market 
place ”.47 This is consistent with the replies from competitors , who stated that 
“[s]trongest players were first to market with their SUT bioreactors ” and that 
“Thermo has had a long- standing leadership in classical single -use bioreactors ”.48  
(56) A majority of customers and competitors who expressed an opinion in the market 
investigation on this point does not expect an impact of the Transaction on price, 
quality, product range, innovation or security of supply .49  
(57) In light of the c onsiderations  in paragraphs  (51) to (56) above  as well as all  evidence 
available to it, the Commission concludes that, in the worldwide or EEA -wide 
market for SUT rocking bioreactors, the Transaction will not give rise to serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement due to horizontal non- coordinated effects given in particular (i ) the 
moderate combined share of the Parties; (ii)  the small increment contributed by 
Danaher , which is a recent entrant to this market,  to GE ’s position; (iii)  the fact that 
the parties are not close competitors to one another ; and (iv ) the presence of a strong 
competitor , Sartorius, matching the combined entity ’s market shares.  
                                                 
43  Questio nnaire Q1, question E.D.A.1.  
44  Questionnaire Q3, question E.D.A.1.  
45  Questionnaires Q1 and Q3, question E.D.A.2.  
46  Form CO, paragraph 918.  
47  Questionnaire Q1, question E.D.A.2.1.  
48  Questionnaire Q3, question E.D.A.2.1.  
49  Questionnaires Q1 and Q3, que stion E.D.A.4.  
 
13 (A.ii) SUT stirred tank bioreactors  
Table 2 – SUT stirred tank biorea ctors – markets shares in 2018 
 Worldwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher  […] [0-5]% […] [0-5]% 
GE  […] [20-30]% […] [10-20]% 
Combined  […] [30-40]% […] [10-20]% 
Sartorius  […] [30-40]% […] [30-40]% 
Thermo Fisher  […] [30-40]% […] [30-40]% 
Eppendorf  […] [0-5]% […] [5-10]% 
Merck  […] [0-5]% […] [0-5]% 
ABEC  […] [0-5]% […] [0-5]% 
Other  […] [0-5]% […] [5-10]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(58) According to the Parties ’ estimates set out in Table 2 above, the combined entity 
would hold a market share of [30- 40]% (GE: [20- 30]%; Danaher: [0 -5]%) in a 
worldwide market for SUT stirred tank bior eactors. Following the Transaction, 
Sartorius and Thermo Fisher will remain very similar in size to the combined entity, 
both with market shares of [30- 40]%. 
(59) At the EEA -level, and according to the Parties ’ estimates set out in Table 2 above, 
the combined entity would hold a market share of [10- 20]% (GE: [10- 20]%; 
Danaher: [0-5]%) for SUT stirred tank bioreactors. Following the Transaction, 
Sartorius and Thermo Fisher will c ontinue being the market leaders, both with 
market shares of [30- 40]%.  
(60) A large majority of customers who expressed an opinion in the market investigation 
on this point submitted that they would have credible alternative suppliers of SUT 
stirred tank biore actors post -Transaction.50 This view was unanimously backed by 
all competitors who expressed an opinion in the market investigation  on this point .51 
(61) Moreover, the results of the market investigation indicated that GE and Danaher 
would not be close competitor s in SUT stirred tank bioreactors. Customers who 
expressed an opinion in the market investigation on this point were divided as to 
whether GE or Sartorius are the strongest player in SUT stirred tank bioreactors.52 A 
majority of competitors and a significan t number of customers selected Thermo 
Fisher  as the strongest player in this market .53 Very similar views on this point  were 
expressed in relation to the second strongest player in SUT stirred tank bioreactors, 
with customers divided between GE and Sartoriu s. 
(62) A majority of customers and competitors who expressed an opinion in the market 
investigation on this point does not expect an impact of the Transaction on price, 
quality, product range, innovation or security of supply.54  
                                                 
50  Questionnaire Q1, question E.D.A.1.  
51  Questionnaire Q3, question E.D.A.1.  
52  Questionnaire Q1, question E.D.A.2.  
53  Questionnaire Q1 and Q3, question E.D.A.2.  
54  Questionnaires Q1 and Q3, question E.D.A.5.  
 
14 (63) In light of the considerations in paragraphs  (58) to (62) above as well as all  evidence 
available to it, the Commission concludes that, in the worldwide or EEA -wide 
market for SUT stirred tank bioreactors, the Transaction will not give rise to serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement due to horizontal non- coordinated effects given in particular (i ) the 
moderate combined share of the Parties; (ii)  the small increment contributed by 
Danaher to GE ’s position;  (iii) the fact that the P arties are not close competitors to 
one another; and (i v) the presence of two strong competitors , Sartorius and Thermo 
Fisher,  matching the combined entity ’s market shares.  
(B) Vertical relationships  
(64) The Transaction leads to a vertical link between the  upstream supply  of direct flow 
filtration (“DFF”) consumables (described in detail in section 4.5 ) and the 
downstream supply  of SUT rocking bioreactors and SU T stirred tank bioreactors. 
DFF consumables are generally used in SUT bioreactors , while tangential flow 
filtration (“TFF”) hollow fibre consumables are used in SUT bioreactors for 
perfusion applications .55 
(65) An internal email of Danaher identified […] .56 […] .57  
(66) The Notifying Party explains that “ DFF filters used in bioreactors are always 
chosen by the manufacturer of the bioreactor to ensure that the overall 
specifications of the bioreactor are met ”.58 While the Notifying Party recognises 
that, theoretically, D FF filters from other suppliers could be substituted, this would 
only be possible at the point of manufacture and would be expensive and time 
consuming, without adding any significant value to the customer. Because of this, 
the Notifying Party submits that “no bioreactor supplier offers customers the ability 
to customize the bioreactor bag with their DFF filter of choice because there is no 
customer demand for this ”.59 
(67) Against this background, the Commission investigated whether the Transaction 
would lead to non-coordinated vertical effects in the form of input or customer 
foreclosure.  
(68) As regards a  possible input foreclosure , the Commission assessed whether post -
Transaction, the merged entity  could restrict access to its DFF consumables or TFF 
hollow fibre c onsumables and thereby foreclose its competitors on the market for 
SUT bioreactors.  
(69) In this regard, the Commission firstly notes that as described in s ection 4.5, Pall sells 
DFF consumables and holds a market share of [20- 30]% in the EEA and [30 -40]% at 
the worldwide level. In turn, GE is active only […], with a […]  market share of 
[0-5]% in both the EEA and worldwide level. Moreover, there are a number of 
credible competitors active in DFF consumables (see s ection 4.5.3.1) so that a ny 
attempt by the merged entity to foreclose access to its DFF consumables is likely to 
                                                 
55  RFI 8, question 7, annex DHR  566. 
56  DHR 138.  
57  RFI 5, question 25.  
58  RFI 7, question 25.  
59  RFI 7, question 25.  
 
15 be defeated by its competitors in DFF consumables, such as Merck Millipore or 
Sartorius, who both have a broad portfolio of DFF solutions.60 Therefore, the 
Commission co nsiders that the merged entity would not have a sufficiently strong 
market position in DFF consumables to engage in input foreclosure to the detriment 
of its competitors.  
(70) As regards TFF hollow fibre consumables, the Commission notes that while GE 
holds a s trong position ( see paragraph (264)  below ), […]. Thus, there is no merger -
specific change as regards the future market position of the merged entity c ompared 
to GE’s current market position in TFF hollow fibre consumables. Against this 
background, the Commission considers it unlikely that the merged entity would 
engage in input foreclosure with respect to TFF hollow  fibre consumables as a result 
of the Transaction.   
(71) As regards possible customer foreclosure, the Commission assessed whether the 
merged entity would have the ability to foreclose competing suppliers of DFF or 
TFF hollow  fibre consumables from accessing customers.  
(72) In this context, the Commission firstly notes that bioprocessing filtration 
consumables such as DFF and TFF hollow  fibre consumables are not only sold as an 
input for SUT bioreactors as part of the upstream process, but also on a stand- alone 
basis or toget her with hardware used in the downstream process. Thus, even if the 
merged entity could successfully retro -fit its own consumables into SUT rocking or 
SUT stirred -tank bioreactors, this would not impact on competitors’ sales of DFF 
and TFF hollow  fibre con sumable sales that are unconnected to bioreactors.  
(73) Secondly, the Commission notes that the merged entity’s market share in SUT 
rocking bioreactors would amount to [30-40]% at worldwide level and [20 -30]% at 
EEA level. For SUT stirred tank bioreactors, the  merged entity’s market share would 
amount to [30- 40]% and [10-20]% respectively at worldwide and EEA level. This 
implies that a large part of SUT rocking and stirred tank bioreactors sales would not 
be affected by a possible retro -fitting strategy of the merged entity.  
(74) Thirdly, the Commission considers that any possible customer foreclosure strategy 
by the merged entity would also be limited by customer preference s. Contrary to the 
submission by the Notifying Party, a  majority of customers who express ed an 
opinion in the market investigation on this point consider s that they typically decide 
which DFF consumable is included in the SUT bioreactor, with a minority 
considering that the supplier of SUT bioreactors selects  the DFF consumable to be 
used.61 In thi s regard, a customer stated that “ [t]ypically, the relevant supplier of the 
bioreactor would recommend the DFF consumables that it normally offers (usually 
its own filters) but will always be willing to include a different filter if requested. 
While their own filter is likely the default, suppliers tend to be flexible following a 
request ”.62  
(75) Therefore, the Commission considers that the merged entity would also lack the 
ability to foreclose competing suppliers of DFF and TFF hollow  fibre consumables 
to acces s respective customers.  
                                                 
60  Form CO, paragraph 1325 and table 77.  
61  Questionnaire Q1, question I.9.  
62  Questionnaire Q1, question I.9.  
 
16 (76) In light of the considerations in paragraphs (64) to (75) above as well as all  evidence 
available to it, the Commission concludes that, in the worldwide or EEA -wide 
market for SUT bioreactors  and the worldwide or EEA -wide markets for DFF and 
TFF hollow  fibre consumables , the Transaction will not give rise to serious doubts as 
to its compatibility with the internal market or the functioning  of the EEA 
Agreement due to vertical non- coordinated effects.  
4.2.2. SUT mixers and related IP  
(77) SUT mixers are used to perform process steps such as preparing media and other 
process liquids ,63 as well as virus inactivation .64 SUT mixers make solutions by 
mixing va rious ingredients and cannot be used for adherent or suspension cell 
culture.65 Most mixers consist of a sterile bag assembly containing a magnetically 
driven impeller supported by plastic or stainless -steel hardware.66 
4.2.2.1. Market definition  
(A) Product market definition  
(A.i) Notifying Party ’s arguments  
(78) The Notifying Party submitted that it is not necessary to segment SUT mixers into 
various categories  given that all suppliers offer all types of mixers and can provide a 
solution based on the user requirement specification of the customer .67  
(79) The Notifying Party considers that it is not necessary to define a separate product 
market for the hardware (tanks  and skids) used to hold and control the consumable 
part of SUT mixers.68 In this regard, the Notifying Party submits that the hardware 
and consumable parts are initially sold together as an SUT mixer and that a given 
supplier ’s SUT mixer generally cannot b e used with consumable SUT mixer bags 
supplied by another supplier.69 
(80) The Notifying Party submitted that a further segmentation of the mixer portfolio 
could nevertheless be made based on the functionality that the mixer provides ( that is  
pH or temperature control), and whether the mixers are locally controlled or 
connected to the customer ’s automation systems.70 On this basis, it may  be possible 
to identify the following sub -segments: (i)  mixers with sensors; (ii)  mixers with 
jackets; (iii)  mixers with load c ells; and (iv ) mixers that are controlled locally or 
remotely.71 
                                                 
63  Commission decision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher Scientific/Patheon , 
recital 21.  
64  Form CO, paragraph 766.  
65  Form CO, paragraph 767.  
66  Form CO, paragraph 768.  
67  Form CO, paragraphs 872 and 875.  
68  Form CO, paragraph 876.  
69  Form CO, paragraph 877.  
70  Form CO, paragraph 873.  
71  Form CO, paragraph 874.  
 
17 (A.ii) Commission ’s assessment  
(81) In a previous decision,72 the Commission left open whether SUT bioreactors, SUT 
bags, SUT mixers and SUT transfer sets constitute separate product markets or 
whether the y belong to a single SUT product market. The Commission did not 
differentiate between different types of SUT mixers in that decision . 
(82) The market investigation in th is decision has largely confirmed the Parties ’ 
submissions regarding product market definition. 
(83) A majority of customers and competitors who expressed an opinion in the market 
investigation on this point considered that SUT mixers should not be further 
segmented according to separate categories based, inter alia, on the different 
functiona lity they provide (namely, SUT mixers with sensors, SUT mixers with 
jackets, SUT mixers with load cells and SUT mixers that are controlled locally or 
remotely).73 In this regard, a customer expressed that “ [t]he SU mixing is the main 
functionality and all t he others are technical options that end users will request 
based on the specificities of their processes ”. Another customer stated that it “ often 
require[s] an SUT mixer to have sensors, load cells and jackets and be capable of 
being controlled locally and remotely. [The respondent] does not consider it makes 
sense to split SUT mixers by such categories given the requirement to mix and match 
functionality on a machine ”. Moreover, a competitor expressed that “[a]ll these 
variants […] (as well as gas handling) exist and are used at times and not at other 
times and for various process steps ”. This competitor moreover stated that “ [i]n 
general, […] general mixers seems to be a reasonable split ”. 
(84) Over the course of the pre- notification market investigation, it w as put forward that 
an additional distinction could be made between top- mounted and bottom -mounted 
impeller mixers  
(85) A majority of  those customers who expressed an opinion in the market investigation 
on this point considered that they were generally able to  use top- mounted SUT 
impeller mixers for the same applications as for which bottom- mounted impeller 
mixers are used.74 In this regard, a customer expressed that “ [t]he only difference 
between both options is purely operational and [that the] decision would be based 
on the clean room infrastructure where the SU mixing systems would be installed”. 
Another customer expressed that, “ [i]n practice, [it has] used both top- mounted SUT 
impellers mi[x]ers and bottom -mounted impeller mixers for the same applications i n 
the past. Ultimately, both function as mixers but with differing entry points. [The 
respondent] does not consider there to be a substantive difference between the two” . 
Another customer said that, “ when designing a manufacturing process [they] would 
be able to select either a top - or bottom -mounted impeller mixer regardless of the 
product ”. 
(86) Moreover , a majority of competitors who expressed an opinion in the market 
investigation on this point considered  that customers are generally able to use top -
mounted impellers for the same applications as for which bottom -mounted impeller 
                                                 
72  Commission decision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher Scientific/Patheon , 
recitals 21 and 23.  
73  Questionnaires Q1 and Q3, question E.B.B.2.  
74  Questionnaire Q1, question E.B.B.1.  
 
18 mixers are used.75 In this regard, a competitor expressed that both types of impeller 
mixers are targeted towards “ the same custom ers and the same applications. Top-
mounted impellers have certain advantages, bottom -mounted have other advantages. 
It depends on the priorities of the customer regarding flexibility, openness, cleaning 
and other factors ”.  
(87) For the purposes of this decisio n, in the light of all evidence available to it, the 
Commission considers that there is a single relevant market including all types of 
SUT mixers.  
(B) Geographic market definition  
(B.i) Notifying Party ’s arguments  
(88) The Notifying Party submitted that SUT mixers are  worldwide and in any event, not 
narrower than EEA -wide in scope, as these products are manufactured at centralised 
sites and shipped via regional distribution hubs to customers globally.76 
(89) Moreover, the Notifying Party submitted that (i ) transportation cos ts are low as a 
proportion of total costs, representing around […] % of the sales prices of SUT 
mixers; (ii)  there are no regulatory differences within the EEA; (iii ) custom duties do 
not affect transportation globally; and (iv)  pricing is similar across th e EEA.77 
(B.ii) Commission ’s assessment  
(90) The market investigation confirmed the Notifying Party ’s claims regarding 
geographic market definition. 
(91) The large majority of customers and competitors who expressed an opinion on this 
point stated that (i ) they  procure SUT mixers at worldwide level; (ii ) after -sale 
services are provided at worldwide level; (iii ) prices are comparable at worldwide 
level; and (iv ) the same suppliers are active at worldwide level.78 
(92) For the purposes of this decision , it can be left open whether the market for SUT 
mixers is global or EEA -wide in scope. The Transaction does not give rise to serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any of these plausible geographic market definitio ns. 
4.2.2.2. Competitive assessment  
(A) Horizontal overlaps  
(93) In SUT mixers, the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement for 
the following reasons.  
                                                 
75  Questionnaire Q3, question E.B.B.1.  
76  Form CO, paragraph 881.  
77  Form CO, paragraph 883.  
78  Questionnaires Q1 and Q3, question E.C.B.1.  
 
19 Table 3 – SUT mixers –  market shares in 2018  
 Worldwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher  […] [20-30]% […] [20-30]% 
GE  […] [10-20]% […] [0-5]% 
Combined  […] [30-40]% […] [20-30]% 
Thermo Fisher  […] [20-30]% […] [10-20]% 
Sartorius  […] [20-30]% […] [40-50]% 
Merck  […] [10-20]% […] [10-20]% 
Saint -Gobain  […] [0-5]% […] [0-5]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(94) The combined entity will have mode rate market shares at both the worldwide and the 
EEA -levels. As Table 3 shows, the Transaction will combine the current […]  and 
[…] players in the worldwide  market for SUT mixers and will position the combined 
entity as the […]  player in the market with a market share of [30- 40]%. The 
combined entity will be closely followed by Thermo Fisher and Sartorius, which are 
roughly similar in size ( [20-30]% and [20-30]% respectively). At the EEA -level, 
Sartorius will continue being the largest player in the market, with a market share 
of [40- 50]%. 
(95) A majority of customers and all competitors who expressed an opinion in the market 
investigation on this point considered there will be credible alternative suppliers of 
SUT mixers post -Transaction.79 
(96) A majority of customers and competitors who expressed an opinion in the market 
investigation on this point considered Sartorius as the closest competitor to Danaher 
in SUT m ixers.80 
(97) Moreover, a majority of customers and competitors who expressed an opinion on 
this point did not expect the Transaction to have a negative impact on price, quality, 
product range, innovation or security of supply.81 
(98) In light of the considerations in paragraphs (94) to (97) above as well as all evidence 
available to it, the Commission concludes that, in the worldwide or EEA -wide 
market for SUT mixers, the Transaction will not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement due 
to horizontal non- coordinated effects.  
(B) Vertical relationships  
(99) There is a vertical link between Danaher ’s upstream licensing of intellectual property 
rights […]  and the downstream supply of SUT mixers by its competitors. 
(100)  Danaher [Danaher ’s intellectual property rights ].82  
(101)  Currently, [ Danaher’s intellectual property rights and license agreements ].83  
                                                 
79  Questionnaires Q1 and Q3, question E.D.B.1.  
80  Questionnaires Q1 and Q3, ques tion E.D.B.2. 
81  Questionnaires Q1 and Q3, question E.D.B.4.  
82  Form CO, paragraphs 938 and 939.  
 
20 (102)  Moreover, [Danaher ’s distribution agreements] .84 
(103)  Against this background, the Commission investigated whether the Transaction 
would lead to non- coordinated ver tical effects in the form of input foreclosure. 
Specifically, the Commission assessed whether post -Transaction, Danaher could 
restrict access to its intellectual property rights […]  and thereby foreclose its 
competitors on the market for SUT mixers.  
(104)  In ass essing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, the 
ability to substantially foreclose access to inputs, second, whether it would have the 
incentive to do so, and third, whether a foreclosure strategy would have a significant 
detrimental effect on competition downstream. In practice, these factors are often 
examined together since they are closely intertwined.85 
(B.i) Ability to foreclose  
(105)  In light of the fact that Danaher ’s intellectual property rights […]  are used by many 
manufacturers of SUT mixers, the Commission has firstly assessed whether Danaher 
would have the ability to restrict access to those rights.  
(106)  In this context, the Commission notes that [Danaher ’s intellectual property rights] .86 
According to the Notifying Party, [Danaher ’s license agreements] .87 
(107)  During the market investigation , all the companies currently licensing these 
intellectual property rights from Danaher  have confirmed that the ter m of their 
licen ce agreements matches the duration of Danaher ’s patent protection.88 
(108)  Moreover, the Commission notes that none of the concerned producers of SUT 
mixers  considered that the Transaction or  [Danaher ’s intellectual property rights]  
will have  an implication  on the ir production of mixers for which they  licen ce IP 
rights […] .89  
(109)  As the existing licensing agreements cover a sufficient number of operators in the 
market, the Commission finds that Danaher would not have the ability to restrict 
access to i ts intellectual property rights […]  post -Transaction.  
(B.ii) Incentive to foreclose  
(110)  As regards a potential incentive for the merged entity to engage in input foreclosure , 
the Notifying Party submits that [Danaher ’s intellectual property rights  and license 
agreements ].90 
                                                                                                                                                      
83  Form CO, paragraph 939.  
84  Form CO, paragraph 939.  
85  Commission Guidelines on the assessment of non- horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings, OJ C 265, 18.10.2008, p. 6, paragraph 32.  
86  Form CO, paragraph 942.  
87  Form CO, paragraph s 941 and 946.  
88  Questionnaire Q3, question E.D.B.6.  
89  Questionnaire Q3, questions E.D.B.7 and E.D.B.8.  
90  Form CO, paragraph 946.  
 
21 (111)  The Commission notes that  no competitor currently sourcing components from 
Danaher to be used in SUT mixers considers it likely that Danaher will restrict 
access to them post -Transaction.91 In this regard, a licensee stated  that “Danaher is 
already supplying […]  to competitors, the transaction will not change that 
competitive landscape, or their incentive to restrict access […] ”.92 
(112)  In light of this  and of the fact that Danaher is bound by the terms of existing licen ces 
for the life of the licen ced patents , the Commission finds that Danaher would not 
have the incentive to restrict access to its intellectual property rights […] post-
Transaction . In particular, the Transaction will not change the trade -off that Danaher 
already faces pre-Transaction between the profit that it could lose in the upstream 
market by engaging in an input foreclosure strategy and the potential profit gain 
from expanding its sales of SUT mixers downstream. 
(B.iii)  Impact  
(113)  Given the absence of the ability or the incentive to foreclose other manufacturers of 
SUT mixers, the Commission considers that the Transaction will not lead to 
increased prices in the downstream market thereby significantly impeding effective 
competition. In particular, the Commission has seen no evidence that a potential 
anticompetitive foreclosure would increase the cost of downstream competitors in 
the sale of SUT mixers nor raise the barriers to entry to potential competitors.  
Moreover, any potential input foreclosure would only affect part of a single market 
comprising all SUT mixers, as has been defined in paragraph (87) above , [Danaher’s 
intellectual property rights] . 
(114)  Moreover, the Com mission notes that, with the exception of one, all competitors in 
the downstream market also sell mixers that are not affected by Danaher ’s 
intellectual property rights  and would thus be in a position to offer SUT mixers even 
in the event of restricted acc ess to Danaher’s intellectual property rights .93 
(B.iv)  Conclusion on vertical relationships  
(115)  In light of the considerations in paragraphs (99)  to (114)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide or EEA -
wide market for SUT mixers, the Transaction will not give rise to serious doubts as 
to its  compatibility with the internal market or the functioning of the EEA 
Agreement due to vertical non- coordinated effects . 
4.2.3. SUT connectors  
(116)  SUT connectors  provide reliable sterile connections between separate fluid 
pathways. They are used throughout single -use bioprocessing. Sterile connectors 
have largely displaced traditional tube welding as they provide faster and easier 
solutions to ensure a permanent connection.  
(117)  In upstream  single -use bioprocessing, sterile connectors may be incorporated in SUT 
bioreacto rs to enable fluid transfer in or out, pH probe insertion, or sampling. They 
can also be incorporated in mixer bags to enable fluid transfer in or out of the mixer 
                                                 
91  Questionnaire Q3, question E.D.B.9.1.  
92  Questionnaire Q3, question E.D.B.9.1.  
93  Form CO, paragraph 939.  
 
22 bag, or for pH/temperature probe insertion during media preparation. Sterile 
connectors are also key components of transfer sets, which enable the sterile transfer 
of fluid between unit operations. They can also be a component of an SUT bag, or 
part of a single -use filtration manifold.  
(118)  In downstream single -use bioprocessing , sterile connectors ar e used extensively in 
transfer sets to enable the sterile transfer of fluid from one bioprocessing unit 
operation to another. They can also be a component of an SUT bag or incorporated 
in a mixer, or for pH/temperature probe insertion during buffer prepara tion. Sterile 
connectors can also be a component of single -use filtration manifolds or single -use 
chromatography  systems to enable the connection and transfer of fluid from one 
source through the inline device to another component such as an SUT bag.  
(119)  It is not possible to use one supplier ’s connector on one end with another supplier ’s 
connector on the other end. However, it is possible and common to integrate one 
supplier ’s connectors in another supplier ’s single use system according to the 
specifications o f the customer.  
4.2.3.1. Market definition  
(A) Product market definition  
(A.i) Notifying Party ’s arguments  
(120)  The Notifying Party submits that gendered and genderless connectors94 compete on 
the same market, as they both offer the same applications and functionalities and are 
similar in price.95 
(121)  The Notifying Party submits that aseptic connectors may compete with sterile 
connectors96 in applications where sterile connections are not essential, but they 
generally do not compete where sterile connections are important, such as in the last 
steps of the downstream bioprocessing workflow, such as in filtration.97 The 
Notifying Party submits that sterile and aseptic connectors do not compete  with 
quick connectors98 as they are intended for different applications. Quick connectors 
do not allow customers to maintain the cleanliness offered by sterile and aseptic 
connectors.99 
                                                 
94  SUT connectors may be gendered or genderless. Gendered connectors are provided as two different 
components (a male and a female component), which form a sterile connection when fitted together. In 
genderless connectors, a single component design fits together to form the sterile connection.  
95  Form CO, paragraph 877.  
96  Aseptic connectors provide aseptic connections for non -aseptic  environments. Sterile connectors 
constitute a niche market within aseptic connectors, as they are certified for sterile connections and have 
undergone additional validation that aseptic connections do not have.  
97  Form CO, paragraph 878.  
98  Quick connect ors allow for the connection and disconnection of fluid paths. As opposed to aseptic and 
sterile connectors, quick connectors do not allow customers to maintain the same cleanliness in their 
connections.  
99  Form CO, paragraph 879.  
 
23 (122)  The Notifying Party provided market shares on the basis of a relevant product 
market comprising sterile and aseptic connectors ( that is to say  excluding quick 
connectors ).100 
(A.ii) Commission ’s assessment  
(123)  In a previous decision101, the Commission left open whether SUT bioreactors, SUT 
bags, SUT mixers and SUT transfer sets constitute s eparate product markets or 
whether they belong to a single SUT product market. The Commission did 
differentiate between different types of SUT connectors  in that decision. 
(124)  In th is decision, a  wide majority of customers who expressed an opinion in the 
market investigation on this point indicated that they can replace sterile genderless 
and sterile gendered SUT connectors as regards price, use applications, technical 
characteristics  and efficiency.102 In this regard, a customer stated that “[e]ven though 
users usually prefer genderless connectors (they allow easier designs and better 
materials management), these should always be interchangeable with gendered 
ones, provided they are also validated by the drug manufacturer ”. Another customer 
submitted that in its experience, “it is possible to replace a sterile genderless 
connector with a sterile gendered connector. The two connectors simply differ in 
their approach to connecting (genderless connectors involves identical connectors 
and gendered connectors require a female and male component) but otherwise, 
either can be utilised. Genderless is where the consoles are both identical at the 
end”.  
(125)  Moreover, competitors who expressed an opinion in the market investigation on this 
point have largely supported this view i n relation to price, technical characteristics 
and efficiency.103 Responses where however mixed in relation to use applications. In 
this regard, a competitor pointed to certain limitations: “ [the respondent] typically 
chooses between gendered connectors base d on application. Genderless connectors 
are used for more generic, mass quantity production while gendered connectors are 
used for more customised production. Choice usually lies solely on what makes 
sense for the given design ”.  
(126)  Competitors who expressed an opinion on this point in response  to a request for 
information submitted that their customers may only replace a sterile connector by 
an aseptic connector in rare occasions. Some competitors stated that customers may 
move from connectors that are non- certified for sterile connections ( that is  aseptic) 
to those which are certified for this purpose, but not the other way around.104 
(127)  For the purposes of this decision , the Commission considers that the market for SUT 
connectors comprise both gendered and genderless connectors , as they generally 
serve the same applications in the bioprocess workflow . Given that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or 
the functioning of the EEA Agreement in the  market for SUT connectors, it can be 
                                                 
100  Form CO, paragraph 880.  
101  Commission decision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher Scientific/Patheon , 
recitals 21 and 23.  
102  Questionnaire Q1, question E.B.C.1.  
103  Questionnaire Q3, question E.B.C.1.  
104  RFI 16, question 2.  
 
24 left open for the purposes of this decision  whether SUT aseptic connectors and SUT 
sterile connectors belong to the same product market. 
(B) Geographic market definition  
(B.i) Notifying Party ’s arguments  
(128)  The Notifying Party submitted that SUT connectors are worldwide and in any event, 
not narrower than EEA -wide in scope, as these products are manufactured at 
centralised sites and shipped via regional distribution hubs to customers globally.105 
(129)  Moreover, the Notifying Party subm itted that (i ) transportation costs are low as a 
proportion of total costs, representing around […] % of the sales prices of SUT 
connectors; (ii ) there are no regulatory differences within the EEA; (iii)  custom 
duties do not affect transportation globally; and (iv ) pricing is similar across the 
EEA.106 
(B.ii) Commission ’s assessment  
(130)  The large majority of customers and competitors who expressed an opinion on this 
point stated that (i)  they  procure SUT connectors at worldwide level; (ii ) after -sale 
services are provided at worldwide level; (iii)  prices are comparable at worldwide 
level; and (iv ) the same suppliers are active at worldwide level.107 
(131)  For the purposes of this decision , it can be left open whether the market for SUT 
connectors is global or EEA -wide in scope. The Transaction does not give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement under any of these plausible geographic market definitions.  
4.2.3.2. Competitive assessment  
(132)  The Transaction leads to a horizontal overlap between the Parties ’ offerings in SUT 
connectors. Danaher offers sterile SUT connectors  (both gendered and genderless), 
through different generations of its Kleenpak connectors . GE only offers genderless 
aseptic SUT connectors , namely its ReadyMate connectors . Should SUT aseptic 
connectors and SUT sterile connectors be considered to belong to separate product 
markets, the Transaction would not lead t o a horizontal overlap. For this reason, the 
assessment carried out in this section will be based on a market for overall SUT 
connectors.  
                                                 
105  Form CO, paragraph 881.  
106  Form CO, paragraph 883.  
107  Questionnaires Q1 and Q3, question E.C.C.1.  
 
25 (A) Market shares  and market reconstruction  
Table 4 – SUT connectors – market shares in 2018 
 Worl dwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher  […] [20-30]% […] [20-30]% 
GE  […] [5-10]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Merck  […] [20-30]% […] [30-40]% 
Sartorius  […] [20-30]% […] [20-30]% 
Colder  […] [10-20]% […] [10-20]% 
Saint -Gobain  […] [0-5]% […] [5-10]% 
Refine Technology  […] [0-5]% […] [0-5]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(133)  According to the Parties ’ estimates  set out in Table 4 above , the combined entity 
would hold a market share of [20- 30]% in a worldwide market for SUT connectors. 
At the EEA -level, the combined entity ’s market shares would be of [20-30]%. 
According  to these estimates, Merck would remain the market leader at both the 
worldwide and EEA levels  (with market shares of [20- 30]% and [30- 40]% 
respectively ), closely followed by Sartorius . 
(134)  During the market investigation, a number of elements suggest ed that the Parties ’ 
would hold higher combined market share s in a market  for SUT connectors:   
(a) First,  ordinary course of business documents of Danaher suggest that the 
combined entity would hold a combined market share of [50- 60]% in a 
worldwide market for SUT connectors in 2015, with GE bringing an 
increment of  [10- 20]%.108 The Notifying Party has explained that the 
estimates provided in the Form CO are more sophisticated than in this 
internal document, given that the Form CO is based on customer replies  and 
relies on GE ’s actual data.109 
(b) Second, a number of competitors who expressed an opinion in the market 
investigation on this point provided estimate s of the combined entity ’s 
market shares in SUT connectors, which ranged between [40-50]% and 
[60-70]% at the w orldwide level, with an increment from GE ranging 
between [ 10-20]% and  [20- 30]%.110 
(135)  In view of this discrepancy, t he Commission carried out a market reconstruction 
based on actual sales figures of competitors in order to verify the position of the 
combined e ntity in a market encompassing all SUT connectors  at the worldwide and 
EEA levels .111 The market reconstruction showed that the competitors ’ actual sales 
                                                 
108  Form CO, annex DHR 148 “Baseball ABC 20181007”, slide 13.  
109  Form CO, paragraph 956.  
110  Questionnaire Q3, question E.D.C.1.  
111  The Commission requested the Notifying Party’s competitor s in SUT connectors to provide (i)  their total 
worldwide sales (in thousand USD) of overall SUT connectors in 2018; (ii)  their total worldwide sales (in 
thousand USD) of sterile -only connectors in 2018; and (iii)  an explanation as to whether the figures 
provided were representative of the competitor’s total worldwide sales of SUT connectors in 2016 
and 2018. For the purpose of this request, the Commission followed a methodology consistent with the 
Parties’ approach. In particular, the Commission identified “overall SUT connectors” as comprising 
(i) both sterile and aseptic SUT connectors; (ii)  both genderless and gendered SUT connectors; and 
 
 
26 data was in fact much lower than what had been provided in the Form CO. 
According to the results of the market reconstruction , the combined entity would 
hold a market share of [30- 40%] .  
(B) Limited p otential entry  of new suppliers  
(136)  A significant majority of customers who expressed an opinion in the market 
investigation on this point did not expect additional companies to start supplying 
SUT connectors in the next two to three years.112 A number of these customers 
pointed towards the existence of high barriers to entry, as newcomers are required to 
meet the quality and business requirements of mature pharma ceutic al companies. In 
particular, one customer indicated that “[c]osts and scale of suppliers must be such 
that new companies coming to the market may not be easy to come by ”.113 The view 
of competitors in this regard was mixed, with some competitors referring to  this 
market  as being “already occupied by clear market leaders, high technical and 
quality barriers to entry ” and that, as such, “[a]ny new entrant would only be able to 
capture a very small market share ”.114 
(C) Credible alternatives  suppliers  
(137)  A majority of cu stomers and competitors who expressed an opinion in the market 
investigation on this point considered that, post -Transaction, there will be sufficient 
credible alternative suppliers of SUT connectors for new production processes prior 
to obtain regulatory approval of a biopharmaceutical.115  
(D) Competitors ’ expansion of capacity  
(138)  Several  competitors that responded to a Commission’ s request for information 
indicated that they currently have spare capacity for SUT connectors .116 Moreover, 
some of these competitors submitted that they would be able to increase their output 
of SUT connectors without incurring into additional high costs117 and that they have 
also plans for expanding their total capacity for SUT connectors in the coming 
year.118  
(139)  Moreover, one of these comp etitors indicated that a “ significant increase in the price 
of the SUT competitor connectors ” or “SUT competitor connector supply or quality 
issues”  would trigger an expansion in capacity .119 An additional number of 
competitors referred in general to an incr ease in the demand for SUT connectors as a 
triggering factor for an expansion in total capacity.120 
                                                                                                                                                      
(iii) exclusively stand -alone sales (that is excluding aseptic SUT connectors integrated into hardware, such 
as bioreactor or mixer systems).  
112  Questionnaire Q1, question E.D.C.4.  
113  Questionnaire Q1, question E.D.C.4.  
114  Questionnaire Q3, question E.D.C.4.  
115  Questionnaires Q1 and Q3, question E.D.C.2.  
116  RFI 16, question 1.a.  
117  RFI 16, question 1.b.  
118  RFI 16, question 1.c.  
119  RFI 16, question 1.e (non- confidential quotes).  
120  RFI 16, question 1.e.  
 
27 (E) Closeness of competition 
(140)  The Notifying Party submitted that, w hile GE markets its SUT connectors as aseptic, 
Danaher offers only sterile certified SUT connect ors. According to the Notifying 
Party , the difference in quality derived from the SUT connectors being aseptic or 
sterile is reflected in the sharp differences in the price of the Parties ’ SUT 
connectors .121 
(141)  The views of competitors who expressed an opinion on this point in response  to a 
Commission request for information support this argument. The respondents 
submitted that their customers are only able to replace a sterile connector by an 
aseptic connector in rare occasions: some customers may move from aseptic SUT 
connectors to certified sterile SUT connectors, but not the other way around.122  
(142)  Moreover, the Notifying Party submitted that […] .123 
Figure 1 – Overview of the main suppliers ’ offering of SUT connectors (2000- 2025)  
[…] 
Sourc e: Form CO, Annex DHR 580  
(143)  In this regard, the Commission notes (as illustrated in Figure 1 above ) that GE ’s 
SUT connectors (ReadyMate) have been present in the market since before 2010. In 
turn, […]. Figure 1 above shows that the main competitors to the combined entity 
have recently introduced new models.  
(144)  This appears consistent with the […] .124  
(F) Conclusion 
(145)  While the Commission notes the discrepancy in market shares and also  the responses 
of customers and competitors regarding the limited scope for potential entry of new 
suppliers  in SUT connectors , further elements lead to the conclusion that the 
Transaction will not give rise to serious doubts , name ly (i) the existence of credible 
alternative suppliers in the market; (ii)  the fact that competitors currently have spare 
capacity and are able to increase output without incurring into additional high costs; 
and (iii ) the fact that the Parties ’ are not cl ose competitors to one another.  
(146)  In light of the considerations in paragraphs  (132)  to (145)  above as well as all 
evidence available to it , the Commission concludes that, in the worldwide or EEA -
wide market for SUT connectors, the Transaction will not give rise to serious doubts 
as to  its compatibility with the internal market or the functioning of the EEA 
Agreement due to horizontal non- coordinated effects . 
                                                 
121  Form CO, paragraphs 962 and 963 and Notifying Party’s letter of 20 November 2019. According to the 
figures provided by the Notifying Party, […] . 
122  RFI 16, question 2.  
123  Notifying Party’s letter of 20 November 2019.  
124  Danaher’s bidding data (M.9331 –  Danaher GE Biopharma –  SUT Co nnectors Win Loss Analysis, 
Doc ID277).  
 
28 4.3. Cell culture media and sera  
(147)  Cell culture bioprocessing typically requires growing different types of cells. 
Nutrients are provided to cultivated cells in the form of media, sera and other 
reagents such as growth factors and hormones, which are consumables used in cell 
culture. Cell culture media are water -based liquids, while sera are liquid blood- based 
animal products.  
(148)  The P arties ’ activities overlap in all three areas, namely cell culture media, cell 
culture sera and other process liquids but the Transaction gives rise to affected 
markets only in cell culture sera.  
4.3.1. Product market definition  
4.3.1.1. Commission ’s precedents  
(149)  The Commi ssion has examined cell culture sera in the past and, while the precise 
market definition was left opened, it considered that the market for cell culture sera 
could be segmented based on the customer groups, the type of animal the blood 
originates from, and the geographic origin of the blood provided.125 
4.3.1.2. Notifying Party ’s views  
(150)  In line with Commission ’s precedents ,126 the Notifying Party considers cell culture 
sera as a separate market within the overall cell culture segment. The Notifying Party 
further submits  that cell culture sera could likely be segmented based on customer 
type, type of animal the blood originates from, and geographic origin of the blood 
provided. However, the precise product market definition was left open, since there 
would not be any competitive concerns under any such market definition.  
4.3.1.3. Commission ’s assessment  
(151)  The majority of customers and competitors who expressed an opinion on this point 
considered that the Commission’ s past definitions for the relevant market in cell 
culture sera are still pertinent.127  
(152)  Therefore, for the purpose of this case, it can be left open whether there are relevant 
markets based on the different segmentations like the customer type, the type of 
animal that the blood originates from, or the geographic origin of t he blood 
provided, as the transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any of these plausible product market definitions128. Considering the overlaps 
                                                 
125  Commission decision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher Scientific/Pathe on, 
recitals 12 -16; Commission decision of 26 November 2013 in Case No COMP/M.6944 –  Thermo Fisher 
Scientific/Life Technologies , recital 51; Commission decision of 15 June 2015 in Case No COMP/M.7435 
– Merck/Sigma -Aldrich , recitals 48 -51. 
126  Commission dec ision of 23 August 2017 in Case No COMP/M.8541 –  Thermo Fisher Scientific/Patheon, 
recitals 12 -16; Commission decision of 26 November 2013 in Case No COMP/M.6944 –  Thermo Fisher 
Scientific/Life Technologies , recital 51; Commission decision of 15 June 2015 in Case No COMP/M.7435 
– Merck/Sigma -Aldrich , recitals 48 -51. 
127  Questionnaire Q1, question C.B.1 and questionnaire Q3, question C.B.1.  
128  There are separate product markets for (i)  overall cell culture sera; (ii)  bioproduction customers and 
research customers; (iii)  types of sera from different animals (FBS, calf, bovine, etc.); and (iv)  geographic 
origins.  
 
29 in the Pa rties’ activities, f or the purpose of this decision , the Commission will carry 
out its competitive assessment only with regard to  (i) overall cell culture sera ; and 
(ii) Ultroser G serum substitute product markets.  
4.3.2. Geographic market definition  
4.3.2.1. Commission ’s precedents  
(153)  In previous decisions, the Commission considered the geographic market for cell 
culture sera to be worldwide or at least EEA -wide in scope.129 
4.3.2.2. Notifying Party ’s views  
(154)  In line with past Commission previous definitions, the Notifying Party conside rs the 
geographic market for cell culture sera to be worldwide or at least EEA -wide in 
scope.  
4.3.2.3. Commission ’s assessment  
(155)  The majority of customers and competitors who expressed an opinion on this point 
tend to confirm the cell culture sera market to be worldw ide. This is mainly due to 
comparable prices at a worldwide level, the fact that the same suppliers of sera are 
active at a worldwide level and that customers procure sera at a worldwide level.130  
(156)  In any event, for the purpose of this decision, the Commissi on considers that the 
precise geographic market definition can be left open , as this would not change the 
outcome of the competitive assessment.  
4.3.3. Competitive assessment  
(157)  Danaher sources various media from Fujifilm and Stemcell Technologies and resells 
it fo r research stages of cell culture, under the under the MolDev brand. Also, 
Danaher offers a serum substitute (Ultroser G serum substitute) that can replace fetal 
calf serum (FCS) for small -scale experiments and diagnostic applications and 
reagents, buffers  and solutions that are not used in cell culture. The serum is not 
suited for bioproduction, human, or animal use.  
(158)  GE Biopharma, under the HyClone product line, offers various cell culture 
consumables, for example media ,131 sera, and other supplements, buff ers and process 
liquids. GE Biopharma cell culture media and sera are predominantly used in the 
manufacturing stage of cell culture and, thus, supplied in high volumes.  
(159)  The Parties ’ activities overlap in the overall sera market and in the possible market 
for Ultroser G serum substitute and fetal calf serum. The Transaction would lead to 
affected markets in the possible markets for overall cell culture sera and Ultroser G 
serum substitute at a worldwide level. However, in none of the possible affected 
                                                 
129  Commission decision of 26 November 2013 in Case No COMP/M.6944 –  Thermo Fisher Scientific/Life 
Technologies , recitals 52 -54. 
130 Questionnaire Q1 , question C.C.1 and questionnaire Q3, question C.C.1.  
131  Cell culture media and other supplements, buffers and process liquids will not be further assessed in this 
chapter as the proposed transaction does not lead to affected markets, under any possible m arket 
definition.  
 
30 markets, the Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement for the following reasons.  
(160)  First, according to the Parties ’ estimates, in all affected markets, the combined 
market shares are […]  ([20-30]%), with a […] increment from Danaher which is 
[0-5]%. The […]  increment would not lead to a substantial change of the competitive 
structure of the market in any of the possibl e affected markets.  
(161)  Second, the combined entity will face several well -established suppliers post -
Transaction, such as Thermo Fisher, Merck Mi llipore, Corning and other smaller 
ones. 
(162)  Third, the majority of customers and competitors who expressed an opinion in the 
market investigation on this point did not expect that the Transaction would have a 
negative impact in relation to cell culture sera regarding any of the following 
parameters: price, quality, innovation, security of supply and product range.132 
(163)  In light of the considerations in paragraphs (157)  to (162)  above  as well as all 
evidence available to it , the Commission considers that, in the worldwide or EEA -
wide  market for cell culture sera and Ultroser G serum substitute, the Transaction 
will not give rise to serious doubts as to its compatibility with the internal market or 
the functioning of the EEA Agreement due to horizontal non- coordinated effects 
under any plausible market definition. 
4.4. Microcarriers  
(164)  Microcarriers are consumables used in cell culture bioprocessing. They provide a 
surface for the anchorage of adherent cells to attach and grow in cell culture vessels 
and bioreactors for adherent cell culture.  
(165)  Microcarriers consist of two parts: the core or matrix and the surface.  
(166)  The core or  matrix of microcarriers can be of different porosity. Accordingly, 
microcarriers can be described as either microporous with pore sizes up to 
around 20 µ m or as macroporous with pore diameters from around 20 µm up to 
around 400 µ m. In a microporous struct ure, cells cannot enter the pores and thus 
grow in monolayers on the surface of the microcarrier. In a macroporous structure, 
cells can access the pores and grow inside the microcarrier in multilayers. As a 
general matter, microporous microcarriers may be used when the cell itself is the 
target product (for instance, in the manufacturing of stem cells), whereas 
macroporous microcarriers are mainly used when the cell secretes the target product 
(for instance, in the manufacturing of certain protein or viruse s for vaccine 
manufacturing).  
(167)  The core material of microcarriers can be for example plastic (polystyrene), cotton 
(cellulose), protein ( for example gelatin), or sugar (polysaccharide). The surface of 
microcarriers can be untreated or coated with proteins ( collagen, recombinant 
proteins or synthetic peptides). The coating material is either animal- free or contains 
animal product ( for example porcine collagen). Moreover, microcarriers can bear a 
positive charge (cationic) or different chemistries.  
                                                 
132  Questionnaire Q1, question C.D.1 and questionnaire Q3, question C.D.1.  
 
31 4.4.1. Market defi nition  
(168)  There are no precedents of the Commission concerning the product or geographic 
market definition in microcarriers.  
4.4.1.1. Product market definition  
(A) Notifying Party ’s arguments  
(169)  The Notifying Party submits that microcarriers constitute a single overall product 
market.133 Within this overall product market, the Notifying Party  consider s that 
microcarriers can be differentiated between microporous and macroporous 
structures.134 
(170)  Moreover, the Notifying Party considers that a distinction may be drawn between 
microc arriers using animal -free components and microcarriers with animal -based 
components.135 Whereas some microcarrier customers are sensitive to the risk 
associated with animal component consumables, animal -free consumables do not 
raise the same concerns.  
(171)  Finall y, the Notifying Party submits that industry reports may categoris e 
microcarriers based on surface coating or surface modification, distinguishing 
untreated microcarriers, cationic microcarriers, collagen -coated microcarriers and 
protein- coated microcarriers (other than collagen). The Notifying Party submits that 
these attributes are not mutually exclusive and that they do not provide a meaningful 
basis for separate relevant product market definitions. 
(B) Commission ’s assessment  
(172)  A wide majority of customers wh o expressed an opinion in the market investigation 
on this point submitted that they cannot or they can only to a limited extent use 
microporous and macroporous microcarriers for the same applications.136 Likewise, 
no competitor has indicated during the market investigation that its  customers are 
able to use both types of microcarriers for the same applications.137 
(173)  A wide majority of customers who expressed an opinion in the market investigation 
on this point were not able, or only able to a limited extent, to use animal -free and 
animal -based microcarriers for the same applications.138 In this regard, a customer 
indicated that “[a]nimal component -free microcarriers are generally regarded as 
preferable in the pharmaceutical manufacturing setting and we would never replace 
animal -free with animal -based microcarriers ” (non- confidential) . A large majority 
of competitors who expressed an opinion on this point took the same view.139 
(174)  A slight majority of customers who expressed an opinion on this point and a wide 
majority o f competitors who expressed an opinion on this point considered that it is 
                                                 
133  Form CO, paragraph 487.  
134  Form CO, paragraph 489.  
135  Form CO, paragraph 491.  
136  Questionnaire Q1, question D.B.1.  
137  Questionnaire Q3, question D.B.1.  
138  Questionnaire Q1, question D.B.2.  
139  Questionnaire Q3, question D.B.2.  
 
32 not possible to substitute between cationic microcarriers and collagen -coated 
microcarriers taking into consideration use applications, technical characteristics and 
efficiency.140 In this regard, one competitor stated that “ [w]hile for performance 
testing purposes Sartorius cannot substitute between cationic microcarriers and 
collagen- coated microcarriers this may well not be the case for other applications ”. 
While a majority of compe titors who expressed an opinion on this point consider ed 
that it is possible to substitute between cationic microcarriers and collagen -coated 
microcarriers with regard to their  price, the Commission takes the view that the 
limited substitutability in relation to use applications, technical characteristics and 
efficiency would suggest that these constitute separate product segments . 
(175)  Given that the Transaction gives rise to serious doubts as to its compatibility with the 
internal market and  the functioning of  the EEA Agreement in the market for 
microcarriers under any plausible product market definitions, it can be left open for 
the purposes of this decision whether there is a single relevant market comprising all 
types of microcarriers or whether further segm entations could be made based on (i) 
their porosity (between microporous and macroporous microcarriers) ; (ii) whether 
they use animal -free or animal -based components ; or (iii) their surface coating 
(between cationic microcarriers and collagen -coated microcarriers).  
4.4.1.2. Geographic market definition  
(A) Notifying Party ’s arguments  
(176)  The Notifying Party submits that the market for microcarriers is worldwide in scope 
and, in any event, not smaller than EEA -wide, given the low costs of transport and 
that microcarriers a re produced in a limited number of sites for worldwide 
shipping.141 
(B) Commission ’s assessment  
(177)  A significant majority of customers who expressed an opinion in the market 
investigation on this point confirmed that they procure microcarriers at worldwide 
level; a fter-sale services are provided at worldwide level; prices are comparable at 
worldwide level; and the same suppliers are active at worldwide level.142 
Competitors have unanimously confirmed this view.143 
(178)  For the purpose of assessing this  Transaction, the Commission considers that the 
market for microcarriers is worldwide in scope.  
4.4.2. Competitive assessment  
4.4.2.1. Notifying Party ’s views  
(179)  The Notifying Party submits that the Transaction does not lead to a significant 
impediment of effective competition for microcarriers.144  
                                                 
140  Questionnaires Q1 and Q3, question D.B.3.  
141 Form CO, paragraphs 505 to 507.  
142  Questionnaire Q1, question D.C.1.  
143  Questionnaire Q3, question D.C.1.  
144  Form CO, paragraph 594.  
 
33 (180)  While the Notifying Party considers that GE is a supplier of microcarriers overall 
and in a potential sub- segment comprising microporous microcarriers, it submits that 
the Transaction will not change the competitive structu re of the market.145 In this 
regard, the Notifying Party argues that the Transaction will combine GE with one of 
several similarly sized small competitors. It moreover argues that the Parties are not 
close competitors, given that (i)  GE manufactures microcar riers mainly for large 
scale bioprocess applications and Danaher produces smaller -scale batches146; and 
(ii) while GE offers both microporous microcarriers and macroporous microcarriers 
with a polysaccharide core, Danaher offers only microporous microcarrier s with a 
plastic core.147 
(181)  The Notifying Party argues that, given the absence of chance in the competitive 
structure of the market, the combined entity will continue to face significant 
competitive constraints by at least five credible and viable suppliers with higher or 
similar sales and market shares as Danaher, namely Corning, Fujifilm, Advanced 
Biomatrix, Percell and Global Cell Solutions.148  
4.4.2.2. Commission ’s assessment  
(182)  The Transaction leads to a horizontal overlap between the Parties ’ offerings in 
microcarrier s. Through Pall, Danaher offers its SoloHill microporous -only 
microcarriers, which have a plastic core and are supplied as animal -free or with 
animal components (collagen coating) that can also bear cationic charges. GE offers 
both microporous microcarrier s (Cytodex) and macroporous microcarriers 
(Cytopore), with a sugar -based and a cotton -based core respectively. GE ’s 
microcarriers are supplied with animal components as well as animal- free, that can 
also bear cationic charges. The Transaction does not lead to a horizontal overlap in 
relation to macroporous microcarriers.  
Table 5 – Microcarriers – 2018 
 Worldwide  
Revenues (USD)  Market Share 
(%) 
Danaher  […] [5-10]% 
GE  […] [60-70]% 
Combined  […] [70-80]% 
Corning  […] [10-20]% 
Fujifilm  […] [5-10]% 
Percell  […] [5-10]% 
Global Cell Solutions  […] [0-5]% 
Advanced Biomatrix  […] [0-5]% 
Total  […] 100%  
Source: Form CO  
(183)  According to the Parties ’ estimates  set out in Table 5 above , the combined entity 
would hold a market share of [70- 80]% (GE: [60 -70]%; Danaher: [5 -10]%) in a 
worldwide market comprising all types of microcarriers . The Transaction would 
reinforce G E’s current […]  position in this market and would place the combined 
                                                 
145  Form CO, paragraph 596.  
146  Form CO, paragraph 597.  
147  Form CO, paragraph 615.  
148  Form CO, paragraphs 596 and 608.  
 
34 entity well ahead of Corning ( [10-20]%), Percell ( [5-10]%), Global Cell 
Soluti ons ([0-5]%) and Advanced Biomatrix  ([0-5]%).  
Table 6 – Microporous microcarriers – 2018  
 Worldwide  
Revenues (USD)  Market Share 
(%) 
Danaher  […] [5-10]% 
GE  […] [60-70]% 
Combined  […] [70-80]% 
Corning  […] [10-20]% 
Fujifilm  […] [5-10]% 
Global Cell Solutions  […] [0-5]% 
Advanced Biomatrix  […] [0-5]% 
Total  […] 100%  
Source: Form CO  
(184)  In a worldwide market comprising only microporous microcarriers, the combined 
entity would hold a market share of [70- 80]%, as set out in Table 6 above. As in a 
market comprising all types of microcarriers, the Transaction would reinforce GE ’s 
current […] position ahead of Corning ( [10-20]%), Fujifilm ( [5-10]%), Global Cell 
Solutions ( [0-5]%) and Avanced Biomatrix ( [0-5]%). 
Table 7 – Animal -based microcarriers – 2018  
 Worldwide  
Revenues (USD)  Market Share 
(%) 
Danaher  […] [10-20]% 
GE  […] [40-50]% 
Combined  […] [60-70]% 
Other  […] [40-50]% 
Total  […] 100%  
Source: Form CO  
(185)  In a worldwide market comprising only animal microcarriers, the combined entity 
would hold a market share of [60- 70]%, as set out in Table 7 above. On this basis, 
the Transaction would reinforce GE ’s current […] position with an increment 
of [10- 20]%. 
Table 8 – Non -animal -based microcarriers – 2018 
 Worldwide  
Revenues (USD)  Market Share 
(%) 
Danaher  […] [0-5]% 
GE  […] [70-80]% 
Combined  […] [70-80]% 
Other  […] [20-30]% 
Total  […] 100%  
Source: Form CO  
(186)  In a worldwide market comprising only non- animal microcarriers, the combined 
entity would hold a market share of [70- 80]%, as set out in Table 8 above. On this 
basis, the Transaction would reinforce GE’s current […]  position with an increment 
of [0-5]%. 
 
35 Table 9 – Cationic microcarriers and collagen -coated microcarriers – 2018149 
 Worldwide  
 Cationic  Collagen -coated  
Revenues (USD)  Market Share 
(%) Revenues (USD)  Market Share 
(%) 
Danaher  […] [5-10]% […] [5-10]% 
GE  […] [65-75]% […] [65-75]% 
Combined  […] [70-80]% […] [70-80]% 
Source: Form CO  
(187)  In a worldwide market for cationic microcarriers as well as in such a market f or 
collagen -coated microcarriers, the combined entity would hold a combined market 
share of [70- 80]%, as set out in Table 9 above. On this basis, the Transaction would 
reinforce GE’s current […]  position with an increment of [5 -10]%. 
(188)  Contrary to the Notifying Parties ’ arguments, t he Partie s appear to compete closely 
with each other  in a market for overall microcarriers. A majority of customers and 
competitors who expressed an opinion in the market investigation on this point 
indicated that Danaher is the closest competitor to GE.150 […]151 […], as it shows 
that […] . In comparison, […] . 
(189)  Moreover, customers appear to have limited possibilities of changing suppliers in 
this market. T he views of c ustomers  who expressed an opinion in the market 
investigation on this point were mixed as to whether they will be able to find 
sufficient credible alternative suppliers of microcarriers post -Transaction.152 A 
majority of customers and all competitors who expressed an opinion on this point 
found at least some limitations in the number of credible alternative s for some use 
cases.153 
(190)  Furthermore, the market investigation suggested that entry of new competitors in this 
market is not likely. A majority of customers and competitors who expressed an 
opinion on this point does not expect additional companies to start supplying 
microcarriers in the next two to three years.154 Some competitors indicated that the 
market for microcarriers is characterised by high barriers to entry . In this regard, a 
competitor expressed the view that “[t]he extent of expertise, development, and 
testing required to gain meaningful adoption are high barriers to entry ”.155 The 
Commission considers that the lack of expected entry of additional competitors 
would not pose a sufficient competitive constraint on the combined entity post -
Transaction.  
(191)  While customers did not express concerns in relation to the impact of the 
Transaction, the views of c ompetitors  who expressed an opinion in the market 
investigation on this point were mixed (50-50%) on whether the Transacti on will 
                                                 
149  The Notifying Party could only provide a rough estimate of the Parties’ market shares estimates for these 
segments/markets.  
150 Questionnaires Q1 and Q3, question D.D.1.  
151  […]. 
152  Questionnaire Q1, question D.D.2.  
153  Questionnaires Q1 and Q3, question D.D.2.  
154  Questionnaires Q1 and Q3, question D.D.3.  
155  Questionnaire Q3, question D.D.3.  
 
36 have an impact on price, product range or security of supply .156 While no competitor 
is concerned about a negative impact on the quality of microcarriers, a majority of 
competitors who expressed an opinion on this point expects a decrease in innovation. 
In this regard, a competitor st ated that  “[w]ith limited competition, price increases 
would be expected by the combined GE and Danaher offering, while security of 
supply would decrease given the combined entity ’s control over the microcarrier 
market ”.157 
(192)  In light of the considerations  in paragraphs (182)  to (191)  above  as wel l as all 
evidence available to it, the Commission concludes that, in the worldwide market for 
microcarriers (either overall, or in the potential market segment s for microporous 
microcarriers , animal -based microcarriers , non- animal- based microcarriers, cati onic 
microcarriers or collagen -coated microcarriers ), the Transaction will give rise to 
serious doubts as to its compatibility with the internal market and  the functioning of 
the EEA Agreement due to horizontal non- coordinated effects given in particular 
(i) the significant combined market share of the Parties; (ii ) the meaningful 
increment contributed by Danaher to GE ’s pre -existing leading position; (iii)  the 
close competition between the Parties; and (iv ) the lack of strong competitors or 
entry prospects.  
4.5. Bioprocess filtration  
4.5.1. Introduction 
(193)  Bioprocess filtration constitutes a method for separating components based on size. 
It takes place at several steps in the bioprocessing production chain of the production 
of for instance mAbs, biologics used in  cell and gene therapy , and vaccines. 
Different types of filtration are used depending on the production step and specific 
application.  
(194)  Similar as for other areas in the bioprocessing industry, it is for customers very 
difficult to change suppliers once  a production process is in place and regulatory 
approval has been obtained, in particular where products are in contact with the 
molecule.158 
(195)  The Commission has not previously dealt with cases in the area of bioprocess 
filtration , and has therefore not previously assessed relevant markets in this area.  
(196)  Bioprocess filtration setups consist of systems ( sometimes also referred to as 
‘skids ’), consumables, and equipment. Systems are used to control the filtration 
process and are composed of pumps, sensors, tubi ngs, manifolds among other 
components. The filtration process is performed by filters (consumables) inserted 
into equipment (housing or holders that hold the equipment) that are deployed in the 
filtration system.  
                                                 
156  Questionnaires Q1 and Q3, question D.D.4.  
157  Questionnaire Q3, question D.D.4.  
158 Form CO, paragraphs 1572- 1583.  
 
37 Table 10 – I llustr ation of bioprocess filtration systems, consumables, and equipment  
System159 Consumable160 Equipment161 
   
TFF flat sheet system, SUT  TFF flat sheet cassettes  TFF flat sheet cassettes in holder  
 
4.5.1.1. Direct flow filtration and  tangential flow filtration  
(197)  There are two filtration techniques, direct flow filtration ( “DFF”) and tangential flow 
filtration ( “TFF”). In DFF, process fluids are passed directly through a membrane. 
This is generally used at stages of the bioprocessing work flow where the target 
product ha s to be separated from other particles based on size. In TFF, the process 
fluid flows in parallel to the membrane surface. TFF is typically used when the final 
product needs to be concentrated, or when the buffer in which the product is 
contained need to be exchanged. Both Parties are active in DFF and TFF.  
(198)  Figure 2 and Figure 3 below portray DFF and TFF techniques respectively, 
illustrating the manner in which the feed is passed through the membrane, and how 
the filtration flux rate varies according to the volume filtered.  
Figure 2 – Direct flow filtration process  
 
 
                                                 
159  Form CO, figure 35.  
160  Form CO, figure 46.  
161  Form CO, figure 47.  

 
38 Figure 3 – Tangential flow filtration process  
 
 
(199)  Figure 4 depicts the usage of bioprocess filtration in a generic production process for 
mAbs, which is one of the most common types of biopharmaceutical products. The 
figure indicates at which steps of the production whether DFF or TFF is used. The 
Parties submit that DFF and TFF cannot be interchanged (or when it is, it is 
application specific).162 
Figure 4 – Usage of DFF / TFF in cell culture bioprocessing163 
 
 
4.5.1.2. Different types of consumables used in bioprocessing filtration  
(200)  Different types o f DFF filters include (i)  pre-filters ; (ii) sterile filters ; (iii) depth 
filters ; (iv) air/gas filters ; and (v)  virus filters.  
                                                 
162  Form CO, tables 67- 69. 
163  Form CO, figure 33.  

 
39 (201)  As regards TFF, t here are two main technologies and corresponding consumables: 
TFF flat sheet and TFF hollow fibre. In flat sheets, the feed passes between sheets 
and the permeate is collected from the opposite side of the sheets, while in hollow 
fibre the feed passes through hollow fibres and the permeate is collected outside the 
fibres. These technologies result in different fluid dynamic characteristics. Figure 5 
and Figure 6 below portray diagrams of hollow fibre and flat sheet consumables 
respectively.  
Figure 5 – Diagrams of a hollow fibre164 
 
 
Figure 6 – Diagrams of a flat sheet165 
 
 
4.5.2. Market definition  
4.5.2.1. Product market definitio n  
(A) Systems, equipment, and consumables  
(202)  The Notifying Party considers that systems, equipment and consumables constitute 
distinct product markets. First, these perform different functions in the filtration 
process. Consumables perform the actual filtering, while the equipment is used to 
support and host these consumables, and the system performs and steers the filtration 
process. Second, systems, equipment and consumables are generally sold separately 
and can often be mixed and matched between different supp liers. Systems of one 
supplier may be used with equipment and consumables from the same or other 
suppliers, because of standardi sation in size, form and format (but not quality and 
performance) of consumables. Third, customers do not make a buying decision at the 
same moment but will at an earlier stage already decide the consumable needed for 
the production process before the system or equipment is chosen. 
                                                 
164  Form CO, figure 40.  
165  Form CO, figure 41.  

 
40 (203)  The Commission notes that this claim is supported by the fact that there are suppliers 
that are activ e only in either systems, equipment or consumables. For instance, 3M is 
only active as a supplier of consumables, without offering systems or equipment; GE 
is active in systems and consumables, but only very limitedly in equipment; and 
YMC is only active i n systems, but not in equipment or consumables.  
(204)  This is  further confirmed by the market investigation, where customers 
predominantly indicate that they predominantly mix and match hardware and 
consumables from different suppliers.166167  
(205)  On this basis, the Commission considers that systems, equipment and consumables 
constitute distinct product markets.  
(B) Consumables  
(B.i) Notifying Party ’s arguments  
(206)  The Notifying Party claims that customers ’ choice between DFF or TFF is driven by 
technical requirements in the proces s, that there would be very little (if any) 
applications for which both DFF and TFF could be used.168 From a supply side 
perspective, there would be large differences in the production of DFF and TFF 
consumables and equipment, but not for systems. It therefo re argues there to be 
distinct product markets for DFF and TFF consumables and equipment, but not for 
systems.  
(207)  As regards specifically DFF consumables, the Notifying Party indicates that the 
different types, namely (i ) pre-filters ; (ii) sterile filters ; (iii) depth filters ; (iv) air/gas 
filters ; and (v)  virus filters, are used for different purposes and are used for different 
applications. These segmentations might therefore potentially each constitute a 
distinct product market.  
(208)  As regards specifically TFF consumables, the Notifying Party submits that product 
and process needs determine whether one or the other technique and corresponding 
consumable has to be used. TFF hollow  fibre and flat sheet consumables are used 
mainly in different applications. Whi le both are capable of performing similar 
applications to some extent, there are many of such applications where one technique 
would be more effective or suitable than the other. Because of this, customers would 
have clear preferences for one over the other depending on the customer ’s particular 
process and application needs.  
(209)  The Notifying Party submitted an overview of the advantages and constraints of each 
TFF technique (hollow fibre vs flat sheet ), depending on the application, indicating 
where one tech nique would be preferred over the other.169 The Notifying Party 
indicates that each has a technical ‘ sweet spot ’ for a certain application, and that 
depending on the application, customer process requirements and a drug’ s physical 
                                                 
166  Questionnaire Q1, question B.9.  
167  In addition, a majority of customers seem to decide upon their choice of TFF skid at the clinical stage or 
later, while a majority of customers seem to decide upon their choice of TFF consumables before the 
clinical stage. Questionnaire Q1 , question B.7).  
168  Form CO, annex 57.  
169  Form CO, tables 71, 72 and 73.  
 
41 characteristics (that is to  say the target molecule) gives one technique advantages 
over the other.  
(210)  Typically, TFF steps upstream in the production process use hollow fibre 
consumables, while those downstream use flat sheet consumables.  
(211)  Furthermore, the production of equipment and consumables of these technologies 
would be highly specific and different. Suppliers of hollow fibre consumables and 
equipment would not be able to easily switch to the production of flat sheet 
consumables and equipment in case of a relative price increase,  and vice versa. 
Therefore, the Parties consider that TFF hollow fibre and flat sheet consumables 
constitute two separate product markets.  
(B.ii) Commission ’s assessment  
(212)  As regards consumables used for bioprocessing filtration, the market investigation 
showed that customers do not use DFF and TFF filtration techniques and respective 
consumables for the same purposes. Customers explain: “ DFF and TFF are used for 
different purposes in a protein purification process. They are rarely interchangeable 
although each type of products from different vendors are often interchangeable for 
a specific application (i.e. a different DFF filter may replace the existing DFF filter 
in use, and same for TFF) ”;”DFF (direct or normal flow) and TFF (tangential or 
“cross- flow”) tend to be used to for different purposes. They are different 
technology and they involve the performance of different process. As a result of the 
differing operational performance, [Company] considers that DFF and TFF are 
generally not able to be used for the sam e applications ”; “[d]ifference in surface 
layer formation between the two process forms ”.170  
(213)  As regards specifically consumables for DFF, the Commission notes that GE ’s 
activities […]. It is active only as […]  of specific categories of DFF consumables 
(pre-filters and sterile filters). If these were to constitute distinct relevant product 
markets, affected markets would arise, but with only a [ …] increment from GE ’s 
activities (between [0 -5]% and [0 -5]% on a worldwide and EEA level). For these 
reasons, the Commission does not further assess these segments and leaves open 
whether these would constitute distinct relevant product markets.  
(214)  As regards specifically consumables for TFF, the market investigation showed that 
customers do not use flat sheet and hollow  fibre filtration for the same applications, 
or only limitedly. Customers explain: “ [w]e use both and while they can be 
interchanged to an extent, the availability of various membranes at different sizes for 
different scales means we are limited in how muc h cross over we can exploit. Also 
product specific characteristics cause certain filter types to be unsuitable ”; “[i]n 
process applications, they are rarely in competition with each other. TFF 
hollowfibre is used in 2 important niche applications – cell cu lture perfusion and 
harvest and virus removal applications. The vast bulk of the remaining TFF 
applications use flat -sheet style membrane devices ”; “[t]he TFF flat sheet and TFF 
hollow fibre filtration utilize different mechanics depending on the application; 
accordingly, it is not practical to use these for the same applications ”; “[u]sed for 
different purposes (higher through put, etc) ”. A smaller minority however does 
consider these interchangeable: “ [… f]rom [ customer name] ’s perspective, TFF 
                                                 
170  Questionnaire Q1, questions G.B.1 and G.B.1.1.  
 
42 hollow fib re filtration is simply a more modern version of the TFF flat sheet but both 
ultimately produce similar results ”.171 
(215)  As to supply -side substitutability between different types of bioprocessing filtration 
consumables, the results of the market investigation do not cont radict  this. One 
competitor for instance indicates: “ [t]he barriers to introducing a new TFF cassette 
are mostly a long ROI, as swapping a cassette in an existing process would be very 
difficult, so you would need to specific at Clinical phase 1 and grow with the 
process. This could take 5+ years before you are in manufacturing and seeing any 
ROI. In the meantime you would incur all the costs of manufacturing supporting and 
validating the device ”.172  
(216)  On this basis, the Commission considers it likel y that there are separate product 
markets for each consumable (DFF, flat sheet and hollow fibre TFF). In any event, 
this can be left open as the T ransaction will not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement in 
the area of consumables in either an overall market for consumables or segmented by 
technology (DFF, flat sheet, hollow fibre TFF).  
(C) Systems  
(C.i) Notifying Party ’s arguments  
(217)  The Notifying Party argues that there is an o verall market for bioprocessing filtration 
systems encompassing DFF, as well as TFF hollow fibre and TFF flat sheet systems , 
although DFF and TFF systems might also belong to two different markets .173 
(218)  It explains that bioprocessing filtration systems are com posed of the same 
components , including for example pumps  and valves, but that the difference is 
mainly driven by the way the feed stream flows, leading to different system designs 
and set -ups. DFF systems for instance only need a pump and pressure sensors  to 
monitor the filtration process, while TFF systems require more complex 
functionalities. Because of this, in the Notifying Party ’s view DFF systems generally 
do not work with TFF consumables. TFF systems would also not work with DFF 
consumables, because  of ‘differences in control functionalities and the geometry for 
the pipe arrangement ’.174  
(219)  However, the production process of TFF systems and DFF systems would be the 
same in terms of engineering practices and capabilities. In that regard, the Notifying  
Party submits that it is possible for one supplier producing a particular system to 
build another type of system within a time frame of approximately […] . Switching 
costs would amount to around USD […] . Nonetheless, the  Notifying  Party also 
stresses the impor tance for a supplier to have experience and reputation in order to 
start producing a different type of filtration system.   
(220)  In addition, the Notifying Party submits that there are existing systems that are able 
to use both hollow fibre and flat sheet TFF co nsumables, or both TFF and DFF 
                                                 
171  Questionnaire Q1, questions G.B.2 and G.B.2.1.  
172  Questionnaire Q3, question G.B.13.  
173 Form CO, paragraph 1292.  
174 Form CO, paragraphs 1211- 1213.  
 
43 consumables. The Notifying Party in that regard submits an example of GE ’s Äkta 
readyflux. At the same time, [use of Äkta readyflux  by GE].  
(221)  As regards specifically TFF systems, the Notifying Party submits additional 
arguments  that would show supply -side substitutability between TFF hollow fibre 
and TFF flat sheet systems . 
(222)  In that regard, it would be possible to modify a flat sheet TFF system to work with 
hollow fibre consumables. Such modification would take a [ timeframe ] and would 
cost under USD […] .175 The opposite modification for a hollow fibre TFF system to 
work with flat sheet consumables would be possible in [ timeframe ] with an 
investment of about USD […] .  
(223)  As an illustration for there being little engineering differences,  the Notifying Party 
refers to the possibility to use both hollow fibre and flat sheet consumables with a 
number of GE ’s TFF systems. For these systems, customers would only have to 
purchase appropriate accessories and set the appropriate flow rate on the system for 
it to work with either hollow fibre or flat sheet. Similarly, the  Notifying Party  claims 
that Repligen and L EWA/YMC would also market and sell TFF systems compatible 
with both types of consumables.  
(224)  The Notifying  Party further indicates that TFF systems are typically heavily 
customi sed (instead of being “ off the shelf ”), and that a custom system typically take 
[timeframe]  to design and deliver, or up to [timeframe]  including installation at the 
customer ’s site. This time for a supplier to deliver a custom system would be the 
same regardless of whether the system is for use with flat sheet or hollow fibre 
consuma bles, and irrespective of whether it is supplied by a system supplier active 
only in flat sheet, hollow fibre, or both. Therefore, the  Notifying  Party considers that 
the test for supply -side substitutability is met, as the condition for supply -side 
substit utability to occur ‘ in the short term ’176 has to be seen in light of these general 
industry characteristics (in particular, the prevalence of long lead times).  
(225)  Lead times for a standard ( “off the shelf” ) system would be significantly shorter, 
namely [timefra me]. To design, test, validate and commerciali se a new standard 
system would however take [timeframe] . Nonetheless, the  Notifying  Party indicates 
that […]% of Danaher ’s TFF system sales are for custom systems or customis ed ‘to 
at least some extent ’’ (indic ating that […]  are purely custom). In hollow fibre 
systems, it only offers custom systems and has no standard systems in its portfolio. 
GE estimates that […] % of its TFF system sales in  2018 were custom.  
                                                 
175  Though the particular example given by the Notifying Party appears to only refer to a SUT system (Form 
CO, paragraph 1245).  
176  Commission Notice on the definition of relevant market for the purposes of Community competition law, 
OJ C 372, 9.12.1997, p. 5- 13, paragraph 20.  
 
44 (C.ii)  Commission ’s assessment  
(C.ii.a)  Demand -side substitutabilit y 
(226)  The Commission notes that the Notifying Party does not contest that customers 
generally177 cannot use systems for DFF, and TFF hollow  fibre and TFF flat sheet 
interchangeably.  
(227)  In terms of  demand -side substitutability between systems used for DFF and flat sheet 
and hollow fibre TFF, as indicated in paragraphs (212)  and (214) , the market 
investigation showed that customers do not use DFF, flat sheet and hollow fibre TFF 
filtration for the same applications, or only in a limited way . In that regard, the 
Commission understands that different systems are generally used for each of these 
filtration techniques. In light of the foregoing, the Commission considers that , from a 
demand -side perspective , customers are generally not able to subs titute between DFF 
and TFF systems. As regards, hollow  fibre and flat sheet TFF systems, the market 
investigation is inconclusive . However, concerning  the Notifying Party ’s arguments 
relating to existing supply -side substitutability , the Commission observe s the 
following : 
(C.ii.b)  Supply -side substitutability  
(228)  With respect to supply -side substitutability, the Commission assessed (i)  the 
competitive landscape for DFF, flat sheet and hollow fibre TFF consumables, (ii)  the 
extent to which there are systems today that ca n process all (or some) of these 
consumables, (iii)  to what extent suppliers that are not yet active in systems for a 
particular consumable can design and supply such a system from scratch.  
a. Competitive landscape  
(229)  The Commission first notes that the competitive landscape for DFF and TFF systems 
differs significantly. While Danaher has a sizeable position in DFF, GE is hardly 
present. Competitors in DFF are not identical to those active in TFF and generally 
hold a stronger position than those active in TFF. In TFF, Danaher holds a sizeable 
position and GE has a stronger presence than in DFF. Moreover, one of the main 
competitors in TFF, namely Repligen, is not active in DFF. Similarly, the Parties ’ 
largest competitors in flat sheet systems are not present in hollow fibre systems, 
while Repligen, the largest competitor in hollow fibre systems is not present in flat 
sheet systems.  This can be seen as a first indication of the absence of supply -side 
substitutability.  
b. Multi- functional systems  
(230)  Secondly, the Commission investigated to what extent systems, beyond those of the 
Parties, are today able to work with both DFF, flat sheet and hollow fibre TFF 
consumables.  
(231)  In the market investigation, a large min ority of customers who expressed an opinion 
on this point (21 out of 46) indicated that skids can generally only work with one 
                                                 
177 Pursuant to the Notifying Party, GE’s Äkta readyflux skid constitutes a notable exception in as far as it 
can be used with both hollow fibre and flat sheet consumables, and to some extent with DFF consumables 
when used with supporting flow kits.  
 
45 type of consumable, while others (14 out of 46) say that skids are generally able to 
work with flat sheet and hollow fibre TFF but not with DFF consumables and yet others (11 out of 46) say that skids are generally able to work with all types of consumables.
178  
(232)  In that regard, the Commission notes that GE’s Äkta readyflux systems can be used for both consumables. However, it is uncle ar to what extent there are other systems 
that can also work with both. In this regard, the Notifying Party provided a link to 
Repligen and YMC ’s website s where, according to it, it is indicated that they offer 
systems for both hollow fibre and flat sheet. The Commission however observes that 
the reference is unclear as to whether this would entail a single device that can work with both consumables , or whether these companies ’ product portfolio would 
contain both systems for hollow fibre and systems for fl at sheet consumables (that is, 
as individual devices).
179 Similarly, the other competitors ’ websites referred to by 
the Notifying Party in the Form CO did not indicate that their systems would process both types of consumables.
180 Repligen ’s website indicates that it provides certain 
TFF skids within its product portfolio that would be compatible with both flat sheet and hollow fibre consumables.
181 To request a quote on the respective devices 
however, customers are referred to a different link depending on the c hoice for flat 
sheet or hollow fibre filters. This would indicate that modifications or adaptations might be needed. Furthermore, these devices seem also limited to lab and pilot scale production scales.  
(233)  Further, while the Parties indicated that GE ’s skid  can also work with both DFF and 
TFF consumables, they also indicate that this system [ use of GE’s systems ]. The fact 
that TFF skids are more sophisticated is also reflected by comments made in the market investigation, for instance: “ TFF is a more complex  and time -consuming unit 
operation than with DFF. As such the required equipment is also necessarily more complex with more ability to control / modulate the process. […] ”. The Commission 
in this regard questions the relevance of responses in the market investigation (referred to in paragraph (231) above) that indicated that skids can generally work 
with all types of consumables, regardless of whether t hese are flat sheet, hollow fibre 
TFF or DFF.  
(234)  Competitors are split in their views as to whether systems can typically accommodate different types of bioprocessing filtration consumables. Five indicate that skids can work only with one type of consumable, two that skids can work with 
both flat sheet and hollow fibre, and three that skids work with all consumables, including DFF.
182 On the basis of their explanations, the Commission understands 
that skids could potentially work with both flat sheet and hollow  fibre consumables, 
                                                 
178  Questionnaire Q1, question G.B.6.  
179  “Turnkey systems for tangential flow filtration (TFF), single -use hollow fiber filters and flat sheet 
cassettes enable process and cost efficiencies ” (Repligen), https://www.replige n.com/technologies/tff and 
“[w]e manufacture TFF systems using either flat sheet cassettes or hollow fiber (HF) modules ”, 
https://www.ymcpt.com/resource -library/tff -uf-mf-membrane -systems -overview ; Doc  ID3121 
and ID3122.  
180  https://www.abec.com/process -engineering -equipment/ ; https://www.abec.com/single -use/; 
https://www.zeta.com/en/downstream -systems_62 htm ; https://www.zeta.com/en/tff -skid_20_d_184 htm ; 
http://cotterbrothers.com/products/. 
181  https://www repligen.com/technologies/krosflo -tff/lab/kr2i; 
https://www repligen.com/technologies/krosflo -tff-1/systems/kmpi.  
182  Questionnaire Q3, question G.B.6.  
 
46 but not readily so as this would require adaptations: “ Skids are typically set up to 
cater either TFF or DFF and to specific consumable types which limits the 
interchangeability between flat sheet and hollow fiber consumables ”; “[t]his is 
possible it is just a question of plumbing and assembly design” ; “[t]he different types 
of filtration consumables have different requirements for the equipment. In most 
cases the systems are dedicated to the consumables. Still there are some overlaps 
that can be managed for TFF HF & TFF FS but need to be considered during the 
planning/construction of the equipment ”; “[a] skid needs to be designed to meet the 
flow rate, pressure and physical connectivity requirements of the device that it is 
connected to. In general, the flow rate demands of a hollow fibre device are different 
from those of a flat sheet device, to do an equivalent separation job. That being said, 
customers who know up- front that they want the flexibility to have a skid to do both 
could hav e one designed. The key features of connecting the pump to the skid (inlet, 
permeate outlet, retentate outlet, valves, pressure sensors, etc.) are all the same ”.183 
(235)  On the basis of the above  considerations , the Commission concludes that devices 
able to proce ss both DFF and TFF filters, or flat sheet and hollow fibre filters are not 
common in the industry.  
c. Suppliers’ ability to switch  
(236)  Third, the Commission investigated to what extent suppliers can supply any type of 
system (regardless of whether they are an es tablished supplier for that type of 
filtration) within the typical lead times in which customers source bioprocessing 
filtration skids.  
(237)  In this regard, it appears that the timeframe of [ …] indicated by the Parties as the 
timeframe in which a supplier can provide any type of skid (regardless of whether it 
has a presence in only flat sheet TFF, hollow fibre TFF or DFF) would in essence be 
in line with the typical lead times for customers to source bioprocessing filtration 
skids (overall).184 The Commission notes that this might however be different for 
DFF systems in particular, as these are less customis ed than TFF systems and 
therefore would have shorter lead times. It is therefore not surprising that the 
Notifying Party  only claim s in this  context  that TFF systems are typically 
customi sed (while not claiming this for DFF systems), as well as with replies  from 
the market test: “ TFF skids are usually customized thus inducing a longer lead time. 
For DFF skids, standard skids are used with shor ter lead time ”; “[f]or our DFF 
filtration needs our requirements are very simple in that a pump and pressure 
monitoring are all we require, and these are mostly available ‘ off the shelf’ ”.185  
(238)  A majority of competitors  who expressed an opinion on this point indicate that they 
have the ability to produce all types of skids (DFF, flat sheet or hollow fibre TFF) 
within a short time period and without incurring significant sunk costs.186 However, 
Repligen, the largest competitor in hollow fibre systems, indicates that it would not 
                                                 
183  Questionnaire Q3, question G.B.6.1.  
184  Questionnaire Q1, question G.B.9.  
185  Questionnaire Q1, question G.B.9.1.  
186  Questionnaire Q3, question G.B.11.  
 
47 be able to produce these within a short time period and without incurring significant 
costs, and indicates in that regard that this would be a multi -year effort.187  
(239)  The market investigation also generally showed that lead times vary accordi ng to 
degree of customi sation. For instance, a competitor indicated that “[i]t depends if the 
systems are custom made as they would also have longer lead times if the systems 
are large ”.188 While the Notifying Party claims that […] % of Danaher's  TFF system 
sales are “custom and customized to at least some extent ”,189 customers indicated 
that they do not see it as mostly a supplier of customi sed systems.190 Competitors 
also generally seem to not consider the Notifying Party  as mostly a supplier of 
customis ed skids.191  
(240)  Therefore, the Commission considers that it is likely that the lead times for DFF 
systems as well as the Parties ’ off-the-shelf TFF systems would be shorter than the 
time period needed by a supplier to start producing these  systems  when it  is not 
already doing so , and that supply -side substitutability would therefore be limited in 
these areas . 
(241)  Moreover, it appears that there are other barriers to entry than engineering 
considerations. Competitors explain that reputation and experience as we ll as 
associated consumables are important: “[r]eputation and supply of core tech are 
they key barriers ”; “[e]xperience, reputation and associated consumable products ”; 
“[i]n filtration, reputation, brand, and customer validation are very strong 
differentiators ”; “[e]xperience and reputation” ; “[l]a non- fourniture des 
consommables (media filtrant) est un obstacle car le fournisseur du media filtrant 
peut influencer le client en conditionnant son support et ses garanties au choix de 
son skid et de ses “filter holders ””;192 “[l]a réputation est aussi très difficile à 
obtenir si on ne propose pas ces consommables ”;193 “[c]ustomers value 
experience/reputation as a top priority. No customer in this industry wants to be the 
first to try something new or bring something new before the regulators. 
Sophisticated Quality Systems is another barrier to entry. Customers expect that 
their suppliers will have extensive Quality Systems (essentially to the level of their 
own) and that they can be audited by customers at  any time ”;194 “[s]uppliers design 
their skids for the TFF products that they offer. For example, Repligen offers both 
cassettes and hollow fibers, so their systems are capable of operating with both form 
factors. Pall and Millipore offer the cassette configuration for TFF, so their systems 
are designed to operate with cassettes ”.195 In light of this, the Commission considers 
that there are barriers to entry other than engineering considerations, such as 
reputation, experience and having an offering of associated consumables.  
                                                 
187  Questionnaire Q3, question G.B.11.1.  
188  Questionnaire Q3, question G.B.9.1.  
189  Form CO, paragraph 1265.  
190  Questionnaire Q1, question G.B.10.2.  
191  Questionnaire Q3, question G.B.10.2.  
192  Courtesy translation: “ the absence of supply of consumables (filtering media) is an obstacle because the 
filtering media supplier can influence the client by conditioning its support and warranties to the choice 
of its own skid and of its filter holders ”. 
193  Courtesy translation: “ achieving a level of reputation is  also very difficult if you don't supply such 
consumables ”. 
194  Questionnaire Q3, question G.B.12.2.  
195  Questionnaire Q3, question G.B.7.1.  
 
48 (242)  The Commission considers the importance attached to reputation and experience 
particularly relevant given that it appears from the market shares that competitors 
seem much more present in certain segments and less in others. Similarly, it 
considers the importance attached to offering associated consumables particularly 
relevant given the differences of the suppliers present in each consumable type.  
(243)  In addition, relative price increases in systems of a particular type, such as those that 
could hypothetically be introduced as a result of the Transaction , do not seem likely 
to incentivi se suppliers to switch (nor push suppliers to sell more of a particular 
system they do not have a focus on), as other factors such as the strengths and 
opportunities in associated consumables seem to be a main driver of such behavior. 
Competitors explain: “ [d]riven by our consumable growth. If high, Repligen will 
enter into the market with differentiating technology ”; “[t]he  consumable part would 
likely include components that are specified by the end user. Besides, it generates 
the recurring revenue stream ”; “[c]urrently our company does not provide any 
standard skids for any technology for which we do not have the consumable ”196; 
“[w]e have decided that our return on investment (ROI) to provide a standard 
hollow fibre skid is weak because customers are likely to go to a supplier who 
‘understands ’ how to design the skid based on the consumables  […] ”.197 
(244)  In light of the foregoing, the Commission considers that there are strong indications  
that there is no  supply -side substitutability between different types of bioprocessing 
filtration systems . Therefore, the Commission will assess DFF, flat sheet and hollow 
fibre TFF systems as distinct markets, as well as systems overall and TFF systems 
overall. For the purpose of this decision , it ca n ultimately be left open . On the more 
narrowly defined plausible markets for TFF systems (SUT), flat sheet systems (SUT) 
and hollow fibre systems (conventional), the Transaction would give raise to serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement due to horizontal non- coordinated effects. The Notifying Parties have 
submitted Commitments that would address those. On the broader plausible markets, 
the Transaction would not raise serious doubts. In light of this, the market definition 
does not change the outcome of the competitive assessment. 
(D) Conventional and  single use technologies  
(245)  Bioprocess filtration processes can be either conventional (stainless steel , “SS”) or 
SUT. Different systems are used for ei ther technology, whereby the SUT systems 
have a disposable flow kit and tubing. The equipment is also different. For both 
conventional and SUT processes, the filters (consumables) are disposable. For some 
applications however, the SUT equipment has an inte grated consumable.  
(D.i) Notifying Party ’s arguments  
(246)  According to the Notifying Party, customers decide between the two technologies on 
a case by case basis. As SUT does not require cleaning between batches, it saves the 
customer time and would be particularly interesting for a customer with plants that 
make several products. On the other hand, conventional technology might be more 
interesting at large production scales due to cost -efficiencies.  
                                                 
196  Questionnaire Q3, question G.B.12.3.  
197  Questionnaire Q3, question G.B.13.  
 
49 (247)  The Notifying Party considers that markets for systems and equipme nt should not be 
further segmented between conventional and SUT, due to supply -side 
substitutability. They claim that there are no material technical differences that 
would prevent a supplier of conventional products to produce SUT and vice versa. 
The syst em’s size and design for SUT would follow the same engineering principles 
and practices as for stainless -steel skids, with the difference that the flow path 
components and sensors used are made of a different material.  
(D.ii)  Commission ’s assessment  
(248)  The market in vestigation indicated that there are large engineering differences 
between the two  technologies (SUT and conventional).198 Competitors explain: “ [i]t 
is on a scale between a push bike and motorbike. SS skids are far more complex as 
you have to include all the support around cleaning and sterili sation, not something 
you need for SU ”; “[f]or stainless steel, it’ s engineering and at least a $5M R&D 
investment to start the program ”; “[…] [i]l nous faudrait environ 1 à 2 ans pour 
proposer un skid “ single use ” en filtration ”.199 200  
(249)  In addition, the majority of competitors who expressed an opinion on this point that 
was not yet active in both technologies indicated that they would not be able to 
produce the other technology within a short period time (relative to cus tomers ’ 
average lead times) or without incurring significant costs.201 Among those indicating 
that it could not switch is Repligen, the Parties’  largest competitor in hollow fibre, 
who specifies the need to “ [b]uilding infrastructure for all the elements needed for 
stainless steel skids ”.202 
(250)  In light of the foregoing, the Commission considers that there are strong indications 
that there is no  supply -side substitutability between the SS and SUT technologies . 
Therefore, the Commission will assess the relevant markets both overall, and by 
segmentation into SS and SUT. For the purpose of this decision, it can ultimately be 
left open . On the more narrowly defined plausible markets for TFF systems (SUT), 
flat sheet systems (SUT) and hollow fibre systems (conventional), the Transaction 
would give raise to serious doubts as to its compatibility with the internal market or 
the functioning of the EEA Agreement due to horizontal non- coordinated effects. 
The Notifying Parties have submitted Commitments that would address those. On 
the broader plausible markets, the Transaction would not raise serious doubts. In 
light of this, the market definition does not change the outcome of the competitive 
assessment.  
(E) Segmentation b y size  
(251)  The Notifying Party  submits that all main compe titors sell small and large systems, 
and that engineering houses build all types of systems. Table 11 below provides an 
overview of systems supplied by the Parties and their competitors, ordered by size. 
                                                 
198  Questionnaire Q3, question G.B.15.  
199  Courtesy translation: it would take us about one or two years to offer a SUT filtration skid.  
200  Questionnaire Q3, question G.B.15.1. Courtesy translation of the last quote: “[w]e would need 1 to 2 
years to supply a single use skid for filtration” . 
201  Questionnaire Q3, question G.B.14.  
202  Questionnaire Q3, question G.B.14.1.  
 
50 Table 11 – Parties ’ and competitors ’ systems (off -the-shelf)203 
 
 
 
(252)  On the basis of the above, the Commission does not further segment the relevant 
product markets by size,  for the assessment of the current Transaction.   
(F) Conclusion on plausible relevant product markets  
(253)  On the basis of the above, the Commission analyses the competitive impact of the 
proposed Transaction under the following plausible relevant product markets: overall 
bioprocessing filtration consumables, DFF consumables, flat sheet TFF 
consumables, hollow fibre TFF consumables, overall bioprocessing filtration 
systems, DFF systems (overall and segmented by SUT and conventional 
technology), TFF systems (idem), f lat sheet TFF systems (idem) and hollow fibre 
TFF systems (idem).  
4.5.2.2. Geographic market definition  
(A) Notifying Party ’s arguments  
(254)  Similarly as for the other product markets in the area of bioprocessing instruments 
and consumables, the Notifying Party considers the relevant product markets to be 
worldwide or at least EEA -wide in scope, for the following reasons: (i ) all major 
players are active and sell globally ; (ii) transportation costs and custom tariffs are 
                                                 
203  Form CO, table 105.  

 
51 low; and  (iii) regulatory barriers have no or at mos t a very low impact on the 
geographic market definition. As regards regulatory differences within the EEA, the 
Notifying Party  submits that these are technically the same, with the European 
Medicines Agency being centrally responsible for central evaluatio n and 
authori sation of biologics. While the process would slightly differ in the rest of the 
world, this is based on the same principles. In addition, the  Notifying Party  refers to 
the mutual recognition agreements with third -country authorities concerning  the 
conformity assessment of biologics.  
(B) Commission ’s assessment  
(255)  The Commission considers that there are strong indications that the relevant 
geographic markets for bioprocessing filtration systems and consumables are world -
wide in scope.204  
(256)  First, the Parties ’ plants ship their bioprocess filtration products for all plausible 
markets from central locations to all regions in the world.205 
(257)  Second, customers who expressed an opinion in the market investigation on this 
point predominantly indicated that it is the  worldwide level in which (i ) they procure 
bioprocessing filtration systems ; (ii) suppliers typically provide sales and after -sales 
services ; (iii) prices are comparable; and  (iv) the same suppliers are active. One 
customer however indicated that it is eas ier to use ‘ European -active’  suppliers for 
customi sed systems, because of the importance of after -sales services.206 This is also 
the case for consumables.207 Customers did not indicate any differences between the 
different plausible product markets for consum ables or systems in this regard. 
(258)  Third, competitor s in their  feedback agree with this, although a majority of those 
who expressed an opinion on this point indicate that prices for systems (not 
consumables) are comparable at the EEA -wide level (instead of at the worldwide 
level).208 
(259)  For the purpose of this decision, the Commission considers that the precise 
geographic market definition is most likely to be worldwide, although the exact 
market definition can be left open as the serious doubts raised by the  Tran saction  are 
remedied by the Notifying Party’s Final Commitments.  
4.5.3. Competitive assessment  
4.5.3.1. Consumables  
(260)  There is a de minimis  overlap in consumables overall, where the combined market 
share would be [20- 30]% worldwide or in the EEA, with an increment of [0 -5] and 
[0-5] percentage points respectively. Given (i ) the negligible overlap ; and 
(ii) considering that Danaher ’s market shares are moderate;  (iii) the lack of closeness 
given that the majority of this combined market share originates from Danaher ’s 
activities in DFF consumables where GE is only active as […] , while customers do 
                                                 
204  The Commission did not further look into equipment due to GE’s minimal footprint in this area.  
205  Form CO, paragraphs 1529- 1532.  
206  Questionnaire Q1, quest ion G.C.1.  
207  Questionnaire Q1, question G.C.2.  
208  Questionnaire Q3, question G. C.1.  
 
52 not consider DFF and TFF to be substitutable ; and (iv)  due to an absence of 
substantiated concerns raised in the market investigation in this area, the 
Commission considers that the proposed Transaction does not lead to serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement as regards a potential overall market for consumables.  
(261)  There is a de minimis  overlap in DFF consumables, where GE is active only […] . 
GE’s market share in 2018 amounted to [0-5]% in both the EEA and worldwide 
(Danaher has a market share of about [20- 30]% and [30- 40]% respectively).209 
Given (i ) the negligible overlap ; and (ii ) considering that Danaher ’s market shares 
are moderate;  and (iii ) due to an absence of substantiated concerns raised in the 
market investigation in this area, the Commission considers that the proposed 
Transaction does not lead to serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement as regards DFF consumables.  
(262)  There is an  overlap in TFF consumables , where the merged entity would in 2018 
obtain a combined market share of [20- 30]% worldwide and [10- 20]% in the EEA, 
with an increment of [10 -20] and [5-10] percentage points respectively. Given (i ) the 
moderate market shares ; (ii) lack of closeness due to Danaher and GE ’s focus on flat 
sheet and hollow fibre respectively ; (iii) limitations of customers to switch between 
flat sheet and hollow fibre, as indicated in section 4.5.2.1(B) ; (iv) the presence of 
several other  competitors , including a market leader that is almost twice as strong  as 
the merged entity ; and  (v) the lack of substantiated concerns raised in the market 
investigation in this area, the Commission considers that the proposed Transaction 
does not lead to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement as regards a potential overall market for TFF 
consumables.  
(263)  Similarly, the overlap in flat sheet consumables would be de minimis  […]. GE ’s 
market share in 2018 amounted to [0 -5]% on a worldwide level, and to [0 -5]% in the 
EEA (Danaher ’s market shares were [10-20]% and [10- 20]% respectively).210 Given 
(i) the negligible overlap ; and (ii)  considering that Danaher ’s market shares are 
moderate, and (iii ) due to an absence of substantiated concerns raised in the market 
investigation in this ar ea, the Commission considers that the proposed Transaction 
does not lead to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement as regards flat sheet consumables.  
(264)  In hollow fibre consumables, the overlap would also be de  minimis . Danaher, active 
[…]. According to the market shares provided by the Parties, GE would in 2018 
have had a market share of [40- 50]% both worldwide and in the EEA (Danaher 
would have had a market share of [0 -5]% and [0 -5]% respectively).  
(265)  [Danaher’s R&D strategy and pipeline information] .  
(266)  In this respect, the Notifying Party considers that no potential competition issues 
would arise from the Transaction in this area for the following reasons.  
(267)  First, [p ipeline information and Danaher ’s R&D strategy ].  
                                                 
209  Form CO, paragraph 1153.  
210  Form CO, paragraph 1153 and RFI 5, question Q1.  
 
53 (268)  Second, [p ipeline information ].  
(269)  Third, [p ipeline information ]. 
(270)  Fourth, [ GE’s R&D strategy ]. 
(271)  Fifth, [p ipeline information ]. 
Figure 7 – [Internal assessment of competitive relationships ]211 
[…] 
 
(272)  Sixth, the  Notifying Party  assumes that [p ipeline information ]. 
(273)  Therefore, the Notifying Party  considers that [i nternal assessment of competitive 
relationships ]. In addition, [p ipeline information; internal assessment of competitive 
relationships ]. In addition, the  Notifying Party  considers that [p ipeline information ].  
(274)  The Parties indicated not to be in a position to provide detailed market shares for this 
application, [ pipeline information ]. 
(275)  The Commission further investigated this matter, in order to verify to wha t extent 
[competitive assessment and pipeline information ], and in that regard would 
potentially cause the Transaction to raise doubts given [ pipeline information ]. 
(276)  The market investigation confirms that [pipeline information] .212 [Pipeline 
information] .213 The Commission understands that this is linked to the fact that 
[pipeline information] .214 
(277)  More importantly, [ competitive assessment and pipeline information ].215 
(278)  In addition, the Commission understands that [a ssessment of the competitive 
landscape] .216 
(279)  On the basis of the above, the Commission considers that the Transaction would not 
raise serious doubts as to its compatibility with the internal market as regards 
[pipeline information ]. 
(280)  A large majority of customers who expressed an opinion in the market  investigation 
on this point indicated that they did not expect that the Transaction would have an 
impact on price, quality, innovation, product range or security of supply as regards 
the market for flat sheet or hollow fibre TFF consumables.217 This is larg ely in line 
                                                 
211  […]. 
212  Questionnaire Q1, question G.B.3.  
213  Questionnaire Q1, question G.B.4.  
214  Questi onnaire Q3, question G.B.4.  
215  Questionnaire Q1, question G.B.5.  
216  Questionnaire Q3, question G.D.7.  
217  Questionnaire Q1, questions G.D.9.2 and G.D.9.3.  
 
54 with the replies  from competitors, of which a majority of those who expressed an 
opinion on this point did not consider there to be an impact these markets.218  
(281)  In light of the considerations in paragraphs (260)  to (280)  above  as well as all 
evidence available to it , the Commission concludes that, in the possible worldwide 
or EEA market s for DFF, TFF consumables , flat sheet TFF consumables and hollow 
fibre  TFF consumables, the Transaction will not give rise to serious doubts as to its 
compatibility with the internal market or the fun ctioning of the EEA Agreement due 
to horizontal non- coordinated effects.  
4.5.3.2. Equipment  
(282)  There is a minimal  overlap in flat sheet equipment, where GE had […]  sales  of 
USD […]  worldwide in 2018. This would not be an affected market, and the 
combined market share would in 2018 amount to [5 -10]% (GE [0 -5]% and 
Danaher  [5-10]%) worldwide, and [5 -10]% (GE [0 -5]% and Danaher [5 -10]%) in the 
EEA. The decision does not further address equipment. There is no overlap in DFF 
and TFF hollow fibre equipment.219 
4.5.3.3. Systems  
(283)  Accordin g to the Notifying Party, a n overall market for systems would not be an  
affected  market . The Parties would have a com bined market share of [10- 20]% 
(GE [0-5]%, Danaher [5 -10]%) worldwide and [5 -10]% (GE [0 -5]%, 
Danaher  [5-10]%) in the EEA in 2018.220 
(284)  A market for DFF systems overall or markets segmented by SUT and stainless steel 
are not affected  markets . The combined worldwide market share would in 2018 be 
highest in SUT DFF systems, namely at [10- 20]% (GE [0 -5]%, Danaher [5 -10]%). 
GE […]  in the EEA.221  
(285)  An overall market for TFF systems would be an affected market worldwide, but not 
in the EEA. The combined market share in 2018 was [20- 30]% (GE [5 -10]% and 
Danaher  [10- 20]%) worldwide and [10- 20]% (GE [0 -5]% and Danaher [10- 20]%) in 
the EEA.  
(286)  The Commissio n recalls that segmentations of TFF systems which possibly 
constitute relevant product markets are the following: (i)  TFF systems (SUT) ; 
(ii) TFF systems (conventional) ; (iii) flat sheet TFF systems (overall) ; (iv) flat sheet 
TFF systems (SUT) ; (v) flat sh eet TFF systems (conventional) ; (vi) hollow fibre TFF 
systems (overall) ; (vii) hollow fibre TFF systems (SUT) ; and (viii ) hollow fibre TFF 
systems (conventional).  
(287)  The possible markets for flat sheet TFF systems (conventional) and hollow fibre TFF 
systems (SUT) are not affected. In the potential market for flat sheet TFF systems 
(conventional), the merged entity ’s combined market share would amount 
to [10- 20]% worldwide and [10- 20]% in the EEA with an increment of [0 -5] 
and [0-5] percentage points respectiv ely (2018 data). While the market share on a 
                                                 
218  Questionnaire Q3, questions G.D.12.2 and G.D.12.3.  
219  Form CO, paragraph 1153.  
220  RFI 5, question 1, update of 10 October 2019.  
221  RFI 5, question 1, update of 10 October 2019.  
 
55 worldwide level is below the 20% threshold for affected markets, it is nonetheless 
[…]. In light of the Parties ’ declaration  that it is difficult to estimate market shares, 
the Commission has performed spot -checks on their estimations on their 
competitors ’ revenues. Based on the information at its availability, the Commission 
finds that the combined market share in 2018 was indeed [10- 20]%.222 As regards 
the possible market for hollow fibre TFF systems ( SUT ), the C ommission notes that 
Danaher is […]  in this possible market and thus there is […] , neither worldwide or 
EEA -wide,  in the activities of the Parties.  
(288)  Other plausible  product markets are affected. According to the market share data 
submitted by the Notifying  Party, the merged entity had a market share in TFF 
systems (conventional) of [20- 30]% worldwide and not affected  in the EEA; for TFF 
systems (SUT) of [20- 30]% worldwide and not affected  in the EEA; for flat sheet 
TFF systems (overall) of [20- 30]% worldwid e and not affected  in the EEA; for flat 
sheet TFF systems (SUT) of [30- 40]% worldwide and [20- 30]% in the EEA; for 
hollow fibre TFF systems (overall) of [20- 30]% worldwide and not affected  in the 
EEA; and for hollow fibre TFF systems (conventional) of [30- 40]% worldwide and 
not affected  in the EEA.  Each of these potential markets will be analysed below, as 
well as the overall market for TFF systems.  
(A) Market shares  
(289)  The Notifying Party declared that it had difficulties  to provide market share 
estimates for bioprocess filtration systems. While Danaher would not systematically 
estimate market size and market shares for bioprocess filtration systems, it more 
systematically tracks the opportunities that it is contacted for.  It has based its 
estimates for systems on this information. It consider that it misses in this data a 
large number of system opportunities that are bid out to engineering companies, or 
other suppliers or system fabricators, that do not give Danaher to opp ortunity to 
quote for system business. In addition, not all opportunities are made public. 
(290)  The market investigation has not yielded any reliable third party data as regards 
market size estimations. The SDi Report Bioprocessing Technologies 2018 report223 
for instance attributes a higher amount of turnover to GE than Danaher, […] .224 
(291)  In its market investigation, the Commission has therefore collected turnover data of 
the Parties ’ competitors, in order to gain comfort on the estimations used by the 
Notifying Party. As explained in sections  (D), (G) and (H), it appears that the 
Parties ’ market shares have been significantly understated for hollow fibre skids 
(overall and SUT) and flat sheet skids (SUT).  
                                                 
222  Questionnaire Q3, question G.D.3 and RFI to a competitor dated 18 November 2019.  
223  Doc ID17.  
224  Form CO, paragraph 1314.  
 
56 (292)  The market shares provided by the Notifying Party are summari sed in the tables 
below.225 
Table 12 – TFF systems ( overall)  
Tangential Flow Filtration systems -  Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD)  (%) (USD)  (%) (USD)  (%) 
Danaher  […] [10-20]% […] [10-20]% […] [10-20]% 
GE Biopharma  […] [5-10]% […] [5-10]% […] [5-10]% 
Combined  […] [20-30]%  […] [10-20]%  […] [10-20]%  
Merck Millipore  […] [10-20]% […] [10-20]% […] [10-20]% 
Sartorius  […] [10-20]% […] [10-20]% […] [10-20]% 
Repligen  […] [10-20]% […] [10-20]% […] [10-20]% 
LEWA/YMC […] [5-10]% […] [5-10]% […] [5-10]% 
ABEC  […] [5-10]% […] [5-10]% […] [5-10]% 
Zeta Engineering  […] [5-10]% […] [5-10]% […] [5-10]% 
Others  […] [20-30]% […] [20-30]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
 
Table 13 – TFF systems (conventional)  
Tangential Flow Filtration conventional systems -  Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD ) (%) (USD ) (%) (USD ) (%) 
Danaher  […] [10-20]% […] [10-20]% […] [5-10]% 
GE Biopharma  […] [5-10]% […] [5-10]% […] [5-10]% 
Combined  […] [20-30]%  […] [20-30]%  […] [10-20]%  
Merck Millipore  […] [10-20]% […] [10-20]% […] [20-30]% 
Sartorius  […] [10-20]% […] [10-20]% […] [10-20]% 
Repligen  […] [10-20]% […] [10-20]% […] [10-20]% 
LEWA/YMC […] [5-10]% […] [5-10]% […] [5-10]% 
ABEC  […] [5-10]% […] [5-10]% […] [5-10]% 
Zeta Engineering  […] [5-10]% […] [5-10]% […] [5-10]% 
Others  […] [20-30]% […] [20-30]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
 
                                                 
225  Parties’ updated response to RFI 5 question 1, annex 1.  
 
57 Table 14 – TFF systems (SUT)  
Tangential Flow Filtration single -use systems -  Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD ) (%) (USD ) (%) (USD ) (%) 
Danaher  […] [20-30]% […] [10-20]% […] [10-20]% 
GE Biopharma  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [20-30]%  […] [10-20]%  […] [10-20]%  
Merck Millipore  […] [10-20]% […] [10-20]% […] [10-20]% 
Sartorius  […] [10-20]% […] [10-20]% […] [5-10]% 
Repligen  […] [10-20]% […] [10-20]% […] [10-20]% 
LEWA/YMC […] [0-5]% […] [5-10]% […] [5-10]% 
ABEC  […] [0-5]% […] [5-10]% […] [5-10]% 
Zeta Engineering  […] [0-5]% […] [5-10]% […] [5-10]% 
Others  […] [10-20]% […] [20-30]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
 
Table 15 – TFF flat sheet systems (overall)  
Tangential Flow Filtration systems for Flat Sheet -  Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD)  (%) (USD)  (%) (USD)  (%) 
Danaher  […] [10-20]% […] [10-20]% […] [10-20]% 
GE Biopharma  […] [0-5]% […] [0-5]% […] [5-10]% 
Combined  […] [20-30]%  […] [10-20]%  […] [10-20]%  
Merck Millipore  […] [20-30]% […] [20-30]% […] [20-30]% 
Sartorius  […] [10-20]% […] [10-20]% […] [10-20]% 
LEWA/YMC […] [5-10]% […] [5-10]% […] [5-10]% 
ABEC  […] [5-10]% […] [5-10]% […] [5-10]% 
Zeta Engineering  […] [5-10]% […] [5-10]% […] [5-10]% 
Others  […] [20-30]% […] [20-30]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
 
 
58 Table 16 – TFF flat sheet systems (SUT)  
Tangential Flow Filtration single -use systems for Flat Sheet -  Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD ) (%) (USD ) (%) (USD ) (%) 
Danaher  […] [20-30]% […] [10-20]% […] [20-30]% 
GE Biopharma  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [30-40]%  […] [10-20]%  […] [20-30]%  
Merck Millipore  […] [20-30]% […] [20-30]% […] [20-30]% 
Sartorius  […] [20-30]% […] [10-20]% […] [10-20]% 
LEWA/YMC […] [0-5]% […] [5-10]% […] [5-10]% 
ABEC  […] [0-5]% […] [5-10]% […] [5-10]% 
Zeta Engineering  […] [0-5]% […] [5-10]% […] [5-10]% 
Others  […] [10-20]% […] [20-30]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
Tangential Flow Filtration  single -use systems for Flat Sheet -  EEA 
Competitor EEA  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD ) (%) (USD ) (%) (USD ) (%) 
Danaher  […] [10-20]% […] [10-20]% […] [20-30]% 
GE Biopharma  […] [0-5]% […] [0-5]% […] [0-5]% 
Combined  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Merck Millipore  […] [20-30]% […] [20-30]% […] [20-30]% 
Sartorius  […] [20-30]% […] [10-20]% […] [10-20]% 
LEWA/YMC […] [0-5]% […] [5-10]% […] [5-10]% 
ABEC  […] [0-5]% […] [5-10]% […] [5-10]% 
Zeta Engineering  […] [0-5]% […] [5-10]% […] [5-10]% 
Others  […] [10-20]% […] [20-30]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
 
Table 17 – TFF hollow fibre systems (overall)  
Tangential Flow Filtration systems for Hollow Fiber  - Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD)  (%) (USD)  (%) (USD)  (%) 
Danaher  […] [0-5]% […] [0-5]% […] [0-5]% 
GE Biopharma  […] [20-30]% […] [10-20]% […] [5-10]% 
Combined  […] [20-30]%  […] [20-30]%  […] [10-20]%  
Repligen  […] [50-60]% […] [50-60]% […] [50-60]% 
LEWA/YMC […] [0-5]% […] [0-5]% […] [5-10]% 
ABEC  […] [0-5]% […] [0-5]% […] [5-10]% 
Zeta Engineering  […] [0-5]% […] [0-5]% […] [5-10]% 
Others  […] [10-20]% […] [10-20]% […] [20-30]% 
Total  […] 100%  […] 100%  […] 100%  
 
 
59 Table 18 – TFF hollow fibre systems (conventional)  
Tangential Flow Filtration conventional systems for Hollow Fiber -  Worldwide  
Competitor GLOBAL  2018  2017  2016  
Revenues  Market share  Revenues  Market share  Revenues  Market share  
(USD ) (%) (USD ) (%) (USD ) (%) 
Danaher  […] [5-10]% […] [0-5]% […] [0-5]% 
GE Biopharma  […] [20-30]% […] [20-30]% […] [10-20]% 
Combined  […] [30-40]%  […] [20-30]%  […] [10-20]%  
Repligen  […] [50-60]% […] [50-60]% […] [50-60]% 
LEWA/YMC […] [0-5]% […] [0-5]% […] [5-10]% 
ABEC  […] [0-5]% […] [0-5]% […] [5-10]% 
Zeta Engineering  […] [0-5]% […] [0-5]% […] [5-10]% 
Others  […] [5-10]% […] [10-20]% […] [10-20]% 
Total  […] 100%  […] 100%  […] 100%  
 
(293)  In the above tables  provided by the Notifying Party , the term ‘others ’ refers to other 
engineering companies, as well as some activities of Merck Millipore and Sartorius.  
(B) TFF systems (overall)  
(B.i) Notifying Party ’s arguments  
(294)  The Notifying Party submits that (i)  the merged  entity ’s combined market shares 
and/or the increment brought about by the Transaction will not be high, (ii)  there 
will be strong competition remaining from bioprocess filtration suppliers and 
engineering firms, (iii)  the merged entity would face substant ial countervailing buyer 
power, (iv)  Danaher ’s win -loss data shows […] , and (v)  that the assessment for TFF 
will not change when segmenting between conventional and SUT technologies or 
between flat sheet and hollow fibre filtration.  
(B.ii) Market reconstruction  
(295)  According to the market shares submitted by the Notifying Party, the merged entity 
would obtain a combined market share of [20- 30]% worldwide with  an increment of 
[5-10] percentage points  in 2018. An EEA market would not be affected. Apart from 
the Parties, there would be three other large integrated competitors, as well as a 
number of engineering firms.  
(296)  The Commission has requested competitors to submit 2018 turnover data and has 
performed a market reconstruction on the basis of the information obtained.226 227 
The Commission is not able to disclose detailed market share information due to the 
confidential nature of such information. According to this reconstruction, the merged 
entity would obtain a worldwide market share  of [20-30]% in an overall TFF 
systems market , with an increment of [5 -10] percentage points . An EEA market 
                                                 
226  Questionnaire Q3, question G.D.3; RFIs to competitors dated 14 November, 15 November, 18 November, 
21 November, 25 November, 26 November and 2 December.  
227  In the segment of flat sheet TFF system s (conventional), the Parties’ low market share was confirmed. In 
the segment for hollow fibre systems (SUT), there would in any event […]  be an […] as [Danaher’s 
presence] . 
 
60 would not be affected  on the basis of the data at the Commission’s availability , 
although sales information of  engineering firms was not obtained for verification . As 
the Commission can therefore not exclude that this would also be an affected market, 
the Commission also assesses the EEA market for TFF systems.  
(B.iii)  Closeness  
(B.iii.a)  Focus on flat sheet vs hollow fibre systems  
(297)  The Notifying Party  claims that GE so far has not been  a close competitor to 
Danaher.228 As regards an overall TFF market, Danaher would primarily focus on 
flat sheet TFF systems and GE on hollow fibre TFF systems. The Commission 
however considers that, as set out in section 4.5.2.1(C.ii) , flat sheet and hollow fibre 
systems are likely to constitute distinct product markets and are therefore assessed 
also individually  in this section . To the extent that there would be a potential overall 
TFF market, the Commission considers  that the Parties would not be close 
competitors as regards their focus on flat sheet and hollow fibre systems  in such an 
overall market . 
(B.iii.b)  Scale  
(298)  The Notifying Party further indic ates that the Parties are not close as regards the  
scale of systems sold, as over […] % of GE ’s standard TFF systems revenues were 
from lab -scale systems in 2018, whereas this only amounted to […] % of Danaher ’s 
standard TFF system revenues. More than […] % of Danaher ’s standard TFF system 
revenues for 2018 were from pilot -and process -scale systems.229 The Parties 
however underline that revenues from custom TFF system offerings are not 
included, and that such data segregated by scale for custom systems is not tr acked in 
its reporting system. The Commission therefore does not consider this data 
representative, also in light of Danaher ’s claim that it would sell predominantly 
custom TFF systems.230 
(B.iii.c)  Custom and  off the shelf  systems  
(299)  Filtration skids can be sold as a st andard, off -the-shelf product, or designed and 
customi sed for individual customer needs.231 In this regard, GE indicates that it 
estimates that […] % of its TFF systems in 2018 were custom, while the Notifying 
Party claims that […] % of its TFF system sales are ‘ custom and customized to at 
least some extent ’.232 However, a small majority of customers who expressed an 
opinion on this point indicated that they do not see it as mostly a supplier of 
customi sed systems.233 Competitors also ge nerally seem to not consider the 
Notifying Party as mostly a supplier of customis ed skids.234  
                                                 
228  Form CO, paragraph 1383.  
229  Form CO, paragraph 1398.  
230  Form CO, paragraph 1265.  
231  Form CO, paragraph 1172.  
232  Form CO, paragraph 1265.  
233  Questionnaire Q1, question G.B.10.2.  
234  Questionnaire Q3, question G.B.10.2.  
 
61 (B.iii.d)  Conclusion on closeness  
(300)  A significant number of customers indicated that Danaher is the closest competitor 
of GE in TFF systems, and vice versa. The Commission not es that Merck, Sartorius 
and Repligen are also frequently mentioned. Out of a large number of respondents, 
none have indicated an engineering firm as being a close competitor.235  
(301)  On the basis of the above, the Commission considers that the Parties and their  
competitors Merck, Sartorius and Repligen are close competitors in an overall 
market of TFF systems, but engineering firms236 (to whom the Notifying Party 
attributed significant shares ) less so . On the other hand, the Commission considers 
that the Parties a re likely close competitors within the segments for flat sheet and 
hollow fibre TFF skids.  
(B.iv)  Competition from e ngineering firms  
(302)  The Notifying Party  claims that engineering firms compete closely with the Parties 
and other bioprocessing equipment suppliers.237 These engineering firms would be 
addressing the same customers, and have deep technical knowledge, experience and 
established supply relationships with some of the major bioprocessing customers. 
(303)  It however appears that the customers that source from the P arties actually in only 
very few instances have sourced from suppliers other than the traditional suppliers in 
the bioprocessing industry  (the Parties, Merck, Sartorius and Repligen) . In this 
regard, the Commission found in the market investigation that ou t of 41 respondents 
(which were overall a sample of the Parties ’ customers), only 1 indicated to have 
sourced TFF skids from the three larger engineering firms to whom the Notifying 
Party  had attributed a significant amount of market share.238  
(304)  In addition, the competitive strength of such engineering firms , such as 
LEWA/YMC, ABEC, Cotter Brothers, Zeta and Bilfinger, appears to be perceived 
by most customers as much lower compared to the traditional suppliers in the 
bioprocessing industry (including the Part ies).239 Customers explain: “ we do not 
consider such firms to compete equally with the Parties ”; “[i]neffective engagement 
with the Bioprocessing industry from the engineering firms, especially smaller 
biotech companies and those engaging in pre -clinical or clinical work ”; “[w]e view 
engineering companies compete on custom SS skids but not on SUT ”; “[i]n our 
experience, an engineering company and the bioprocessing companies play 
complementary roles in the sense that an engineering company can help customize a 
design of a product that is made by the bioprocessing company. The engineering 
company does not ‘ manufacture ’ anything other than drawings ”; “engineering firms 
end up going to the original suppliers for support. Our company prefers to work 
directly with the established bioprocessing players where we can count on them for 
troubleshooting and service in the long run” ; “GE will charge an engineering 
company a higher price for equipment than they would charge us if we went directly 
to GE for the design work. t hey compete with the engineering companies for the 
                                                 
235  Questionnaire Q1, question G.D.3.  
236  See further below in the next section.  
237  Form CO, paragraph 1328.  
238  Questionnaire Q1, question G.D.1.  
239  Questionnaire Q1, question G.D.2, and follow -up RFI to competitors of 11 and 13 November 2019.  
 
62 design work so will discount the equipment if you use them for design as well as 
equipment ”.240 
(305)  Competitor also explain that these firms might be dependent on the established 
suppliers to the bioprocessing i ndustry: “[t]hey tend to use the established players as 
subcontractors. They will issue a URS on behalf of their clients and project manage 
the purchase of the skid” ; “[a]s a supplier we receive User Requirement 
Specifications either from customers or from engineering companies. They define in 
detail what kind of functionality is required. The specifications sometimes even go 
down to Component / BOM level ”.241  
(306)  The Commission points out that the Notifying Party indicated, as a caveat to the 
market shares it provided, to have limited visibility on the presence of engineering 
firms. It explains that these would namely participate in tenders where Danaher itself 
is generally not i nvited to. The Commission considers this also to confirm that the 
established bioprocessing suppliers such as the Parties might serve a different part of 
the market than these engineering firms.  
(307)  Furthermore, [Parties’ view s of the engineering firms’ presen ce]. 
Figure 8 – […]242  
[…] 
 
(308)  The Commission therefore finds that engineering firms potentially compete only in a 
neighbouring but different area in the market, and would in any event only exert a 
limited competitive constraint on the merged entity.  
(B.v) Expansion 
(309)  As the Parties pointed ou t, Repligen announced in its 2018 Annual report that it will 
increase its production capacity for flat sheet TFF systems and hollow fibre TFF 
systems.243 The Commission has assessed this in its market investigation but is 
unable to elaborate on its findings due to the inherent confidential nature of such 
strategic information. Nonetheless, the Commission takes note of  this, but does not 
consider the expansion of a single competitor sufficient to alleviate serious doubts in 
the markets concerned, also in light  of the differentiation in these markets where 
Repligen is currently focussed on hollow fibre TFF skids (SUT), whereas the Parties 
combined are stronger in flat sheet TFF skids ( SUT) and hollow fibre TFF 
skids  (SS). In addition, Repligen does not have a ma terial presence in flat sheet skids 
today. A production capacity increase in this regard would not guarantee a successful 
entry, as it will enter the market as a new player that would still have to convince the 
market of its reputation and experience, as i ndicated in the market definition that 
these are important factors for a supplier to enter a particular segment. The 
Commission therefore considers that this cannot be taken into account  to assess the 
extent to which  the merged entity would be competitively constrained. In any event, 
                                                 
240  Questionnaire Q1, question G.D.4.  
241  Questionnaire Q3, question G.D.5.  
242  […]. 
243  http://www.snl.com/Cache/1500119405.PDF?O=PDF&T=&Y=&D=&FID=1500119405&iid=4325751; 
Doc ID3123.  
 
63 the Commission does not find serious doubts in the overall market for TFF systems, 
regardless of the materialization of this claim.  
(B.vi)  Entrants  
(310)  The Notifying Party  argues that there are no s ignificant barriers that would prevent 
other firms already operating in the bioprocess filtration space to redirect or adapt 
their supply to other types of systems, and that market entry therefore is possible and 
not impeded by high market barriers.  
(311)  As ind icated in section 4.5.2.1(C.ii) , the Commission finds that there are barriers to 
entry, namely reputation, experience, and the need to offer associated consumables. 
In addition, entry would only be incentivi sed when a producer would have an 
associated consumable in its offering. In that regard, the Commission does not 
consider it likely that a price increase in systems would trigger entry and to that 
extent would sufficiently constrain the merged entity.  In any event, the Commission 
does not find serious doubts in the overall market for TFF systems, regardless of the 
materialis ation of this claim.  
(B.vii)  Buyer power  
(312)  The Notifying Party  submits that […] % of its revenue comes from […] % of its 
customers, and that […]  of its clients represent […] % of its revenue.244 It claims that 
the merged entity would face substantial countervailing power from its customers, in 
particular biopharmaceutical companies, with large pur chasing departments, using 
purchasing methods based on detailed request for proposals.  
(313)  The Commission however considers it unlikely that customers ’ buyer power would 
be able to countervail competition concerns brought forth by the Transaction. In 
particul ar, the Commission notes that customers typically buy several products from 
suppliers in the bioprocessing industry, and are for any of these products that are 
specified in a commercial scale production line locked in to their supplier as 
switching would r equire revalidation and often re -filing with the relevant regulatory 
approval bodies.245 
(B.viii)  Impact  
(314)  While a majority of customers who expressed an opinion on this point does not 
expect the Transaction to have an impact on flat sheet TFF skids or hollow fibre TFF  
skids, some do expect a price increase, quality decrease, product range decrease, a 
decrease in innovation and/or a decrease in security of supply.246 Competitors ’ 
replies are in line with this.247  
(B.ix)  Complaint  by a competitor  
(315)  There was one complaint by a competitor , who submitted on an anonymous basis 
that the Parties would be the largest skid providers and would obtain a dominant 
                                                 
244  Form CO, paragraph 1358.  
245  Questionnaire Q1, question B2.  
246  Questionnaire Q1, question G.D.8.2.  
247  Questionnaire Q3, questions G.D.11.2 and G.D.11.3.  
 
64 position post -Transaction.248 In that regard, the Commission finds in its market 
reconstruction that the merged entity would indeed be  the largest supplier, but 
however with moderate market shares. On that basis, the Commission does not 
accept this competitor ’s claim.  
(316)  The complainant also submitted that GE would be dominant in small (lab scale) 
systems.249 As regards GE ’s alleged dominant  position in lab scale systems , 
according to the Notifying Party, [ Danaher ’s sales  of lab -scale systems ].250 In any 
event, this competitor did not substantiate this claim of dominance , and its concern 
(as regards dominance or its theory more broadly)  was not  shared by any customer 
or other competitor.251 
(B.x) Complaint by a customer  
(317)  A customer anonymously submitted that the Parties are each other ’s closest 
competitors in TFF skids, and the only viable suppliers that are able to meet its 
specifications. In that sense , it expects the transaction to lead to the removal of a 
competitive constraint with higher prices as a consequence.252 
(318)  The Commission questions the allegations made by the complainant. As regards 
indicated in paragraph (300) , the Commission found that Merck, Sartorius and 
Repligen are also frequently mentioned as the Parties ’ closest competitors in the 
market investigation. In addition, the Parties are also focussed on different filtration 
techniques, while the complainant indicated in the questionnaire that it is not able to 
substitute between these techniques.  
(319)  To the extent  that the complainant would refer to the Parties ’ closeness in the 
segments where they are strongest  (TFF SUT, TFF flat sheet SUT, TFF SS HF) , the 
Commission notes that the commitments by the Notifying Party would remove the 
full overlap in these segments. 
(B.xi)  Conclusion 
(320)  In light of the considerations in paragraphs (295)  to (319)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide or 
EEA -wide  market for TFF systems (overall), the Transaction will not give rise to 
serious doubts as to its compatibility with the  internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects given the Parties ’ 
moderate market shares, and the presence of at least three other significant 
competitors.  
(C) TFF systems (SUT)  
(321)  According to the market shares submitted by the Notifying Party, the merged entity 
would in 2018 obtain a combined market share of [20- 30]% worldwide, wi th an 
increment of [0 -5] percentage points , while an EEA market would not be affected.  
                                                 
248  Doc ID859.  
249  Doc ID859.  
250  Letter from the Notifying Party to the FTC dated 9 October 2019.  
251  Questionnaire Q1, question G.D.8.4 and questionnaire Q3, question G.D.11.4.  
252  Doc ID2562.  
 
65 Apart from the P arties, there would be three other large integrated competitors, as 
well as a number of engineering firms.  
(322)  The Commission has requested competitors to submit 2018 turnover data and has 
performed a market reconstruction on the basis of the information obtai ned.253 254 
The Commission is not able to disclose detailed market share information due to the 
confidential nature of such information. According to this reconstruction, the merged 
entity would be market leader with a market share of [30- 40]% and an increment  of 
[5-10] percentage points on a worldwide level with only one other competitor left as 
a significant player. The combined market share in the EEA would amount to 
[20-30]%, with an increment of [0 -5] percentage points. 
(323)  In addition, a large part of the mar ket has been attributed by the Parties to 
engineering firm s and a category of ‘others ’ that is not specified. The Commission ’s 
market investigation did not obtain turnover data of these latter firms in order to 
verify their presence. Generally however, the  market shares of such firms in other 
segments have been overestimated by the Parties. In this regard, the Commission 
cannot exclude that this would also be the case here and that therefore the Parties ’ 
worldwide market share would be even higher than [30- 40]%. 
(324)  As indicated in section (B.iv) , these engineering firms to whom the Notifying Party 
attributed a large part of the market would only exert a li mited competitive constraint 
on the merged entity.  
(325)  Similarly as indicated in section (B.v) , Repligen’ s announced capacity expansion 
cannot be taken into account to assess the extent to which the merged entity would 
be competitively constrained and the presence of buyer power (if any ) would not 
suffice to guarantee that the merged entity would be competitively constrained. 
(326)  While the Parties argue that even if supply side substitutability would not lead to a 
single overall market for systems, producers active in one type of system are 
potential entrants into the other. However, in light of the large engineering 
differences, as well as importance for a supplier to have reputation and experience, 
as described in section 4.5.2.1(C.ii) , the Commission does not consider that entry 
would be easy  and would not constrain the merged entity . 
(327)  In addition, the Commission finds that the Parties are particularly close competitors, 
considering tha t both focus on flat sheet filtration within this segment, while the 
other significant competitor in this segment predominantly focuses on hollow fibre 
filtration.  
(328)  In light of the considerations in paragraphs (321)  to (327)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide or EEA -
wide  market for TFF systems (SUT),  the Transaction will raise serious d oubts  as to 
its compatibility with the internal market or the functioning of the EEA Agreement 
due to horizontal non- coordinated effects  given in particular (i ) the uncertainty as to 
the market shares ; (ii) the limited number of remaining traditional suppliers other 
                                                 
253  Questionnaire Q3, question G.D.3; RFIs to competitors dated 14 November, 15 November, 18 November, 
21 November, 25 November, 26 November and 2 December.  
254  In the segment of flat sheet TFF systems (conventional), the Parties’ low market share was confirmed. In 
the segment for hollow fibre systems (SUT), there would in any event […]  be an […] as [Danaher’s 
presence] . 
 
66 than eng ineering firms ; and (iii) the closeness of competition due to their common 
focus on flat sheet filtration. In any event, this therefore also replicates the findings 
in the segment of flat sheet TFF (SUT).  
(D) Flat sheet  TFF systems (SUT)  
(329)  According to the marke t shares submitted by the Notifying Party, the merged entity 
would in 2018 obtain a combined market share of [30- 40]% worldwide or [20- 30]% 
in the EEA, with an increment of [0 -5] and [0-5] percentage points respectively. 
Apart from the Parties, there would be two other large integrated competitors, as 
well as a number of engineering firms.  
(330)  The Commission has requested competitors to submit 2018 turnover data and has 
performed a market recon struction on the basis of the information obtained.255 256 
The Commission is not able to disclose detailed market share information due to the 
confidential nature of such information. According to this reconstruction, the merged 
entity would be market leader w ith a market shares of  [50-60]% on a worldwide 
level , which is [Parties’ presence] , with an increment of [5 -10] percentage points . In 
the EEA, the merged entity would have a market share of [40- 50]%, with an 
increment of [5 -10] percentage points. 
(331)  In additi on, a large part of the market has been attributed by the Parties to 
engineering firms (for which the Party had identified market shares per individual 
supplier, as shown in the tables in section (A)) and a category of ‘ others ’ (which  is 
not specified  by individual supplier) . The Commission’ s market investigation found 
that these engineering firms are only to a limited extent present. The Commission 
cannot exclude that  the Notifying Party also overestimated the presence of the 
unspecified category of ‘ others ’, as market shares obtained from the market 
investigation have generally also been overestimated. In this regard, the Commission 
cannot exclude that this would also be the case here and that therefore the Parties ’ 
worldwide and EEA  market shares  would even be higher.  
(332)  As indicated in section (B.iv) , these engineering firms to whom the Notifying Party 
attributed a large part of the market would only exert a limited competitive constraint 
on the merged entity.  
(333)  Similarly as indicated in section (B.v) , Repligen’ s announced capacity expansion 
and the presence of buyer power (if any) would not suffice to guarantee that the 
merged entity would be competitively constrained.  
(334)  While the Parties argue that even if supply side substitutability would not lead to a 
single overall market for systems, producers active in one type of system are 
potential entrants into the other. However, in light of the barriers set out in 
section  4.5.2.1( C.ii.b)  (large engineering differences, as well as importance for a 
supplier to have reputation and experience ), the Commission does not consider that 
entry would be easy and would not const rain the merged entity.  
                                                 
255  Questionnaire Q3, response G.D.3; RFIs to competitors dated 14 November, 15 November, 18 November, 
21 November, 25 November, 26 November an d 2 December.  
256  In the segment of flat sheet TFF systems (conventional), the Parties’ low market share was confirmed. In 
the segment for hollow fibre systems (SUT), there would in any event […]  be an […] as [Danaher’s 
presence] . 
 
67 (335)  As indicated in paragraph (B.viii) , while a majority of customers who expressed an 
opinion on this point does not expect the Transaction to have an impact on flat sheet 
TFF skids, some do expect a price increase, quality decrease, product range 
decrease, a decrease in innovation and/or a decrease in security of supply. Due to the 
market investigation questionnaire being very lengthy, no particular questions were 
asked on the impact for flat sheet TFF skids (SUT) in specific.  
(336)  In light of the considerations in paragraphs (329)  to (335)  above  as well as all 
evidence available to it , the Commission concludes that , in the worldwide or EEA -
wide  market for flat sheet TFF systems (SUT), the Transaction will give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects given in particular the 
high combined market share at a worldwide level.  
(E) Flat sheet TFF systems (overall)  
(337)  According to the market shares submitted by the Notifying Party, the merged entity 
would obtain in 2018 a combined market share of [20- 30]% worldwide with  an 
increment of [0 -5] percentage points , while an EEA market would not be affected. 
Apart from the Parties, there would be two other large integrated competitors, as 
well as a number of engineering firms.  
(338)  Based on the Commission’ s market reconstruction, t he combined worldwide market 
share was slightly higher, but [20- 30]% and with an increment that would remain 
below [0-5] percentage points. In addition, the presence of other strong competitors , 
namely Merck and Sartorius, as well as some larger engineering firms, have been 
confirmed. The market share in the EEA would be [20- 30]% with an increment 
of [0-5]%. 
(339)  The Commission did not receive any further evidence that would raise concerns in 
the markets for TFF systems ( overall ) that the Commission considers plausible . 
(340)  In light of the considerations in paragraphs (337)  to (339)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide or EEA -
wide  market for flat sheet TFF systems (overall), the Transaction will not give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
(F) TFF systems (conventional)  
(341)  According to the market shares submitted by the Notifying Party, the merged entity 
would in 2018 obtain a combined market share of [20- 30]% worldwide  with an 
increment of [5 -10] percentage points while an EEA market would not be affected. 
Apart from the Parties, there would be three other large integrated competitors, as 
well as a number of engineering firms.  
(342)  Based on the Commission’ s market reconstruction, the combined worldwide market 
share was slightly higher, but [20- 30]%. In addition, the presence of  other strong 
competitors , namely Merck and Sartorius, have been confirmed. An EEA market 
would not be affected.  
 
68 (343)  The Commission did not receive any further evidence that would raise concerns in 
the markets for TFF systems (conventional)  that the Commission  considers 
plausible . 
(344)  In light of the considerations in paragraphs (341)  to (342)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide or EEA -
wide  market for TFF systems (conventional), the Transaction will not give rise to 
serious doubts as to its compati bility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
(G) Hollow fibre TFF systems (conventional)  
(345)  According to the market shares submitted by the Notifying Party, the merged entity 
would in 2018 obtain a combined market share of [30- 40]% worldwide or [5 -10]% 
in the EEA, with an increment of [5 -10] and [0-5] percentage points respectively. 
Apart from th e Parties, there would be one other large integrated competitor, as well 
as a number of engineering firms.  
(346)  As indicated in section (B.iv) , the Commission finds that e ngineering firms would 
not competitively constrain the merged entity.  
(347)  Furthermore, the market investigation revealed that Repligen is not active within this 
segment,257 leaving thus only the Parties and a number of fringe players. Based on 
the market recons truction, the merged entity would obtain a market share of 
[70-80]% on a worldwide level , which is [Parties’ presence] , with an increment of 
[10-20] percentage points . In the EEA, there is no overlap as Danaher is not active.  
(348)  As indicated in section (B.viii) , while a majority of customers who expressed an 
opinion on this point does not expect the Transaction to have an impact on hollow 
fibre TFF skids, some do expect a price increase, quality decrease, product range 
decrease, a decrease in innovation and/or a decrease in security of supply. Due to the 
market investigation questionnaire being very lengthy, no particular questions were 
asked on the impact  for hollow fibre TFF skids (conventional) in specific.  
(349)  In light of the considerations in paragraphs (345)  to (348)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide market for 
hollow fibre TFF systems (conventional), the Transaction will give rise to s erious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement due to horizontal non- coordinated effects.  
(H) Hollow fibre TFF systems (overall)  
(350)  According to the market shares submitted by the Notifying Party, the merged  entity 
would in 2018 obtain a combined market share of [20- 30]% worldwide with an 
increment of [0 -5] percentage points , while an EEA market would not be affected as 
[Danaher ’s presence]  in the EEA . Apart from the Parties, there would be one other 
large in tegrated competitor, as well as a number of engineering firms.  
(351)  As indicated in section (B.iv) , the Commission finds that engineering firms would 
not competitively constrain the merged entity. In that regard, the transaction would 
result in a three to two, with only fringe players remaining.  
                                                 
257  RFI to a competitor da ted 13 November 2019.  
 
69 (352)  As indicated in section (B.viii) , while a majority of customers who expressed an 
opinion on this point does not expect the Transaction to have an impact on hollow 
fibre TFF skids, some do expect a price increase, quality decrease, product range 
decrease, a decrease in innovation and/or a decrease in security of supply.  
(353)  Based on the market reconstruction, the merged entity would in 2018 obtain a 
combined worldwide market share of [30- 40]% with an increment of [5-10] 
percentage points. An EEA market would not be affected.  
(354)  The Commission did not receive any further evidence that would raise concerns in 
the plausible markets for TFF systems (conventional). 
(355)  In light of the considerations in paragraphs (350)  to (353)  above  as well as all 
evidence available to it, the Commission concludes that, in the worldwide or EEA -
wide  market for hollow fibre TFF systems (overall), the Transaction will not give 
rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreem ent due to horizontal non- coordinated effects, given 
the moderate market shares and increment.  
(I) Conclusion 
(356)  On the basis of the considerations in paragraphs (260)  to (354)  above, the 
Commission considers that the Transaction would raise serious doubts in regards to 
the plausible  markets of (i) TFF systems (SUT) ; (ii) flat sheet TFF systems (SUT) ; 
and ( iii) hollow fibre TFF systems (conventional).  
4.6. Chromatography  
(357)  Chromatography is an important step in downstream bioprocessing because it is the 
core process for purifying the cell mass created in upstream bioprocessing. 
Chromatography refers to a method of separating and analysing the components or 
solutes within complex chemical mixtures.  This separation is achieved by allowing a 
sample within a solve nt to be carried by a mobile phase (in liquid or gaseous form) 
through an adsorbent serving as a stationary phase (typically in a column, gel or 
paper)  
(358)  The wider area of chromatography may generally be segmented according to the 
technique used in the chrom atography process. One can generally distinguish 
between nine technology segments: (i)  analytical high -pressure liquid 
chromatography ( “HPLC ”); (ii)  preparative HPLC; (iii)  clinical HPLC; (iv)  gas 
chromatography ( “GC”); (v) ion chromatography ( “IC”); (vi) supercritical fluid 
chromatography ( “SFC”); (vii)  low-pressure liquid chromatography ( “LPLC ”); 
(viii)  flash chromatography; and (ix)  thin chromatography.258 The Parties ’ activities 
overlap only in the field of LPLC as this is the only area of chromatography in which 
GE BioPharma is active.  
                                                 
258  Commission decision of 13 May 2011 in Case No COMP/M.6126 –  Thermo Fisher Scientific/Dionex 
Corporation.  
 
70 (359)  LPLC chromatography is performed in a setup of three major components, which 
performs different tasks and are not substitutes:  
– the chromatography skid, which is essentially the hardware component 
controlling liquid flow in  the chromatography process.  
– the chromatography column, which is the container holding the resins, that is  the 
stationary phase, in which the chromatography process takes place.  
– the chromatography resins are complex chemical products and in general are the 
most critical component of the chromatography process. Resins are placed in 
columns to bind & capture designed proteins.  
(360)  The chromatography market also includes new technologies which are sometimes 
used instead of traditional column chromatography for certain applications, such as 
membrane chromatography , a technology where the fluid is not run through a resin-
bed to capture certain molecules, but through a membrane with specific adsorbent 
features and c ontinuous chromatography , a setup for the chromato graphy process in 
bioprocessing that allows for the simultaneous processing of multiple columns . 
(361)  The Commission has not analysed in previous cases the various potential markets in 
the area of LPLC  chromatography . 
4.6.1. Product market definitions  
4.6.1.1. Chromatography s kids 
(362)  Chromatography skids are the hardware component controlling liquid flow in the 
chromatography process. They comprise of a metal frame housing a pumping system 
of pumps, valves, sensors and tubing operating the flow of the fluid that goes 
through the c olumn and electronic components that control and steer the process. 
The electronic components are in turn controlled and monitored through a system 
operating software. Figure 9 portrays a chromatography skid. 
Figure 9 – Chromatography skid  
 
 

 
71 (363)  As described in paragraph (17) above , there is a growing trend in the bioprocessing 
industry to move from traditional clean -and-reuse stainless -steel products to single -
use products. SUT chromatography skids are generally similar to conventional 
process chromatograph y skids with the main difference that the part of the skid that 
has contact to the product, that is  the flow path through the chromatography control 
skid (which includes air traps, sensors, valves, fittings and pump tubing) is available 
as a single- use flo w path. The SUT skid of one supplier is in general only compatible 
with the SU flow path of the same supplier (the skid and the flow path generally 
constitute a closed system). Figure 10 below portrays a SUT skid.  
Figure 10 – SUT skid 
 
 
(364)  The Notifying Party considers that there are notable differences between 
conventional LPLC skids and SUT LPLC skids that may warrant the definition of 
separate product markets for SUT LPLC skids. This is because, direct competition 
typically takes places not between SUT and non -SUT equipment, but within SUT 
and non- SUT equipment (similarly for other products). A number of customers are 
determined to  use only SUT (or only non -SUT) products in their process facilities 
depending on their analysis of what is the best economically viable option for them 
and their setup. In addition, the range of suppliers for non- SUT and SUT skids is 
somewhat different so me engineering companies that offer conventional LPLC skids 
have only a limited presence (or none presence at all) in the field of SUT LPLC 
skids.259 
(365)  A majority of customers who expressed an opinion on this point have confirmed in 
the market investigation that they would not consider stainless steel chromatography 
skids and SUT chromatography skids as suitable alternatives for the same 
applications.260 As explained by one customer “ not all applications of stainless steel 
chroma skids can be substituted by SUT  chroma skids ”.261 
(366)  For the purpose of this decision , and in the light of the fact that the market 
investigation confirmed the views of the Notifying Party that stainless steel 
chromatography skids and SUT chromatography skids do not constitute alternatives 
for the same application, the Commission will carry out its assessment with a 
distinction between stainless steel chromatography skids and SUT chromatography 
skids. 
                                                 
259  Form CO, paragraph 1783 to 1786.  
260  Questionnaire Q1, question F.B.1.  
261  Questionnaire Q1, question F.B.1.  

 
72 4.6.1.2. Continuous chromatography  
(367)  In continuous chromatography several (smaller) columns are operat ed in series over 
a larger number of cycles. By allowing simultaneous operation on many columns, 
continuous chromatography is generally considered to be more efficient. Moreover, 
continuous chromatography is associated with less resin consumption because m ore 
product can be applied to a given volume of resin as any unbound product from the 
first column is easily collected by the second column in the load phase. In terms of 
equipment and consumables, the difference between regular and continuous 
chromatograp hy is limited to the skid. While continuous chromatography has for 
some time been an accepted practice by small -molecule manufacturers, it is not yet 
widely used in larger bio -manufacturing processes.262 The Notifying P arty consider s 
that continuous chromatography skids constitutes a growing separate product market 
from other chromatography skids, which has been confirmed by a majority of 
respondents who expressed an opinion in the market investigation  on this point .263 
(368)  For the purpose of this decision , and in the light of the finding that continuous 
chromatography skids are different products than  stainless steel or SUT skids, the 
Commission will carry out its assessment distinguishing between continuous 
chromatograph y skids and stainless steel or SUT chromatography skids.  
4.6.1.3. Chromatography columns  
(369)  Chromatography columns are the containers holding the resins, that is , the stationary 
phase, in which the chromatography process takes place. From a customer 
perspective, skids and columns serve different purposes in the chromatography 
process and are generally sourced separately. They therefore constitute a separate 
market from chromatography skids Pre -filled columns are a specific form of 
columns in that they constitute an integrated product comprising both the column 
and the resin.  
(370)  Danaher is essentially not active in pre- filled column s and therefore the overlap 
between the Parties 'activities lies only in non -prefilled chromatography columns . 
For the purpose of this decision , the Commission will carry out its assessment on 
traditional non- prefilled columns. 
4.6.1.4. Resins  
(371)  Resins are complex chemical products and in general are the most critical 
component of the chromatography process. Resins are cons umables that need to be 
more frequently exchanged over time. The choice of the particular resin defines the 
efficiency, flow resistance, selectivity and binding capacity of the process. Due to 
the differences in their chemical characteristics and features,  different types of resin 
are used for specific purification and production steps and the processing of 
particular molecules.264 
                                                 
262  Form CO, para graphs 17514- 1754.  
263  Questionnaire Q1, question F.B.3.  
264 Form CO, paragraphs 1736 and 1737.  
 
73 (372)  The Notifying Party distinguishes between different types of resins based on their 
performance and capabilities and considers tha t they are not substitutable from a 
demand side perspective.265266 
– Affinity resins utilis e specific binding interactions between a ligand that is 
immobilis ed to a resin and its binding partner. The most commonly used affinity 
resin in biomanufacturing of monoc lonal antibodies is Protein A resin because 
Protein A is a simple and effective means to purify antibodies. The Notifying 
Party distinguishes between Protein A and other affinity resins because the latter 
are selective for other biological targets and not antibodies. 
– Ion exchange ( “IEX”) resins separate molecules based on their total electric 
charge. For targets such as monoclonal antibodies, IEX is typically an effective 
second purification step, while affinity resins are typically the initial step in the 
purification workflow. For non- antibody molecules, IEX resins are often a good 
starting point for the first purification step.  
– Mixed mode resins utili se matrices that have been functionali sed with ligands 
capable of multiple interactions. This method is us eful when purifying target 
proteins where other methods fail, because of its unique selectivity.  
(373)  A vast majority of customers who expressed an opinion on this point have confirmed 
in the market investigation that they would not consider different types of resins as 
suitable alternatives for the same applications. As explained by one customer , 
“[e]ach resin has specific capacity and selectivity whereas the mechanism of action 
is similar (e.g., affinity, cationic or anionic exchange, hydrophobicity) ”. Another  
customer claimed that “ [a]ny resin is specific to the process, ion exchange resins 
cannot be replaced with size exclusion resins and smaller beads can not be replaced 
with larger beads ”.267 
(374)  For the purpose of this decision , and in particular  the light of th e findings of the 
market investigation that confirmed the views of the Notifying Party that different 
types of resins are not substitutable from a demand- side perspective, the 
Commission will carry out its assessment with a distinction between protein A 
resins, other affinity resins, ion- exchange resins and mixed mode resins , which are 
the resins in which the activities of Danaher band GE BioPharma overlap.  
4.6.1.5. Membrane chromatography  
(375)  Membrane chromatography is a technology where the fluid is not run through a 
resin -bed to capture certain molecules, but through a membrane with specific 
adsorbent features. For certain applications, this makes them a superior solution 
because even if membrane chromatography is limited in dynamic bin ding capacity 
compared with column/resin technology, it allows for much faster flow -through 
rates . 
(376)  For that reason, while column chromatography (notably based on ion exchange 
resins) and membrane chromatography may be substitutable for certain applications , 
                                                 
265 Form CO, paragraphs 1740- 1745.  
266  The Parties’ activities do not overlaps as regards two different types of resins, namely size -exclusion 
resins and hydrophobic interaction resins as Danaher does not supply these resins.  
267  Questionnaire Q1, question F.B.2.  
 
74 the Notifying Party considers that there are differences in the demand structure that 
may indicate that membrane chromatography constitutes a separate product market 
from column chromatography performed with resins. In terms of supply, there are 
also dif ferences in the structure of supply between the two areas. This is, for 
example, illustrated by the fact that Sartorius is the largest supplier of membrane 
chromatography absorbers , while it has no presence in conventional chromatography 
columns.268 
(377)  Responde nts to the market investigation have in general confirmed this lack of 
substitutability between resins -based chromatography and membrane 
chromatography. As explained by one customer , “[a]lthough they use similar 
ligands, their mass transfer properties are very different. As such they work better in 
different applications and there is not really that much overlap in reality. IEX resins 
dominate in protein application, while IEX membranes are better suited for larger 
macro -molecules like viruses ”.269 
(378)  For the purpose of this decision , and in the light of the findings of the market 
investigation that confirmed the views of the Notifying Party resin -based 
chromatography and membrane chromatography are not substitutable from a 
demand -side perspective the Commission will carry out its assessment on membrane 
chromatography as a separate product market.  
4.6.2. Geographic market definition  
(379)  The Notifying party submits that all relevant product markets for chromatography 
laid out above are at least EEA -wide in scope, for the fol lowing reasons:270 
– Transportation costs are low in absolute terms and not significant compared to 
the value of the relevant products, generally accounting for a very low proportion 
of […] % of the price for skids, columns and resins. 
– The relevant products are mostly manufactured at one single site worldwide and 
shipped from those sites to regional distribution hubs around the world. For 
example, GE BioPharma manufactures […]  its skids in its factory in […] , from 
where it ships its products to regional distribu tion hubs around the world.  
– There are only limited regulatory differences with respect to the sale of these 
products between different regions of the world and product design and technical 
specifications for skids, columns and resins are also generally uni form globally.  
– All major suppliers of skids, columns and resins operate globally and are present 
in every geography.  
(380)  Respondents to the market investigation have overwhelmingly confirmed that they 
source these products on a worldwide basis, with more sour cing within the EEA  as 
regards complex chromatography skids, to ease the relationships with and services 
from the supplier.271 
                                                 
268  Form CO, paragraphs 1806- 1808.  
269  Questionnaire Q1, question F.B.5.1.  
270  Form CO, paragraphs 1812- 1815.  
271  Questionnaire Q1, question F.C.1.  
 
75 (381)  On the basis of the above, the Commis sion can leave open the precise geographic 
definition for chromatography products as the competitive assessment remains the 
same regardless of whether a worldwid e or an EEA -wide geographic definition is 
retained.  
4.6.3. Competitive assessment  
(382)  The Danaher  company operating in the areas of chromatography in which GE 
Biopharma is active is Pall. Pall is offering skids, columns, affinity, ion exchange 
and mixed -mode resins ( [Danaher’s contractual relationship with its trading 
partner] ), membrane chromatograph y products and continuous chromatography 
products. GE BioPharma offers standard and SUT skids, standard and pre -filled 
columns, all types of resins , continuous chromatography skids and [ …]. 
4.6.3.1. Chromatography skids  
(A) Market shares and the Notifying party ’s views  
(383)  As regards standard chromatography skids, the Notifying Party has estimated its 
combined market shares at worldwide level at [30- 40]% (with an increment from 
Danaher of [0 -5]%) and at EEA -level at [20- 30]% (with an increment of [5 -10]%). 
The Notifying Par ty has identified as alternative suppliers Merck Millipore ( [5-10]% 
at world -wide and EEA level), Novasep ( [5-10]% at both levels), Lewa ( [0-5]% at 
both levels), as well as companies specializing in plant/process engineering services 
such as ABEC, Bilfinge r, Cotter Boothers, Vogelsbuch and Zeta which together 
would account for [20- 30]% of sales at worldwide and EEA level.  
(384)  As regards SUT chromatography skids, the Notifying Party has estimated its 
combined market shares at worldwide level at [80- 90]-[90-100]% (with an increment 
of Danaher of  [0-5]%) and at EEA -level at [70- 80]-[80-90]% (with an increment of 
[0-5]%). The Notifying Party has identified as alternative suppliers Merck Millipore 
([5-10]% at world -wide and EEA level), Verdot ( [0-5]% at both levels), and 
Flexbiosis ( [0-5]% at both levels).  
(385)  The Notifying Party therefore submits that the combined entity ’s share of the 
conventional LPLC skids area will be moderate and not exceed [30- 40]% worldwide 
or in the EEA. According to Danaher, customers will continue to have a choice 
between multiple suppliers, and the combined entity will continue to face effective 
competition from these suppliers. Danaher also submits there are also no substanti al 
barriers that would prevent new suppliers from entering the skids segment.  
(386)  As regards SUT skids, the Transaction will result only in a small increase in segment 
shares given that Danaher ’s revenues are small. The Notifying party also submits 
that Sarto rius and Thermo- Fisher are potential entrants in this area.  
(B) Commission ’s assessment  
(387)  As regards standard chromatography skids, the Commission has found internal 
documents which indicate that the combined share is higher than what Danaher 
submits, in the are a of [80-90]% for both skids and columns.272 The columns on the 
left of the graph refer to pilot -scale chromatography skids and columns (small 
                                                 
272 […]. 
 
76 instruments) and shows that GE would hold a market share between [60- 70]% for 
each of the skids and columns with an increment of [10- 20]% from Danaher. The 
columns on the cent re refer to process -scale chromatography skids and columns 
(larger instruments) and shows that GE would hold a market share [50- 60]% for each 
of the skids and columns with an increment [20- 30]% from Danaher.  
[…] 
(388)  Customers having responded to the market investigation have indicated that in that 
regard Pall would be the closest substitute  to GE for both stainless skids  and that 
therefore the Transaction would eliminate a significant alternative to GE .273 As 
explained by one customer, “ [a]lternatives are fewer due to past mergers. However 
due to costs and regulatory timings, we currently would be exposed to a single 
supplier as we only use Pall &  GE”.274 Another customer put forward that  “[t]his 
would only  leave Millipore as a reasonable alternative but systems are not available 
to cover labscale (process development) and large scale making scale up more 
cumbersome and also software is less sophisticated” .275 
(389)  With market shares [70- 80]% at worldwide levels and [80- 90]% at EEA level, GE 
already holds as regards SUT chromatography skids a very significant market 
position which is at this stage [ …] and the elimination of one of the alternatives, 
albeit small, would risk strengthening [GE’s  market position] . In particular in SUT 
skids, GE [GE’s market position]  the process development and pilot scales with their 
Unicorn systems offering. 
(390)  Moreover, a majority of customers who expressed an opinion in the market 
investigation on this point do not considered engineering companies as suitable 
alternatives due to inability to custom build a skid  and lack in experience in the 
chromatography field suited to meet customer ’s requirements. This is particularly the 
case for SUT skids.  One customer explai ned that they might compete in “ [o]nly for 
stainless steel fabrications where we will supply the design. But they have very 
limited ability to compete in the pilot and smaller scales as a high level of 
automation is required and they cannot compete with the software packages from 
GE”.276 
(391)  Finally, respondents to the market investigation do not expect additional companies 
to start supplying chromatography skids (either stainless steel or SUT) in the next 
two to three years, because of costs, technologies and entry barriers such as 
regulatory timing.277 
(392)  Because of this elimination of suitable alternatives, a majority of respondents who 
expressed an opinion on this point expect negative impacts on competition a regards 
chromatography skids, both for stainless steel and SUT, notably pri ce increases. As 
explained by a university customer , “[i]n the first few years, not many/any company 
will be able to provide the products (with the same quality). Some companies will 
then increase their prices ”. Another customer put for ward that “ [c]ombining GE and 
Danaher will impact on the overall market for bioprocessing skids (chrom & TFF) 
                                                 
273  Questionnaire Q1, question F.D.A.1.  
274  Questionnaire Q1, question F.D.A.2.  
275  Questionnaire Q1, question F.D.A.2.  
276  Questionnaire Q1, question F.D.A.3.  
277  Questionnaire Q1, question F.D.A.4.  
 
77 as one of the major competitors will be removed from the bidding processes and not 
replaced ”.278 
(393)  In light of the considerations in paragraphs (387)  to (392)  above  as well as all 
evidenc e available to it , the Commission concludes that, in the worldwide or EEA -
wide  market for stainless steel  chromatography skids , as well as in the worldwide or 
EEA -wide market for  SUT  chromatography skids, the Transaction will give rise to 
serious doubts as  to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
4.6.3.2. Continuous chromatography  skids  
(A) Market shares and the Notifying P arty’s views  
(394)  As regards continuous chromatography  skids , the Notifying Party has estimated its 
combined market shares at worldwide level at [30- 40]-[40-50]% (with an increment 
from GE of [10- 20]%) and at EEA -level at [20- 30]-[40-50]% (with an increment of 
less than [0 -5]%). The Notifying Party has identified as alternative suppliers 
Novasep ( [10-20]% at world -wide and EEA level), Chromacon ( [10-20]% at both 
levels) and Semba ( [0-5]% at both levels).  
(395)  The Notifying Party therefore submits that the combined entity ’s share of the 
continuous chromatography skids area  will be moderate and not exceed [40- 50]% 
worldwide or in the EEA. According to Danaher, a combined Danaher/GE 
Biopharma will face competition from three current suppliers – […] – and customers 
will, thus, continue to have the choice between a number of suppliers of continuous 
chromatography skids with an established product offering on the market. Danaher 
also submits that given the rather low barriers to enter the continuous 
chromatography  skids area, there are a number of suppliers who are on the verge of 
entering or at least likely to enter the market, like Merck -Millipore or Sartorius.  
(B) Commission ’s assessment  
(396)  The Commission takes the view that in light of the replies  from the market 
investigation, the Transaction would eliminate the most important sour ce of rivalry 
in the continuous chromatography skids market, creating a new market leader with a 
share twice as high at its nearest rival, with little prospects of new entry and potential 
negative impact on conditions of supply in the continuous chromatogr aphy skids 
market  
(397)  In particular, c ustomers having responded to the market investigation have indicated 
that in that regard GE would be the closest substitute to Pall and that therefore the 
Transaction would eliminate a significant alternative to Danaher in  continuous 
chromatography  skids . As explained by one customer, “ [t]echnology assessments 
show these suppliers (Pall and GE) as potential competitors for this technology ”.279 
Another customer put forward that “ SEMBA and CHROMACON are small players 
and wouldn’ t be considered as credible partners in large biopharma companies ”.280 
                                                 
278  Questionnaire Q1, question F.D.A.5.  
279  Questionnaire Q1, ques tion F.D.E.2.  
280  Questionnaire Q1, question F.D.E.2.  
 
78 A third customer explained that there are “[l]imited number of major vendors in this 
space. Danaher purchased one of the major supplier Tarpen a few years ago” .281 
(398)  Moreover , respondents to the market investigation do not expect additional 
companies to start supplying continuous chromatography skids in the next two to 
three years – rather established suppliers in other fields could grow in this market 
through acquisition, as claimed by one customer. “ The matter is complex, and 
barriers are high, we expect that the existing small players will be acquired by resin 
providers or by TFS, MM or Sartorius ”.282 
(399)  Because of this elimination of suitable alternatives, some customers expect negative 
impacts on competition a regards continuous chromatography  skids , notably price 
increases and elimination of one product range, although the future appears at this 
stage highly uncertain. As explained by one customer , “[t]he  merger may lead to 
discontinuation of either Pall or GE ’s continuous system offering, which may reduce 
market competition and potentially increase the pricing. But the two players may 
leverage each other ’s IPs and further improve their product features and 
capabilities ”.283 
(400)  In light of the considerations in paragraphs (396)  to (399)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwide or EEA -
wide  market for continuous chromatography  skids , the Transaction will give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
4.6.3.3. Chromatography columns  
(A) Market shares and the Notifying P arty’s views  
(401)  As regards chromatography columns, the Notifying Party has estimated its combined 
market shares at worldwide level at [40- 50]% (with an increment from Danaher of 
[5-10]%) and at EEA -level at [30- 40]-[40-50]% (with an increment of [0 -5]%). The 
Notifying Party h as identified as alternative suppliers Merck Millipo re ([10-20]% at 
world -wide and  [10- 20]% at EEA level) and Novasep ( [0-5]% at b oth levels). The 
overlap in pre -filled columns is minimal ( [0-5]%). 
(402)  The Notifying Party therefore submits that the combined en tity’s share of the 
chromatography columns  will be moderate and not exceed [40- 50]% worldwide or in 
the EEA. According to Danaher, customers will continue to have a choice between 
multiple suppliers, and the combined entity will continue to face effective 
competition from these suppliers. Danaher also submits there are also no substantial 
barriers that would prevent new suppliers from entering the columns segment.  
(B) Commission ’s assessment  
(403)  The Commission takes the view that in light of the replies  from the m arket 
investigation, the Transaction would eliminate the most important source of 
competitive interaction  in the chromatography columns market, creating a new 
market leader with a share at least twice as high at its nearest rival (and possibly 
                                                 
281  Questionnaire Q1, question F.D.E.2.  
282  Questionnaire Q1, question F.D.E.3.  
283  Questionnaire Q1, question F.D.E.4.  
 
79 much above),  with little prospects of new entry and potential negative impact on 
conditions of supply in the continuous chromatography skids market  
(404)  Similarly to chromatography skids, the internal document showed in paragraph (38 7) 
chromatography skids, would tend to indicate that the combined share is higher than 
what Danaher submits, in the area of [80- 90]% for columns.  
(405)  Customers having responded to the market investigation have indicated that in that 
regard Pall would be the closest alternative to GE and that therefore the Transaction 
would eliminate a significant alternative to GE in columns.  As explained by one 
customer, “[f]or some applications, there will be no alternatives ”. Another customer 
put forward that “ [o]fferings available from alternative suppliers however Danaher 
and GE are 2 of the top 3 suppliers of industrial columns so potential to restrict 
choice” .284 
(406)  Moreover, respondents to the market investi gation do not expect additional 
companies to start supplying chromatography columns in the next two to three years, 
because,  as explained by one customer , “[i]t takes a long time to get into market and 
create supply channels etc. so unlikely to be new entr ants in timeline above ”.285 
(407)  Because of this elimination of suitable alternatives, a majority of respondents who 
expressed an opinion on this point expect negative impacts on competition a regards 
chromatography columns, notably price increases. As explained by one customer , 
“[i]f there are not many suppliers, the prices could increase and the quality could 
decrease. The security of supply could be decrease as well, if there are not many 
suppliers ”.286 
(408)  In light of the considerations in paragraphs (403)  to (407)  above  as well as all 
evidenc e available to it , the Commission concludes that, in the worldwide or 
EEA -wide  market for chromatography columns, the Transaction will give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
4.6.3.4. Chromatography resins  
(A) Market shares and the Notifying P arty’s views  
(409)  As regards resins, the Notifying Party has provided market shares at worldwide and 
EEA level in the table below . 
                                                 
284  Questionnaire Q1, question F.D.B.2.  
285  Questionnaire Q1, question F.D.B.3.  
286  Quest ionnaire Q1, question F.D.B.4.  
 
80   Danaher  GE Combined  
Protein A resins 
(affinity resins)  Worldwide  [0-5]% [50-60]-[60-70]% [50-60]-[60-70]% 
EEA  [0-5]% [50-60]-[70-80]% [50-60]-[70-80]% 
Non Protein A resins 
(affinity resins)  Worldwide  [0-5]% [60-70]-[70-80]% [60-70]-[70-80]% 
EEA  [5-10]% [60-70]-[70-80]% [70-80]-[80-90]% 
Ion exchange resins  Worldwide  [0-5]% [50-60]-[60-70]% [50-60]-[60-70]% 
EEA  [0-5]% [50-60]-[60-70]% [50-60]-[60-70]% 
Mixed mode resins  Worldwide  [5-10]% [50-60]-[60-70]% [60-70]-[70-80]% 
EEA  [10-20]% [50-60]% [60-70]-[70-80]% 
 
(410)  As regards Protein A  resins , the Notifying Party submits that Danaher does not 
manufacture Protein A, and its activities in this segment are limited to the resale of 
small amounts of Protein A [Danaher’s market shares and sales as well as 
contractual relationship ]. 
(411)  For other resins, Danaher submits that it is only a minor supplier and by no means a 
close competitor to GE Biopharma. In any event, the Notifying P arty submits  
customers post -Transaction will continue to have a choice between several viable 
alternative sup pliers that are all established players in the chromatography segment, 
including Merck Millipore, Bio- Rad, Tosoh and Thermo Fisher.  
(B) Commission ’s assessment  
(412)  With market shares systematically [50- 60]% and in some cases, [60- 70]%, GE 
already holds a [GE’s ma rket position]  both at worldwide level and EEA level which 
[GE’s market position] .  
(413)  In particular as regards Protein A, internal documents of GE show that GE is able to 
[GE’s price structure for Protein A]  but also to the market position that it enjoys in 
the resin space, as shown in the graph below.287 Similar graphs have been produced 
by GE in relation to other types of resins . 
[…] 
(414)  This […] in the resin field is also reflected in this internal document, which show the 
overall share of the resin business and demonstrates how GE is clearly ahead of all 
its rivals in resins.288 
[…] 
(415)  Customers having responded to the market investigation have indicated that in that 
regard the Transaction would eliminate one of the few alternative to GE in resins. As 
explained by one customer, “[o]ur gmp production suites rely heavily on GE resins 
with minimal use of Thermo Fisher POROs AEX resin. Based on our R&D team ’s 
experience, Thermo Fisher would be able to provide comparable performance of 
polishing resins (non- ProA), however ProA applications do not have a viable 
                                                 
287  DHR 66.  
288  DHR 57.  
 
81 substitute apart from GE. Additionally, regarding Thermo Fisher, we are unsure of 
their ability to co mmercially supply large quantities of polishing resins because we 
only have experience with procuring smaller quantities ”.289 
(416)   Consistent with such expectations of  this elimination of one suitable alternative to 
GE resins, a majority of respondents who expre ssed an opinion on this point expect 
negative impacts on competition a regards resins, notably price increases.  
(417)  As regards  affinity  non-protein A resins, the Commission takes the view that the 
very high market share of GE ( [60-70]%), combined with the eli mination of the few 
alternatives, is likely to strengthen the [market position]  of GE. This has been 
confirmed by a majority of respondents to the market investigation having expressed 
an opinion on this point.  
(418)  As regards ion exchange resins, the Commission takes the view that the very h igh 
market share of GE ([50 -60]%), combined with the elimination of one of the few 
alternatives,  albeit small,  is likely to strengthen the [market position]  of GE. This has 
been confirmed by a majority of respondents to the market investigation having 
expressed an opinion on this point . 
(419)  As regards mixed -mode resins, the Commission takes the view that the very high 
market share of GE ( [50-60]%), combined with the elimination of the few 
alternatives, with a non -negligible marke t share, is likely to strengthen the [market 
position]  of GE. This has been confirmed by a majority of respondents to the market 
investigation having expressed an opinion on this point. 
(420)  The Commission, however, also notes that Danaher’s position specifical ly regarding 
Protein A has been […] and that its […] .290 Thus, while there was a […]  in relation 
to Protein A […] , this horizontal overlap no longer exists.  
(421)  In light of the considerations in paragraphs (412)  to (420)  above  as well as all 
evidence available to it , the Commission concludes that, in the worldwi de or 
EEA -wide  market s for non-Protein A affinity resins, ion e xchange resins and 
mixed -mode resins, the Transaction will give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement due 
to horizontal  non- coordinated effects.  
4.6.3.5. Membrane chromatography  
(422)  The Transaction does not lead to the combination of actual suppliers of membrane 
chromatography as GE Biopharma is essentially not active in the supply of 
membrane chromatography. While GE Biopharma is part y to a distribution 
agreement […] under which GE Biopharma resells [ …] chromatography 
membranes, revenues derived from such resales were [ …], accounting for [0 -5]% of 
worldwide and EEA -wide total sales of chromatography membranes.291 
(423)  Danaher on the other hand has a combined share of [20- 30]% while the market 
leader is Sartorius with [50- 60]% share at both worldwide and EEA level. 
Accordingly, the Transaction does not affect the structure of supply of membrane 
                                                 
289  Questionnaire Q1, question F.D.C.2.  
290  Form CO, paragraph 1880.  
291  […]. 
 
82 chromatography and custome rs have not expressed concerns as regards the impact of 
the transaction in membrane chromatography.292 
(424)  In light of the considerations in paragraphs (422)  to (423)  above as well as all 
evidence available to it,  the Commission concludes that, in the worldwide or 
EEA -wide  market for membrane chromatography, the Transaction will not give rise 
to serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
4.7. Integrated solutions  
(425)  ‘Integrated solutions ’ constitute  a relatively nascent , dynamic  and diverse offering 
for which there does not appear to be a generally agreed or common definition at this 
point in time. It encompasses  the sale as a single product of a diverse range of 
combinations of multiple components, equipment and systems of the bioprocessing 
workflow together with related services, such as biomanufacturing process design, 
systems and process automation, and projec t management.  
(426)  Integrated solutions seem to be  appealing  in particular to  smaller or less 
sophisticated customers for which time to market and a single point of contact 
provide greater value than the needed investment to optimise yield with a choice of 
the best technical fit for each bioprocessing product.293 Their sales are forecast to 
increase significantly in the coming years.  
(427)  In that regard , key customer groups appear to be small biotechnology companies 
(notably those active in cell and gene therapy), firm s with projects in emerging 
markets (notably China) or to produce biosimilars, as well as contract development 
and manufacturing organisations ( ‘CDMOs ’). 
(428)  More generally, integrated solutions seem to contribute to a broader trend for greater 
standardisation and use of platforms , but also a parallel trend for more customised 
and flexible production in view of more individualised therapies . 
4.7.1. Market definition  
4.7.1.1. Product market definition  
(429)  The Commission has not previousl y dealt with cases in the area of integrated 
solutions.  
(430)  Depending on the supplier and specific sale opportunity, integrated solutions in 
particular involve  multiple components, equipment or systems in (i)  a single step of 
the manufacturing process; (ii)  two or more steps in either of the upstream or 
downstream process; (iii)  two or more steps across both upstream and downstream 
processes; (iv)  a complete factory line module; or (v)  a working biomanufacturing 
facility.  
(431)  Different integrated solutions may also be split between, among others, 
(i) manufacturing platforms (upstream, downstream or both) ; (ii) full prefabricated 
                                                 
292  Questionnaire Q1, question F.D.D.4.  
293  Form CO, paragraphs 3593, 3616 and 3705- 3707.  
 
83 manufacturing facilities ; and (iii)  associated services such as process development 
services, plant design or construction, and  contract manufacturing.  
(432)  Given their diversity of content, the Parties view integrated solutions as a marketing 
initiative set up internally by suppliers to enhance individual product sales – rather 
than responding to a discrete customer demand – that cannot properl y be defined as a 
distinct relevant product market.294 
(433)  On the contrary, th e large majority of customers and competitors who expressed an 
opinion on this point indicated in their response s to the market investigatio n that 
integrated solutions would constitute  a product  that is distinct from the sum of its 
components .295 
(434)  Similarly, at least the Parties have teams, brands, reporting channels, strategic 
presentations  and marketing material dedicated to integrated solutions. Moreover, 
integrated solutions are offered [Parties’ price structure] .296 
(435)  In this light, and considering all available information in the file, f or the purposes of 
this decision , the Commission considers that  there is a differentiated  market 
including all integrated solutions as opposed to  several distinct relevant product 
markets to meet identified customer needs within a broader integrated solutions area , 
for instance upstream or downstream manufacturing platforms . The Transaction does 
not give rise to serious doubts as to its compatibili ty with the internal market or the 
functioning of the EEA Agreement in this  product market. 
4.7.1.2. Geographic market definition  
(436)  Integrated solutions are sales of bioprocessing equipment and associated products 
and services to customers in several regions of the world, mainly by suppliers active 
globally.  
(437)  There do not appear to be significant differences in the conditions of competition 
across geographies compared to  those for bioprocessing products generally , which 
are the components of integrated solutions, as d escribed  for instance in 
section  4.2.1.1(B) . 
(438)  Accordingly, there are indications that the relevant geographic market for integrated 
solutions could be global or at least EEA -wide.  
(439)  For the purposes of this decision , it can be left open whether the market for 
integrated solutions is global or EEA -wide in scope. The Transaction does not give 
rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any of these plausible geographic market 
definitions. 
                                                 
294  Form CO, paragraphs 3472 and 3591.  
295  Questionnaire Q1, question H.3 and questionnaire Q3, question H.1.  
296  See for instance GE 285, GE 290, DHR 443 and DHR 555 to DHR 558.  
 
84 4.7.2. Competitive assessment  
4.7.2.1. Horizontal overlaps  
(440)  Danaher (through Pall ) has since 2018 supplied ‘Integrated Solutions ’ – [Danaher’s 
sales strategy and marketing plans] . Pall advertises  two Integrated Solutions 
platforms equipped with Pall hardware systems and consumables for upstream and 
downstream bioprocessing: (i) one for 2 000 litre monoclonal antibody batch 
processing ; and (ii) another  for adeno -associated virus vector production  (used in 
gene therapy) . It also sales a wide variety of more tailor -made solutions.297 
(441)  Danaher ’s sales in  Integrated S olutions (excluding associated services) amounted to 
approximately […] .298 
(442)  GE supplies  ‘Entreprise solutions ’: (i) FlexFactory, an application -tailored 
manufacturing platform; and  (ii) KUBio: a pref abricated configurable 
biomanufacturing facility . It also supplies  (iii) Fast Trak  Services  such as process 
development. GE launched FlexFactory for gene therapy in  October 2019.299 
(443)  GE’s sales in  integrated solutions (only FlexFactory and KUBio) amounted to 
approximately USD […]  in 2018 and USD […]  to date in 2019.300 
(444)  Both Parties also offer some  associated or other  CDMO services such as process 
development .301 
(445)  Each of the Parties ’ integrated solutions are largely built around their respective 
portfolio of proprietary products, although they are usually willing to incorporate 
components from competitors at the customer ’s request and in any event do so to fill 
their own portfolio gaps.  
(446)  The Parties ’ sales figures illustrate that, b eing a nascent market , integrated solution  
sales have been […] . It is not disputed, though, that they are forecast to […]  in the 
coming years.  
(447)  The Parties argue that there are no competition concerns with regard to integrated 
solutions  in spite of this horizontal overlap. In particular, the Parties submit that the 
merged entity would post -Transaction continue to be constrained by a number of  
competitors active in the supply of at least some elements of integrated solutions.  
(448)  In addition to the supply of individual bioprocessing products, suppliers such as 
Merck, Thermo Fisher and Sartorius would offer process development services and 
other services  such as cell line development, facility design of equipment 
selection .302 
(449)  In part icular, the Parties submit that Sartorius would offer bioprocess automation 
platforms, and Merck would offer end- to-end solutions under its BioReliance brand.  
                                                 
297  Form CO, chapter 9, B.I.  
298  RFI 13, question 1.  
299  Form CO, chapter 9, B.I. and submission on integrated solutions of  22 November 2019.  
300  RFI 13, question 1.  
301  Form CO, chapter 9, B.III.  
302  Form CO, chapter 9, A.II. 
 
85 Sartorius notably appears to have developed a 2 000 litre single -use mAb generic  
bioprocessing  platform.303 
(450)  The Parties further submit that engineering firms would similarly be able to combine 
individual components sourced from bioprocess suppliers into custom -designed 
automated platforms to meet customer needs.  The Parties notably li st Jacobs, Cotter 
Brothers and ABEC  as relevant firms .304 
(451)  Moreover , the Parties submit that, in a context where customers seek to procure the 
best product –  from a technical perspective –  for each step, a broad or even complete 
product portfolio is not a significant competitive advantage and suppliers of 
integrated solutions are constrained by mix -and-match procurement by customers 
from several suppliers.  
(452)  Finally , the Parties submit that the merged entity would continue to have significant 
portfolio gaps.  
(453)  The market investigation and the Parties ’ internal documents confir med that [GE’s 
market position  and sales strategy ].305 
(454)  The Parties ’ internal documents suggest that among  the four main competitors to GE 
in integrated solutions [Danaher’s market position and performance based on GE’s 
insight and intelligence] .306 As noted above, Pall has been offering integrated 
solutions only since  2018. 
(455)  Consequently, the competitive change brought about by the Transaction in the 
current market for integrated solutions can be considered  to be limited.  
(456)  [Danaher’s market position and performance based on GE’s insight and 
intelligence] .307 
(457)  Moreover, [Danaher’s market position and performance based on GE’s insight and 
intelligence]  in relation to GE  needs to be considered in a context of a nascent and 
significantly growing market, in which no standard solution appears to have emerge d 
yet, as submitted by the Parties . 
(458)  Indeed , Thermo Fisher (Brammer and Patheon) and Merck each have large CDMO 
divisions , which –  the Parties su bmit – may be viewed by prospective customers of 
integrated solutions as competitive alternatives to setting -up in- house manufacturing 
capabilities.308 Other CDMOs such as Lonza, Wuxi, Boe hringer Ingelheim and 
FujiFilm c ould also be perceived as offering competitive alternative solutions . 
(459)  Regarding other players, t he market investigation  overall  confirmed engineering 
firms to constitute only second- tier alternatives.309 In particular, these firms  would 
lack the crucial knowledge of biopr ocessing products and processes to be able to 
                                                 
303  RFI of 22 November 2019, annex 1.  
304  Form CO, chapter 9, A.II.4.  
305  Questionnaire Q1, question H.5.1; questionnaire Q3, question H.3.1; GE 285; DHR 443.  
306  GE 285, page 68.  
307  GE 400.  
308  Form CO, paragraphs 3603 and 3634.  
309  Questionnaire Q1, question H.5.2 and questionnaire Q3, question H.3.2.  
 
86 provide sufficiently tailored and good recommendations to customers. For this, they 
would need to revert to the product suppliers (on which they also vertically depend).  
(460)  The fact that several competitive altern atives may remain post- Transaction is 
confirmed by the fact that a majority of customers who expressed an opinion on this 
point does not expect the Transaction to have a negative impact regarding the market 
for integrated solutions, in particular on price.310 It should be noted, however, that a 
number  of customers and a majority of competitors who expressed an opinion on 
this point are concerned with possible price increases.311 Some respondents also 
mentioned a negative impact  on quality, choice, sec urity of supply and innovation. 
(461)  Furthermore, the majority of customers in the bioprocessing industry are 
sophisticated firms, which may  be able to adjust their behaviour to resist potential 
price increases.  
(462)  On balance, it appears that a sufficient number of competi tive alternatives to the 
merged entity in integrated solutions would remain in place post -Transaction, at least 
for the majority of customers.  
(463)  In light of the considerations in paragraphs (440)  to (462)  as well as all evidence 
available to it, the Commission concludes that, in the worldwide or EEA market for 
integrated solutions, the Transaction will not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement with 
regard  to horizontal non- coordinated effects.  
4.7.2.2. Non-horizontal overlaps  
(464)  The Transaction also gives rise to n on-horizontal overlaps in the area of integrated 
solutions since bioprocess equipment is an input for the supply of integrated 
solutions to customers. Against this background, the Commission assessed whether 
the Transaction could lead to input or  customer foreclosure in relation to integrated 
solutions.  
(465)  On the one hand, with respect to customer foreclosure, some  competitors and 
customers who expressed an opinion on this point appear to be  concerned with the 
possibility that the merged entity would no longer purchase products from its 
competitors to incorporate into its own integrated solutions – thereby foreclosing 
significant revenues from competitors).312 
(466)  With respect to possible customer foreclosure, the Commission firstly notes that 
while being a growing market, integrated solutions only constitute a small share of 
the overall bioprocessing market. Significant single product demand will remain post 
Transaction, which remains accessible for competing producers of bioprocessing 
hardware and consumables. In other words, even if competitors could no longer sell 
components to the merged entity for incorporation into integrated solutions to be 
sold to customers, they would continue to sell their products directly to customers. 
These direct sales account for the vast majority of their current sales, and will likely 
                                                 
310  Questionnaire Q1, question H.10.  
311  Questionnaire Q1, question H.10 and questionnaire Q3, question H.9.  
312  Questionnaire Q1, question H.8 and questionnaire Q3, question H.7.  
 
87 continue to do so in the coming years. It thus seems unlikely that the Parties’ 
competitors could significantly be foreclosed from bioprocessing markets overall.  
(467)  More over, it appears that the incorporation of components from competing 
bioprocess suppliers into a given player’s integrated solutions are limited. Such is 
certainly  the case for the Parties, [Parties’ sales strategies] . 
(468)  This indicates that the merged entity would not have the ability to engage in 
customer foreclosure by not incorporating its competitors components into its own 
offering of integrated solutions . 
(469)  On the othe r hand, with respect to input  foreclosure , customers do not appear to 
identify it as a concret e concern .313 
(470)  Indeed, the fact that the re is only limited use  of components from competing 
bioprocess suppliers into a given operator ’s integrated solutions , is consistent with a 
finding of lack of  ability to foreclose inputs.  
(471)  In light of the considerations in paragraphs (464)  to (468)  as well as all evidence 
available to it, the Commission concludes that, in the worldwide or EEA market for 
integrated solutions, the Transaction will not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of t he EEA Agreement due 
to non- horizontal non- coordinated effects.  
4.7.2.3. Conclusion 
(472)  In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or 
the func tioning of the EEA Agreement  in the possible worldwide or EEA -wide 
market for integrated solutions  due to either horizontal or non- horizontal non-
coordinated effects . 
4.8. Coordinated effects  
(473)  The Notifying Party submits  that tacit coordination in any of the bio processing 
product markets would be unlikely because (i ) pricing policy is not transparent ; 
(ii) prices are less of a focal point as customers focus more on quality, expertise, and 
supply chain reliability ; and (iii) major suppliers in bioprocess filtration have 
unbalanced and varying market positions, market shares and business models, 
limiting their ability to come to an understanding or to discipline others ’ behaviour.  
(474)  The market investigation did not reveal concerns of customers or competitors  
regarding coordinated effects in any of the bioprocessing markets.314 The Notifying 
Party’s arguments are supported by respondents to the market investigation that take 
a position. A majority of customers that take a position indicate that effective prices 
are generally not known among market participants, that products are rather 
differentiated, and that they have not observed coordination in the industry.  
(475)  The Commission has furthermore not received evidence that would support the 
finding of coordinated ef fects of the proposed Transaction. 
                                                 
313  Questionnaire Q1, question H.9 and questionnaire Q3, question H.8.  
314  Questionnaire Q1, questions J.1, J.2, and J.3 and questionnaire Q3, question J.2.  
 
88 (476)  On this basis, the Commission concludes that the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to coordinated effects. 
4.9. Conglomerate effects involving bioprocessing products  
4.9.1. Introduction  
(477)  Conglomerate mergers are mergers between firms that are in a relationship which is 
neither purely horizontal (as competitors in the same relevant market) nor vertical 
(as supplier and customer). In practice, the focus is on mergers between companies 
that are active in closely related markets ( for example  mergers involving suppliers of 
complementary products or of products that  belong to a range of products that is 
generally purchased by the same set of customers for the same end use). This 
Transaction exhibits  such a feature as most customers purchase complementary 
products from the Parties for the same bioprocessing operation. For example, some 
customers purchase GE chromatography products  and Danaher/Pall filters for their 
bioprocessing operations. 
(478)  The Commission Guidelines on the assessment of non- horizontal mergers ( “Non-
Horizontal Merger Guidelines ”)315 recognise that “ conglomerate mergers in the 
majority of circumstances will not lead to any co mpetition problems,”  while noting 
that “in certain specific cases there may be harm to competition”316 In particular, the 
Non-Horizontal Merger Guidelines indicate that the “ main concern in the context of 
conglomerate mergers is that of foreclosure ”.317 They also stress that the 
combination of products in related markets is “ a common practice that often ha[s] 
no anticompetitive consequences ” because companies engage in such practices “in 
order to provide their customers with better products or offerings in cost -effective 
ways ”.318  
(479)  Nevertheless, in certain circumstances, this practice “ may lead to a reduction in 
actual or potential rivals ’ ability or incentive to compete. This may reduce the 
competitive pressure on the merged entity, allowing it to increase  prices ”.319 In 
particular, “[i]n order to be able to foreclose competitors, the new entity must have a 
significant degree of market power, which does not necessarily amount to 
dominance, in one of the markets concerned ”.320 
(480)  The Non- Horizontal Merger Guideline s clarify the framework of assessment of such 
practice: “[i]n assessing the likelihood of such a scenario, the Commission 
examines, first, whether the merged firm would have the ability to foreclose its 
rivals, second, whether it would have the economic incentive to do so and, third, 
whether a foreclosure strategy would have a significant detrimental effect on 
                                                 
315 Commission Guidelines on the asse ssment of non -horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings, OJ C 265, 18.10.2008, p. 6.  
316 Non-Horizontal Merger Guidelines, paragraph 92.  
317 Non-Horizontal Merger Guidelines, paragraph 93.  
318 Non-Horizontal Merger Guidelines, paragraph 93.  
319 Non-Horizontal Merger Guidelines, paragraphs 91 and 93.  
320 Non-Horizontal Merger Guidelines, paragraph 99.  
 
89 competition, thus causing harm to consumers. In practice, these factors are often 
examined together ”.321  
(481)  In doing so, the Commission typically disting uishes three different types of 
practices: mixed bundling, pure bundling and tying. “ Mixed bundling ” usually refers 
to a situation where a company offers and prices together, as a bundle, several 
products and, at the same time, offers and prices the same product individually. 
“Pure bundling ” refers to a situation where a company offers and prices several 
products only together in a bundle, and does not offer them individually. Eventually, 
“tying ” refers to a situation in which customers that purchase one good, the tying 
good; are also required to purchase another good, the tied good, from the same 
company, and not from alternative suppliers.  
(482)  These practices can be implemented through various means. Rebates, when made 
dependent on the purchase of other goods, may be considered a form of mixed 
bundling. Tying can take the form of technical tying, by which the tying product will 
only work with the tied one, or can result from contractual terms, which would 
specify that a customer purchasing the tying good undert akes only to purchase the 
tied good from the sam izee company.  
(483)  In the course of its investigation, the Commission received two complaints partly or 
entirely focused on con glomerate effects. One complainant  explained  that “[i]n the 
therapeutic pipeline dimension, [ … it ] is concerned that because GE ’s ÄKTA™ 
purification chromatography platform dominates the market as a process 
development tool, the potential combination of Danaher ’s technologies with that 
platform could represent a limitation of customer choic e at exactly the point where 
customers are locking in their product choices for future production. This potential 
bundling would prevent other suppliers from competing in the pipeline ” (original 
emphasis).322  
(484)  Another complainant expressed concerns  that “the merged entity would force it to 
purchase Danaher ’s chromatography filters alongside GE ’s Protein A resin. […] 
GE does not manufacture chromatography filters, and [the complainant] currently 
has a choice between Danaher and Sartorius as the two viable suppliers of these 
specific filters. Therefore, such a bundling and tying strategy would foreclose 
Sartorius and leave with no choice in chromatography filters. [The complainant] is 
also concerned about such bundling and tying and the consequent foreclosure ef fect 
more broadly, for example, for other filters and related consumables ”.323 These 
concerns arise “from the must -have nature of GE ’s Protein A ”.324 This complaint 
was supported by an economic model commissioned to Oxera entitled “ Analysis of 
the incentives o f the merged entity to bundle ” (“Oxera report ”) that aimed at 
assessing “the merged entity ’s incentives to adopt different bundling strategies, in 
light of their market shares and margins from different products ”.325 
(485)  For the convenience  of the description, this decision assesses separately possible 
anticompetitive effects resulting from bundling practices and from (technical) tying 
                                                 
321 Non-Horizontal Merger Guidelines, paragraph 94.  
322  Doc ID474.  
323  Report entitled “Analysis of the incentives of the merged entity to bundle” (Doc ID2571), paragraph 1.2.  
324  Report entitled “Analysis of the incentives of the merged entity to bundle” (Doc ID2571), paragraph 1.3.  
325  Oxera report (Doc ID2571), paragraph 1.7 as well as sections 2 and 3.  
 
90 practices. In doing so, the Commission assesses the ability and the incentives of the 
merged entity to enga ge in such practices post -Transaction.  
4.9.2. Bundling 
(486)  The Notifying Party argue s that the Transaction will not give rise to anticompetitive 
conglomerate effects . The arguments put forward to support this conclusion are, in 
summary, the following:326 (i) none of t he Parties currently bundle products to any 
substantive extent; (ii)  the merged entity will not have the ability to foreclose rival 
suppliers through bundling; (iii)  the merged entity will not have the incentives to 
foreclose rivals through bundling; and ( iv) a foreclosure strategy through bundling 
would not succeed in producing anticompetitive effect.  
(487)  In order to assess the likelihood of anticompetitive conglomerate effects and test the 
Notifying Party ’s arguments, t he Commission conducted an extensive investigation 
related to the ability and incentive by the merged entity to engage in such practices.  
It held numerous interviews  with customers and competitors, including the two 
complainants, in particular, in order to verify the claims made by these market 
participants and the Parties . A market investigation has been carried out by means  of 
written questionnaires pursuant to A rticle 11(2) of the EUMR. The Commission  
further obtained non -confidential versions of the above -mentioned complaints and 
provided the Notifying Party with an opportunity to comment  on them . 
(488)  As a starting point, the Commission considers that with market shares systematically 
[50-60]% and in some cases, [60- 70] or even [70 -80]%, GE already holds both at 
worldwide level and EEA level a  [market position ] in the various types of 
chromatography resins, which is at this stage indicative of [GE’s market position]  – 
see paragraph (412) . Thus, it has to be assessed whether post -Transaction, the 
merged entity would have the ability and the incentives to leverage [GE’s market 
position] . The Commission understands  that chromatography is used in downstream 
bioprocessing, which uses different forms of biofiltration  processes. Thus, the 
Commission considers that these markets can be considered as closely related  and 
are therefore the most likely candidates for bundling  practices . Moreover, as  
mentioned above, one of the complainants voiced the fea r that the merged entity 
would engage in bundling its chromatography resins, in particular protein A , with 
chromatography filters or other types of filter consumables used in the downstream 
process.   
4.9.2.1. Ability to bundle  
(489)  In this respect,  the Notifying Party f irstly submits that none of the Parties currently 
bundle products to any substantive extent. While each of the Parties offer and sell 
multiple products to their customers, and therefore would be in a position to bundle 
some of these products, “ the Parties do not engage in contractual bundling, nor do 
they offer as a matter of policy discounts conditional on the customer buying 
multiple products ”, resulting [Parties’ sales strategy] .327 
                                                 
326  Form CO, chapter 10.  
327  Form CO, paragraphs 3739 and 3740.  
 
91 (490)  Secondly, despite [GE’s market position] , according to the Notifying Party, the 
merged entity will not have the ability to foreclose rival suppliers through bundling 
for the following reasons:328 
(a) “There are no real ‘ must have ’ products in bioprocessing, making it difficult 
to leverage any strength from a market to another ”;  
(b) “Customers typically purchase products for each bioprocessing step 
separately, making it difficult to offer bundled sales ”;  
(c) “Bioprocessing procurement often involves independent decision makers 
across each step, which reduces the effectiveness of any bundling strategy ”;  
(d) “Customers often evaluate several competing solutions, resulting in intense 
competition in each bioprocessing step [and d]ecision- makers typically have 
strong preferences for sourcing the product best suited to their technical 
requirements , and are unlikely to change their decision in order to obtain a 
discount on another product ”; and  
(e) “Customers often make their selection decisions at different points in time, 
which [...] makes it difficult to bundle products ”. 
(491)  As regards the lack of “must have ”, the Notifying Party explains that, “ [o]n an ex -
ante basis, i.e. before the process for producing a biologic is specified, there are no 
‘must have ’ products, as – for each product – customers have multiple choices from 
credible vendors, typically i ncluding, in addition to the parties, ThermoFisher, 
Merck (MilliporeSigma), Sartorius and Repligen. Moreover, for specific areas there 
also exist more narrowly -focused venders […] ”.329 GE thus “considers that there are 
credible ex- ante alternatives for its products ”,330 even for the supply of Protein A 
resins where GE has high market shares and Danaher “ considers that there is no 
product in Pass ’s portfolio that is ex -ante a ‘ must have ’ product ”.331 
(492)  The market feedback is inconclusive as regards the presence of must -have products, 
from either the Parties or their competitors. While a large number of customers who 
expressed an opinion on this point  have listed several products as must -have, it 
appears that these have been interpreted as not interchangeable due to the lock -in 
effect that occurs for a large number of products once it has been selected for usage 
in the bioprocessing production process or once this process is set in place, 
irrespective of the market power of the supplier of that product and thereto 
applicable to any supplier of these products , as exemplified by statements such as : 
“[b]ecause the company is single source and it is difficult to switch supplier ” or 
“[a]ll components have been qualified and are included in registered, commercial 
processes ”. Other  customer s provide clearer statements  on whether they consider the 
Parties ’ products as must have: “ there are no alternatives in term of performance ”; 
or whether they do not: “there are other companies offering similar products ”; “are 
considered must  haves but not necessarily from the parties ”; “[a]lthough it takes 
                                                 
328  Form CO, paragraph 3772.  
329  Form CO, paragraph 3774.  
330  Form CO, paragraph 3779.  
331  Form CO, paragraph 3778.  
 
92 time, the products are interchangeable ”; “[n]one are truly unique and 
irreplaceable ”; “[t]here are no ‘ must have ’ products in our view ”.332 
(493)  As regards customers ’ purchase patterns and procure ment processes,  the Notifying 
Party submits that customers typically purchase products for each bioprocessing step 
separately. In this regard, the Notifying Party submits customers ’ business cases  
collected from the Parties showing that in […] % of cases, customers purchased 
separately in each step. The Commission notes however that it appears that […]  of 
medium -sized customers in fact did not purchase all steps separately, although it 
generally also recogni ses that , given that  the sample size is small (for customers 
overall and then naturally even more when segmenting) , it is difficult to infer general 
conclusions from these business cases .333  
(494)  As for bioprocessing filtration and chromatography, which are Danaher and GE ’s 
respectively strongest areas, the Notifying Party submits that such products are not 
often purchased together. [GE’s sales] . In addition, both areas mostly are represented 
[GE’s sales]  (accounting for  […] % and […] % by count respectively).334 
(495)  A majority of customers who expressed an opinion on this point confirmed that most 
purchases (or requests for quotations) concerned single products or products for a 
specific step in the bioprocessing production chain (for instance for chromatography 
hardware and consum ables).335 This seems to validate the Notifying Party’s claim in 
this respect . 
(496)  The Notifying Party also argues  that, typically , different actors are responsible for 
purchasing different products used in the bioprocessing production process. Large 
customers w ould have different technical teams for upstream and downstream 
processes, and may further differentiate across technologies.  
(497)  The market investigation, based on customer feedback, confirms that mostly 
different actors are responsible for the upstream and downstream processes, although 
mostly the same people are responsible within the upstream or downstream parts, 
and overall, in a majority of cases, there are persons/teams responsible for 
purchasing decisions for more than one step in the bioprocessing wor kflow.336 For 
bioprocessing filtration and chromatography products in specific, a large majority of 
customers who expressed an opinion on this point indicate that purchasing decisions 
are made by the same people/teams.337 
(498)  As regards customers ’ evaluation and preferences, the Notifying Party stipulates that 
decision makers typically have strong preferences for sourcing the product that is 
best suited to their technical requirements  and that price is not the primary factor in 
purchasing decisions. Customers evaluate a number of options. The financial impact 
of even a limited loss in productivity from using sub- optimal solutions would 
substantially outweigh any discount offered by suppliers as this could result in 
                                                 
332  Questionnaire Q1, questions B12 and B13.  
333  Form CO, table 264.  
334  Form CO, tables  260 and 261.  
335  Questionnaire Q1, question B.4.  
336  Questionnaire Q1, question B.5.  
337  Questionnaire Q1, question B.6.  
 
93 significant delays in the product coming to market, or in productivity losses. 
[Danaher’s sales strategy and customer preferences]338. 
(499)  The market investigation generally confirms this, as both customers and competitors 
who expressed an opinion on this point consider that product quality (including 
technical fit) and supply chain reliability are the most important purchasing 
parameters. The product price is clearly less important than those two parameters.339  
(500)  The importance of finding the best technical fit for a bioprocessing product is 
generally confirmed by customers and competitors  who expressed an opinion on this 
point . Choosing a product with possibly lower productivity would unlikely be 
compensated by other gains (such as lower purchase price or discounts): “ [q]uality 
and production yield typically outwei gh any lower purchasing price offered” ; “it is 
never compensated by other gains ”; “[l]ower productivity has a much higher impact 
than reduced purchase price ”; “[d]ifficult to assess. As standard, a loss in yield, 
even of less than 1% can impact costs more than a possible reduction in purchased 
material pricing. Time to market may not be a benefit if the product cost is higher 
due to lower yields ”. This may however also depend on the particular case : “[t]rade 
offs are always evaluated. We judge each opportunity based on multiple factors than 
make the most business sense for a given situation” .340 
(501)  Aiming to purchase the “best in class ” and maintaining flexibility are considered as 
the as drivers for the “mix-and-match ” approach that today characteri ses the indus try 
to some extent : “we are seeking the best solution for each element of the process ”; 
“[t]his approach in based on the need of fitting the hardware in the manufacturing 
suite with the highest efficiency. Said efficiency depends on both economical and 
technical needs ”.341 Indeed, customers and competitors who expressed an opinion on 
this point confirm that it is generally possible to combine hardware components from 
different suppliers, as well as hardware and consumables from different suppliers.342  
(502)  As re gards the timing of purchasing decisions, roughly half of customers who 
expressed an opinion on this point indicate that decisions with regards to 
chromatography and bioprocessing filtration are made at a similar point in time.343 
This does not support the picture put forth by the Notifying Party , who claim s that 
these decisions are typically been made at different points in time. The majority of 
the competitors who expressed an opinion on this point  however support the 
Notifying Party ’s view that the respect ive purchasing decisions are made at different 
points in time.344 The explanations provided vary significantly. That being said, from 
the market feedback, it appears that for chromatography, hardware is mostly chosen 
at the clinical or scale- up manufacturing  stage, while consumables are mostly chosen 
at the drug discovery and pre -clinical stage. For DFF filtration, it seems that systems 
are typically chosen at the clinical or scale- up manufacturing stage, but customers 
and competitors do not agree on DFF cons umables where customers say that these 
                                                 
338  Form CO paragraphs 3824- 3825 and table 267: [Danaher’s sales strategy and customer preferences] . 
339  Questionnaire Q1, question B.1 and questionnaire Q3, question B.1.  
340  Questionnaire Q1, question B.3 and questionnaire Q3, question B.3.  
341  Questionnaire Q1, question B.9.1  
342  Questionnaire Q1, question B.9 and questionnaire Q3, question B.9.  
343  Questionnaire Q1, question B.6.2.  
344  Questionnaire Q3, question B.6.2.  
 
94 are also chosen at the clinical or scale -up manufacturing stage while competitors 
mostly say that these are chosen at the drug discovery and pre -clinical stage.345 
(503)  In light of the results of the market investigation, the Commission considers that the 
arguments of the Notifying Party appear pertinent as regards (i)  the separate 
purchasing of different bioprocessing products ; and (ii)  the importance of quality and 
the “best technical fit” for purchasing decisions. The picture is however somewhat 
more mixed as regards the claims that (i)  there are no real ‘must have’ products in 
bioprocessing ; (ii) the identity of decision makers for purchasing decisions 
concerning the downstream processing comprising chromatography and filtration is 
different ; and that (iii)  those decisions are being taken at different points in time. 
(504)  In any event, a large majority of customers who expressed an opinion on this point 
indicates that the Parties or their competitors did not attempt to lever age must -have 
products to enhance sales of other products or to enforce less favourable contractual 
terms.346 This clearly supports the Notifying Party’s claim in this respect.  
(505)  Moreover, the Commission notes that overall, a majority of customers who 
express ed an opinion on this point  does not consider that it would be a successful 
and profitable strategy for the merged entity to leverage GE’s market position in 
chromatography into other areas by conditioning the sale of chromatography 
products on the sale of  other products (pure bundling). For example, a customer 
clarified that “ [p]roducts even though they may be similar may not be identical to 
what customers already use or need and so technically this strategy would cause 
major issues and negative feedback t o GE so it’s unlikely they would pursue it ” 
Moreover, another customer indicated that: “ [o]ur experience to date would suggest 
that the market would not support this strategy ”. Another customer also emphasi sed 
that: “ [w]e do not like to be locked into products because of unforeseen technical 
issues and/or price destabilization. So if there was some kind of tie between the 
current supply of GE’s chrom products to PALL’s product, this would be far too 
risky ”.347  
(506)  Moreover, a majority of customers who expressed an opinion on this point would not 
accept the merged entity forcing them to buy all of the merged entity’s products for a 
certain production steps or the entire bioprocessing workflow, and state that, if faced 
with such situation, they would switch supplie r. This seems to be driven by 
customers’ needs to be able to pick individual components from different suppliers 
that work optimally for their production process, as exemplified by the following 
statements:  
(a) “I would not be pushed into using products for n ew processes which are not 
the most suitable for the process. As now we would test different skids and 
materials and choose the best ones for our process  and product regardless of 
the supplier. If a company tried to force us to use only their products then we 
would avoid working with them unless they agreed that we can combine 
products from mutiple suppliers ”;  
                                                 
345  Questionnaires Q1 and Q3, question B.7.  
346  Questionnaire Q1, question I.2.  
347  Questionnaire Q1, questions I.6.1, I.6.1.1, 1.6.2 and I.6.2.1.  
 
95 (b) “We only buy the products we are interested in because we want to use the 
most suitable product  for each process. In new projects we would not accept 
requirements to force us to buy the full portfolio instead of just cherry 
picking the product we are interested in”;  
(c) “We seek to source and implement technologies that offer best in class 
performance  for our processes. We do not want to be tied to a single set of 
products from a single supplier that may not be the best performance for our 
process ”;  
(d) “For new processes there isn’t a typical constraint so we can choose 
alternative suppliers ”;  
(e) “We would resist any attempt to be influenced or directed to a single vendor 
option. However, the technical realities may be that in some cases we will 
have no option. In such instances we are likely to develop alternates over 
time to ensure we address any such vulnerabilities ”;  
(f) “We will rely on these suppliers and products for many years to come and we 
do not need to be forced into use of it’s products (or those of the merged 
entity). The supplier does not tell us what we can and cannot use nor do they 
have a way to enforce this . We would likely go to another supplie r very 
quickly to avoid predatory behavior ”348 (emphasis added).  
(507)  As regards mixed bundling, the Commission notes that a majority of competitors 
who expressed an opinion on this point takes the view that the merged entity could 
successfully leverage its position in chromatography into other areas by granting 
specific rebates. While also a majority of customers who expressed an opinion on 
this point considers that the merged entity could  leverage its strength in 
chromatography by offering discounts on combined purchases of chromatography 
and filtration products, customers nevertheless indicat e that the acceptance of this 
practice would be conditional on the technical fit of the products. This feedback is in 
line with the high importance of quality and best technical fit for purchasing 
decisions in the bioprocessing sector. Two major customers underline though that 
the selection of products does not only depend on price.349.350  
(508)  In light of the  foregoing, and considering all elements in the file, the Commission 
considers that the merged entity will not have the ability to leverage its market 
position in chromatography resins by pure or mixed bundling practices.  
4.9.2.2. Incentives to bundle  
(509)  According to the Notifying Party, the merged entity will not have the incentives to 
foreclose rivals through bundling. Indeed, according to the Notifying Party, “ [t]he 
proportion of customers who would take the bundle [ for example  of Protein A resin 
and DFF consumables ] is likely going to be limited […]  given that many customers 
will have a strong preference for a ‘ best of breed’  product which best suits their 
specific technical processing needs […] ”.351 For these reasons, [GE’s price structure 
                                                 
348  Questionnaire Q1, questions I.7, I.7.1, I.8 and I.8.1.  
349  Questionnaire Q1 , questions I.6.2 and I.6.2.1.  
350  Questionnaire Q1, question I.5.2.  
351  Form CO, paragraph 3853.  
 
96 and sales strategy]352 and [Danaher’s price structure] .353 The Notifying Party 
concludes that [GE’s price structure and sales strategy] .354 
(510)  This is generally confirmed in the market investigation . As indicated above in 
paragraph (500) , customers and competitors who expressed an opinion on this point 
generally confirm the importance of finding the best technical fit for a bioprocessing 
product, with quality (including best technical f it) and supply chain reliability being 
considered by customers who expressed an opinion on this point to be more 
important than price considerations. Furthermore, competitors who expressed an 
opinion on this point also confirm the relatively high level of margins in 
chromatography resins and filtration  consumables who indicated their margins for 
these products, as described in paragraph (529)  below.  
(511)  However , a complainant submitted a report by Oxera assessing  the incentives of the 
merged entity to bundle. The report  “set[s] out an economic model of the merged 
entity ’s incentives to adopt different bundling strategies, in light of their market 
shares a nd margins from different products. [It] focus[es] on the possibility of 
bundling of Danaher ’s chromatography filters [referred to as ion exchange 
membrane in this decision] with GE ’s Protein A (for new products) ”.355  
(512)  The report compares  the merged entity ’s gains between the current situation, in 
which Protein A and ion exchange membranes  are sold separately, and two different 
scenari i: a pure bundling scenario in which the merged entity would sell exclusively  
the two products in a bundle; and a specific mixed bundling scenario in which the 
merged entity would “ increase the stand- alone price of Protein A in order to 
incentivise customers to buy the bundle with Danaher ’s chromatography filters  [that 
is, ion exchange membranes] ”.356 In doing so, the report assumes that the merged 
entity has the ability to implement such strategies.  
(513)  In the  complainant ’s specific mixed bundling scenario, by increasing its price of 
Protein A, the merged entity would face the following trade -off between :357 
(a) an increase in profits on the supply of Protein A from customers that will 
maintain their purchase of Protein A from the merged entity and of ion 
exchange membranes  from a competitor; 
(b) an increase of profits on the supply of ion exchange membranes , as some 
customers that chose the merged entity ’s Protein A and a competitor ’s ion 
exchange membrane will now buy the ion exchange membrane  proposed in 
the bundle; and  
(c) a decrease in  profits from customers deciding to select an alternative supplier.  
                                                 
352  Form CO, paragraph 3852.  
353  Form CO, paragraph 3854.  
354  Form CO, paragraph 3852.  
355  Oxera report, paragraph 1.7.  
356  Oxera report, paragraph 3.1.  
357  In essence, the model analyses the marginal incentive for the merged entity to increase the stand -alone 
price of Protein A while keeping the price of the bundle at pre- merger levels. In particular, the model 
calculates an index that is similar to the Gross  Upward Pricing Pressure Index (GUPPI), which is used to 
estimate the incentive of the merging parties to increase prices post -merger.  
 
97 (514)  The report estimates the overall gain  that could be derived from this specific mixed 
bundling scenario and concludes that, for level of gross margins of 70- 80% for 
Protein A and 50- 70% for ion exchange membranes , and for market shares around 
90% for Protein A and 40- 60% for ion exchange membranes , the merged entity 
would always have an incentive to engage into such practice .  
(515)  The Commission first notes that the specific mixed bundling scenario described by 
the complainant does not fully reflect the incentives of the merged entity  for the 
pricing of these two products . This scenario assesses only the indirect unilateral 
effect resulting from the competition between the bundle and one of its component 
and it ignores the possible complementarity of the bundled products. For 
complementary goods, a reduction in price of one of the product will increase its 
demand as well as the one of its complement. As the merged entity would benefit 
from this increase in demand in the complementary good, it has an incentive to lower 
the price of such goods. When assessing mixed bundling practices for 
complementary goods, the economic literature supports the fact that the price of the 
bundle tends  to decrease because of the internalization of their complementarity.  
(516)  Moreover, the Commission also notes that t here are several assumptions and factors  
that drive these results , in particular : (i) the assumption that the commercial 
interactions between the merged entity and its customers are limited to these two 
products , and therefore gains and losses from such practi ces need to be assessed on 
these two products only ; (ii)  the assumption that the merged entity can price 
discriminate customers on the basis of the application they buy the products for; 
(iii) the assumption that the merged entity would price the bundle at the sum of pre -
Transaction prices  of the individual products, and therefore that the merged entity  
would not use the price of the bundle  to optimi se its strategy ; (iv) the proportion of 
usage of Protein A and ion exchange membranes  by customers , which is assumed to 
be one unit of Protein A for one unit of ion exchange membrane; ( v) the level of 
diversion ratios for ion exchange membranes , which are assumed to be driven by the 
current level of market shares ; and ( vi) the level of profit margin earned on the ion 
exchange membranes .  
(517)  The Notifying Party commissioned Compass Lexecon to review both the pure 
bundling and mixed bundling scenario discussed in the Oxera report  (“Compass 
Lexecon report ”).358 For both the pure bundling and the  specific mixed bundling 
scenario , the Notifying Party challenges  most of the assumptions  listed above .  
(518)  In particular, the Notifying Party  disputes that, as assumed by the complainant, the 
merged entity would be able to “ sell Protein A as a standalone product to a 
customer for processes which do not use ion exchange membranes, but would refuse 
to supply standalone Protein A to that same customer for processes which do use ion 
exchange membranes (instead insisting upon a tie of Protein A and ion exchange  
membranes) ”.359 Indeed, this would require a drastic change in the contractual 
framework currently used by the Parties. It would also be “ difficult for the merged 
entity to monitor the process in which specific purchases of Protein A were used, as 
                                                 
358  Compass Lexecon report “Comments on Oxera’s analysis of incentives to bundle”, dated 22 November 
2019 (Doc ID2595).  
359  Compass Lexecon report, paragraph 4.5.  
 
98 – absent inspection rights which the customers would be unlikely to grant – the 
merged entity would need to rely on the customer ’s representation” .360  
(519)  In the absence of the ability to price discriminate, a pure bundling strategy would 
have to be implemented on all t he merged entity ’s sales of Protein A. In such 
context, using the model developed by the complainant but correcting the proportion 
of usage (in value) between Protein A and ion exchange membranes from 1.17 to 1 , 
used by the complainant,  to […], based on the relative value of these markets,361 the 
Notifying Party shows that there is no incentives to engage in pure bundling  
practices .  
(520)  The Commission indeed notes that the market for Protein A is significantly ( [value 
of the market] , worldwide) larger than that of ion exchange membranes.  
(521)  The Notifying Party also argues that “customers have significant buyer power and 
have the ability to retaliate against an attempt by the merged entity to tie or bundle. 
This is because customers purchase multiple products from G E and Pall, in each 
case with many viable alternatives ”.362 In support of this submission, the Notifying 
Party “estimate[s] the proportion of the Parties ’ sales which are at risk of retaliation 
by the customers ” and shows that , “on average, [GE’s cust omers purchases and 
quantities sold] .363 The Notifying Party indicates  that this percentage is significantly 
understated due to data limitations.  
(522)  On the argument related to buyer power, t he Commission notes that a significant 
share of the Parties’ revenues are mad e by few “ large, highly knowledgeable, and 
sophisticated companies, often with strong global presence [: …] [Danaher ’s 
customers purchases and quantities sold] .364 Nevertheless, while these customers 
enjoy, by their characteristics, some level of buyer power , other customers, for 
example smaller or less knowledgeable customers , might not , arguably,  benefit from 
similar level of buyer power.   
(523)  The Commission  notes that, pre -Transaction, GE [GE’s market position]  in 
chromatography resins (see section 4.6.3.4)  and that GE’s product portfolio is 
already substantial. In particular,  GE is also active in neighbouring markets of 
chromatography resins. Am ongst those, t he Notifying Party identifies five markets  in 
which GE’s  market shares and margins are similar to those of  Danaher in the most 
likely candidates for bundling: ion exchange membranes and  bioprocess filtration .365 
For example, GE supplies ion exc hange resins, which can also be used for mAb 
polishing like ion exchange membranes. According to the Notifying Party, GE has a 
share of [50- 60]-[60-70]% in ion exchange resins generally,366 with a worldwide 
market value of USD […]  and a standard margin of […] %,367 while  GE controls  a 
                                                 
360  Compass Lexecon report, paragraph 4.6.  
361  Compass Lexecon report, paragraph 4.1: “ The Oxera paper does not account for the fact that the Protein 
A market is significantly larger than the market for ion exchange m embranes. As described in the Form 
CO [in tables 129 and 145], [value of the market] . The Oxera paper’s analysis instead assumes that the 
ratio of the value of Protein A to the value of ion exchange membranes is 1.17:1” . 
362  Compass Lexecon report, paragraph 2.11.  
363  [GE’s customers purchases and quantities sold] . 
364  Form CO, paragraph 3881.  
365  Compass Lexecon report, paragraphs 3.7- 3.8 and annex 2.  
366  Form CO, paragraph 1895 and Compass Lexecon report, paragraph 3.2.  
367  Form CO, table 133 and Compas s Lexecon report, paragraph 3.2.  
 
99 […] share in ion exchange resins used for mAb polishing. Against this background, 
GE368 and GE’s customers  who expressed an opinion on this point369 state that GE 
does not currently engage in bundling practices . Therefore , pre-Transa ction, GE does 
lack the ability and/or the incentives to bundle its products in the bioprocessing 
sector  for all its customers . 
(524)  The Transaction will bring together GE’s product portfolio and Danaher ’s product 
portfolio. As indicated in paragraph (488) above , the most likely candi dates for 
bundling practices are chromatography filters or other types of filter consumables . In 
these markets, Danaher has similar market positions and margins than GE currently 
enjoys other closely related markets. As GE  lacks the ability and/or incentives to 
engage into bundling practices  on these closealy related markets,  it is likely that the 
merged entity will also lack the ability and/or incentives to engage in bundling GE 
chromatography resins and chromatography filters and other types of filter 
consumables . 
(525)  In light of the foregoing  and all information available to it, the Commission 
considers that the merge d entity will not have the incentives to leverage its market 
position in chromatography resins by pure or mixed bundling practices.  
4.9.2.3. Effect on competition  
(526)  The Notifying Party  submits  that a foreclosure strategy through bundling would not 
succeed in pr oducing anticompetitive effects  by reference to  the following 
elements :370 
(a) “existing rivals have counted -strategies available to them ”; 
(b) “customer ’s buyer power would prevent any anticompetitive effect from 
materialising ”; and  
(c) “a tying or bundling strategy could not force rival suppliers out of the 
market ”. 
(527)  In particular, a s regards the rival ’s counter -strategies, the Notifying Party notes that 
“Sartorius and Merck Millipore have more complete offerings than the Parties and 
could therefore offer competing bundles of  products ”.371 According to the Notifying 
Party, Sartorius has announced to the  public to provide “complete offerings in 
filtration, fluid management and fermentation, a 25% complete offering in 
purification and a 75% complete offering in cell culture media […and the Parties] 
would thus be in a similar or less complete position compared to Sartorius and 
Merck ”.372 
(528)  The above submissions are consistent with the findings from the Commission’s 
investigation. In particular, several of the merged entity ’s competitors  offer a  large 
portfolio of products in the bioprocessing sector . This suggests  that they could 
                                                 
368  Form CO, paragraph 3765 and Compass Lexecon report, paragraphs 3.1- 3.2. 
369  Questionnaire Q1, question I.2.  
370  Form CO, paragraph 3857.  
371  Form CO, paragraph 3860.  
372  Form CO, paragraphs 3862- 3863.  
 
100 provide competing bundles to the merged entity, should the merge entity engage into 
such practice.  
(529)  The Commission also notes that suppliers in this industry experience high levels of 
profit margins for chromatography resins and filtration consumables.373 Such level 
of margin generally appears to be  sufficiently high to leave margin for rebates, in 
particu lar should the merged entity engage in bundling practices .  
(530)  Moreover, the Commission notes that several respondents to the market 
investigation also indicated that competitors to the merged entity could resort to  
improving quality and reducing prices  as a counterstrategy  that would reduce the 
attractiveness of any bundles by the merged entity.  As one customer put it, 
competitors could offer “ products or services that are competitive technically and in 
price” . Another customer explained that  “best ways  will be to increase innovation 
and be less expensive”.374 Similar ly, several competitors considered the focus on 
higher quality product as a key element for a counter strategy. A ccording to a  
competitor, competition was possible “ [b]y developing and supplyi ng superior 
performance products ”.375 Another competitor explained: “ Small to medium sized 
companies can compete with better service, support lead times and last but not least 
better performing products with lower cost of ownership” .376 
4.9.2.4. Conclusion on bundling  
(531)  In light of above considerations  as well as all evidence available to it , the 
Commission concludes that the Transaction does not give rise to serious doubts as to 
its compatibility with the internal market or the functioning of the EEA Agreement 
with regar d to conglomerate effect s from  pure and mixed bundling. 
4.9.3. Technical t ying 
(532)  When a supplier engage s in tying  practices , customers who  purchase a ( tying)  good 
are also required to purchase another good (the tied good). Typically, the tying good 
would be a product in which the seller has a strong market position which it tries to 
leverage to market of the tied good.  
(533)  For t he Notifying Party , the merged entit y will not have the incentive to foreclose 
rival suppliers through tying.377 Its arguments are, overall , similar to those it makes 
in respect to bundling. The Notifying Party also note s that “the large majority of 
conventional bioprocessing products are inte roperable, and the scope for any 
potential technical tying is very limited. In particular, the only conventional 
products that are not agnostic regarding the supplier of complements are, typically, 
consumables bags for bioreactors and mixers, and flow kits  for single use 
chromatography skids and filtration systems ”.378  
                                                 
373  Questionnaire Q3, qu estion I.1.  
374  Questionnaire Q1, question I.6.3.  
375  Questionnaire Q3, question I.5.3.  
376  Questionnaire Q3, question I.5.3.  
377  Form CO, chapter 10, sections C, D, E and F.  
378  Form CO, paragraph 3731.  
 
101 (534)  The Commission received a complaint related to tying practices  in relation to  
Unicorn, GE’s proprietary operating software which is common to GE’s Äkta 
product offering.379 
(535)  The Commission notes that the areas where the Parties are active are characteri sed 
by a large degree of interoperability, both in between product areas as well as 
between hardware and consumables. This seems to be driven by the “mix -and-
match” approach by customers who aim to purchase the “best in class” products that 
accommodate thei r needs for individual steps of the bioprocessing workflow (as 
described in paragraph (501) ). On the basis of this and absence of  other evidence that 
would suggest the contrary, the Commission does not find general concerns for 
technical tying. As regards merger specificity, the Commission notes that the 
proposed Transaction brings together GE’s strength in chromatography with 
Danaher’s portfolio of bioprocessing filtr ation. Given also the specific complaint in 
this regard, the Commission has further assessed this area. T his section will focus on 
the assessment of the possible technical tie of lab -scale chromatography and 
filtration systems.  
(536)  The usage of chromatography resins and columns require customers to program a 
chromatography method. [GE’s products and know -how] . For process scales, while 
the consumables may be different, the technologies are identical, and in turn can also 
influence the choice of large scale syst ems.  
(537)  According to the complainant, GE has a very strong position in lab- scale 
chromatography systems  and it has leveraged this strength in lab -scale systems . This 
resulted, according to the complainant, in GE  obtain ing very high market shares in 
chromatog raphy consumables and hardware. Post-Transaction , the complainant 
argue s that the merged entity would exten d these prac tices to Danaher ’s filtration 
offering in the lab -scale instrumentation. As a result, the merged entity ’s products 
would become the defau lt choices for customers in early stages of the development 
of new production processes . Moreover , as customers generally experience 
difficulties to switch products in a production process, GE’s strength in lab -scale 
systems would be transferred to process -scale production processes.  
(538)  The complainant argue s that such a strategy could be implemented by designing 
Danaher ’s filtration products to work with GEs Äkta platform, whereby the Äkta 
instrument would similarly have the pre -loaded recipes for these products. This 
would require the following modifications: (i ) modifying Danaher ’s filtration 
products to match the input connections to the Äkta device ; (ii) modif ying GE’s 
pumps and plumbing on the Äkta device to work with filtration;  and (iii)  creatin g 
pre-loaded Unicorn methods to operate filtration experiments. The complainant  
estimates that it would take roughly 3 years for this mechanism to materialis e as a 
technical offering and 7 -10 years for the  financial effects to be reali sed. 
(539)  The Commission unde rstands that the proposed theory of harm would require, inter 
alia, (i) a meaningful difference for customers to use GE ’s or the merged party ’s 
resins compared to competitor resins on the Unicorn/Äkta platform ( pre- or post -
Transaction) ; that (ii) this pre -loading would similarly be required for filtration ; 
(iii) the ability and incentive for the merged entity to develop a single system for 
                                                 
379  Doc ID474, Doc ID859, Doc ID949.  
 
102 chromatography and filtration ; that (iv ) the parties would no longer sell a stand- alone 
device;  and that (v ) competitors would not have countervailing strategies.  
(540)  In relation  to this complaint, the Notifying Party has brought to the Commission’s 
attention  the following arguments:  
(a) It would be technically challenging to develop a process development system 
that co mbines chromatography and filtration.  
(b) This would in any event not be useful or efficient  as technical challenges to 
combine functionalities would result in too many compromises for usage in 
chromatography.  
(c) The Parties would not have an incentive to only offer such a combined 
system. There would not be substantial customer demand for such a system, 
downtime on chromatography systems are small, and as prices of 
chromatography systems are a multiple of those of filtration system, it would 
be costly to use suc h system only for filtration. The Parties would therefore 
lose a substantial proportion of their current sales (if not most). 
(d) The current practice in terms of pre -loading of settings does not confer any 
significant advantage.  
(e) The Parties would not be able or incentivi sed to close a combined system. 
Customers require lab- scale process development to try different types of 
consumables to optimi se the production process, and would not purchase a 
system that does not allow testing consumables from different suppliers.  
(f) Customers could purchase stand- alone filtration systems from the Parties ’ 
competitors in order to test filtration consumables from other suppliers. 
Furthermore, there is a large installed base of open systems in use today, 
which customers could continue to use. These have service lifetimes often in 
the range of 10 -15 years.  
(541)  Most customers who expressed an opinion on this point  in the market investigation 
indicate that there are no meaningful obstacles in using competitor resins on GE ’s 
Äkta chromato graphy skids with Unicorn software. They for instance indicate that 
“[n]on-GE and GE resins can be used equally well on GE systems using Unicorn 
software ”, that  “[t]he parameters can be easily loaded into the software for non- GE 
resins - this is not an iss ue”, and that, overall, “ [t]his makes almost no difference. 
We routinely use the AKTA and rarely use it in association with GE resins, yet it 
works very well ”.380 Most competitors who expressed an opinion on this point 
agree.381  
(542)  This feedback from market participants is sufficiently concrete to justify doubts 
about the complainant ’s assertion  that GE ’s alleged strength in lab -scale instruments 
has successfully translated into a corresponding strength in consumables and 
subsequentl y in process -scale products. Nonetheless, the market investigation results 
do not, in themselves, exclude that the merged entity could engage post -Transaction 
                                                 
380  Questionnaire Q1, question I.10.  
381  Questionnaire Q3, question I.9.  
 
103 in limiting interoperability. Therefore , the Commission investigated whether the 
merged entity wo uld have the ability and incentive to pursue the strategy set out by 
the complainant.  
(543)  The Commission finds that, w hile customers and competitors who expressed an 
opinion in the market investigation on this point  indicate that parameters also have to 
be loa ded for filtration, this seems to be simpler than for chromatography.382 
Furthermore, it appears that most of these parameters would not be specific to the 
particular filter in use, but rather to the requirements of the customer ’s production 
process . As put by one customer, “some parameters for the use of bioprocess 
filtration consumables do have to be loaded into the software of a filtration skid. For 
example, a filter will often have a maximum differential pressure. If this maximum is 
exceeded, the filter w ill shut off. This maximum will be loaded into the software both 
as a safety feature and to protect the product. Otherwise, nothing further needs to be 
loaded” . Other customers point to the same view:  “parameters tend to be process -
specific for filtration operations (not consumable specific) and these can be readily 
used with any software packages ”; and “[t]he system software is programmed for the 
specific customer ’s process parameters and during the production process, these 
parameters (pressure, flow, tem perature, weight, volume, conductivity, etc.) are 
controlled. No specific filters data are loaded in the software. So, if filters fit the 
installation and if these filters is suitable to the process parameters there is no 
difference from which producer fil ters are used ”.383  
(544)  In light of this, the Commission considers that limiting interoperability could be 
more difficult for filtration consumables than for chromatography resins. 
Considering that GE does not appear to currently engage in limiting interoperability 
of systems for resins, in which it already has a strong position today, the 
Commission has doubts as to the extent to which the addition of Danaher ’s position 
in filtration consumables (which is furthermore less pronounced than GE ’s in res ins) 
would alter the merged entity ’s incentives to limit interoperability post- Transaction 
for filtration (or chromatography, for that matter).  
(545)  Nevertheless, t he Commission notes that a majority of customers and competitors 
who expressed an opinion on this  point consider that the merged entity would 
technically and commercial be able to create a closed hardware system in the next 
five years with chromatography and bioprocessing filtration capabilities that would 
be compatible only with own consumables.384 385 However, the commercial 
prospects of  such a combined and closed system appear to be rather limited.  
(546)  First, the complainant acknowledge s that larger customers typically employ different 
personnel  responsible for chromatography and filtration, and that production steps 
are developed sequentially (first a bioreactor, then products for clarification, 
chromatography, etc.).  The characteristics of the production process are therefore not 
consistent with the use of  such a  device by these customers.  
(547)  Second, while s ome customers indicate that they would be commercially interested 
and/or see added value in a system that combines chromatography and filtration in a 
                                                 
382  Questionnaire Q1, question I.11 and questionnaire Q3, question I.10.  
383  Questionnaire Q1, question I.11.  
384  Questionnaire Q1, I.15, question I.16.  
385  Questionnaire Q3, I.14, question I.15.  
 
104 single machine , most customers would not be interested, or only be interested for 
specific applications . One customer  “[c]an’t imagine that this would be relevant or 
practical ”. Other customers do not see the benefits for their current activities 
(without, however, completely  exclud ing its utility  for some applications ): “[w]e do 
not have a specification at this time where this would be considered an advantage ”, 
“[t]his kind of set -up is not relevant for our research purposes ” and “ [w]e would 
loose flexibility in the R&D processes ” or “ [w]e are not interested in combined 
chromatography and filtration systems in a single machine, at least not in a lab-
scale level where optimisation processes take place and each of the mentioned 
systems need to be independent and versatile ”. Another customer speculates  about 
potential benefits: “[t]his may be interesting for continuous processing but in 
general we would prefer to use separate skids since this gives more flexibility with 
respect to the products and suppliers ”.386 
(548)  The Commission therefore considers that to the extent that there would be 
commercial interest in such a n integrated  device, demand would not be sufficient for 
the merged entity to profitably limit its  offering  to such a device  by discontinuing the 
offering of stand -alone devices  at the same time . Furthermore, to the extent that the 
merged entity  would only offer such a device, the Commission considers it likely 
that customers would use stand- alone devices of competitors . 
(549)  Customers and competitors who expressed an opinion on this point also confirm t hat 
chromatography skids are typically more expensive than bioprocessing filtration 
skids, with “ much more higher [prices] ” according to a customer.387 This is in line 
with the Notifying Party’s submission and therefore also confirms that it would be 
unlikel y for customers to use such system only for filtration. 
(550)  As regards the feasibility of a combined chromatography and filtration skid, 
customers generally consider that such a device is technically feasible, although 
some express reservations that are in lin e with the Notifying Party ’s submission: 
“[t]here would need to be so many different options to allow the use of both 
chromatography and filtration at different scales and with multiple variables that it 
would likely be too cumbersome to use ”. Another customer state that this is  
“[t]echnically feasible but expensive and lengthily across all modalities […] ”. 
Several competitors also consider it feasible and indicate that the development phase 
could take between one  and five years.  Again, some ex press reservations . One 
competitor for instance submitted that “[i]t could work for filtration and membrane 
absorber based chromatography but I don’ t see it working for the conventional 
chrome. Also the price and maintenance on such a machine could be prohibitive. 
Millipore have tried this with SMART Flexready ”.388 
(551)  On the basis of all the available evidence and in light of the above , the Commission 
considers that essential conditions for the theory of harm proposed by the 
complainant are unlikely to materialise .  
                                                 
386  Questionnaire Q1, question I.13.  
387  Questionnaire Q1, question I.14 and questionnaire Q3, question I.13.  
388  Questionnaire Q1, question I.13.1 and questionnaire Q3, question I.12.1.  
 
105 4.9.4. Conclusion on conglomerate effects  
(552)  On balance and in light of above considerations , the Commission concludes that the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement due to  conglomerate 
effects . 
5. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE PARTIES ’ 
ACTIVITIES IN OTHER LIFE SCIENCES RESEAR CH SEGMENTS  
(553)  This section includes the Commission ’s market definition and compe titive 
assessment concerning life science areas outside of bioprocessing where GE and a 
Danaher operating company are active. These life science areas include molecular 
characterisation; microscopy; high -content screening; and laboratory filtration. In 
light of the horizontally overlapping activities of the Parties in these areas, the 
Commission ’s competitive assessment will focus on horizontal non- coordinated 
effects. Given that the products the Parties and their competitors offer are 
differentiated and th e suppliers in the relevant markets have differentiated profiles, 
horizontal coordinated effects are  only briefly assessed at the end of this section. 
5.1. Molecular characterisation  
(554)  Molecular characterisation focuses on the study of characteristics of and int eractions 
between molecules (most often, proteins).389 Molecular characterisation is used in 
various industry sectors, including biotechnology (for the development of biological 
therapeutic drugs); pharmaceuticals (to measure the interaction between large an d 
small molecules); and academia (for various biological research purposes).390  
(555)  Depending on whether the sample studied requires tagging, molecular 
characterisation techniques  can be classified as follows :  
(a) Label -based detection technologies, which use labe ls or tags (foreign 
substances such as dyes) attached to the molecule of interest, to detect 
molecular  presence and measure the relevant molecular properties and  
(b) Label -free ( “LF”) detection techniques, which perform these measurements 
without the aid of labels, based on measurement of the optical, calorimetric, 
electrical, acoustic, or other physical reaction of the sample to various 
stimuli.391 There are two broad categories of commerciali sed LF detection 
systems, (i ) surface plasmon resonance ( “SPR”) syst ems392; and (ii ) non- SPR 
systems which are based on various different technologies. The most 
widespread non -SPR LF technology is bio- layer interferometry (“ BLI”).393 
                                                 
389  Form CO, paragraph 2232.  
390  Form CO, paragraphs 2238- 2245.  
391  Form CO,  paragraph 2246.  
392  SPR systems typically use biosensors made from thin films of gold. Shining incident light on the gold film 
creates an energy field around the biosensor that enables detection of the molecules which bind to the 
biosensor.  
393  BLI systems  are based on an optical analytical technique. They detect biomolecules that are typically 
absorbed to the tips of optical fibers by analysing the interference pattern of white light reflected from two 
surfaces: a layer of immobilised protein to the biosen sor tip and an internal reference layer.  
 
106 (556)  LF detection systems are composed of a main instrument and integrated software. 
They also use consumables (for example, biosensors, various reagents and buffers, 
and microtiter plates).  
5.1.1. Market definition  
5.1.1.1. Product market definition  
(A) Notifying Party ’s arguments  
(557)  The Notifying Party  submit s that there is an overall product market encompassing all 
molecular characterisation systems, irrespective of their technology. The Notifying 
Party  justif ies this by stating that customers use various technologies for common 
applications and that customer preferences are not driven by technology but the 
needs of a specific application.  
(558)  Having said this, the Notifying Party  also provide s detailed information regarding a 
plausible product market including only LF detection systems. However, the 
Notifying Par ty suggest s that a product market definition including all LF detection 
systems would be inconsistent with the fact that there are highly differentiated LF 
technologies, such as SPR and BLI. For this reason, the Notifying Party  takes  the 
view that SPR -based LF detection systems and BLI -based LF detection systems 
constitute two separate (but neighbouring) markets.394  
(559)  Finally, the Notifying Party takes  the view that it is not necessary to define separate 
product markets for the LF detect ion initial system and the LF detection system 
aftermarket s (including components, consumables, services, an d software). Third -
party reports do not break down this segment into initial systems and aftermarket  
elements and customers do not typically source aftermarket elements separately, but 
rather usually buy them from the manufacturer/supplier of the initial system.395 
(B) Commission ’s precedents  
(560)  The Commission has not previously defined the product scope of th e relevant 
market s concerning molecular characteris ation.  
(C) Commission ’s assessment  
(561)  The Commission asses sed product market definition in relation to molecular 
characterisation, taking into account the functionality of different devices; their use 
applications; and the technologies they deploy.  
(562)  The vast majority of customers and the majority of competitors who expressed an 
opinion in this respect  took the view that LF detection systems constitute a distinct 
relevant market within the field of molecular characterisation.396 Customers and 
competitors indicated that LF detection systems are typically use d to measure the 
kinetics ( that is  the speed of interactions) between molecules.397 The majority of 
customers and competitors who expressed an opinion on this point also noted that 
                                                 
394  Form CO, paragraph 2436.  
395  Form CO, paragraphs 2402- 2407.  
396  Questionnaire Q2, question B.C.2 and questionnaire Q4, question B.C.2.  
397  Questionnaire Q2, questions B.B.1, B.C.2.2 and questionnaire Q4, question B.C.3.1.  
 
107 customers are able to use label -based techniques only for some –  but not most -- of 
the applications for which they use LF techniques.398 One customer explained: “ [LF]  
detection is used to evaluate binding affinity and binding kinetics of antibodies and 
antibody drug conjugates. We do not  recognize other label -based technologies that 
provide equivalent data” .399 As competitors put it, “[i]t is not possible to measure 
kinetics with ELISA [a label -based technique] ”400 and “for kinetics you need label 
free” .401  
(563)  Within LF detection systems, ne ither customers nor competitors supported separate 
relevant product markets for  SPR-based  and BLI -based LF  detection systems. For 
example, one customer noted that “ BLI [detection systems of Danaher] can compete 
with [GE ’s SPR system] ” and another added:  “[GE’s SPR detection system and 
Danaher ’s BLI detection system] offer among the best throughput performance in 
the market ”.402 One competitor stated “ SPR and BLI  [...] devices are both strongly 
use[d] in the market of antibodies and thus have a strong overlap” .403 
(564)  In the light of the above and considering all information in the file , the Commission 
concludes that there is no single overall product market including all molecular 
chara cterisation techniques . Instead, the relevant product market comprises only LF 
detection systems .404 This differentiated market comprises both SPR -based and BLI -
based LF detection systems . The Commission will take into account the  differences 
between these  systems when to determin ing the closeness of the Parties ’ offering s, in 
the framework of the competitive assessment.  
(565)  Finally, the relevant market  also comprises after -market elements  which  are typically 
sourced by the instrument supplier. This is also consistent with the  results from the  
market investigation, where the majority o f customers and competitors who 
expressed an opinion on this point stated that “[t]he distinction between instruments 
and aftermarket does not seem a relevant consideration for the purposes of 
determining the relevant product market ” in molecular character isation and that 
“[a]ftermarket products and services are generally provided by suppliers only for 
their own instruments ”.405 For this reason, the Commission does not distinguish 
separate markets for instruments and aftermarket elements in LF detection 
syste ms.406  
5.1.1.2. Geographic market definition  
(A) Notifying Party ’s arguments  
(566)  The Parties cons ider that the relevant market  for LF detection systems is  worldwide 
and in any event, not narrower than EEA -wide.  
                                                 
398  Questionnaire Q2, question B.C.3 and questionnaire Q4, question B.C.3.  
399  Questionnaire Q2, question B.C.3.1.  
400  Questionnaire Q4, question B.C.3.1.  
401  Questionnaire Q4, question B.E.2.1.  
402  Questionnaire Q2, question B.E.4.1.  
403  Questionnaire Q4, question B.C.2.1.  
404  Label -based detection systems for molecular characterisation are not discussed further as the Transaction 
does not give rise to horizontally or non- horizontally affected markets in this respect.  
405  Questionnaire Q2, question B.C.1.  
406  See also Commission decision of 16 June 2011 in Case No COMP/M.6175 –  Danaher/Beckman Coulter , 
recital 20.  
 
108 (B) Commission ’s precedents  
(567)  The Commission has not previously defined the geographic scope of the markets 
concerning molecular characterisation or LF detection systems.  
(C) Commission ’s assessment  
(568)  There are indications of the existence of a worldwide relevant market, as the 
majority of customers  who expressed an opinion in the market investigation  on this 
point stated that they procure d LF detection systems at worldwide level .407 Also, 
after-sale services are provided at worldwide level , prices are comparable and the 
same suppliers are active worldwide.408 These findings are consistent with the 
responses from  the vast majority of competitors who expressed an opinion on this 
point .409 However, the views of competitors were split as to whether price levels of 
molecular characterisation products are homogeneous or not across different global 
regions (not narrower than the EEA) .410 
(569)  For the purposes of this decision , the Commission concludes that  it can be left open 
whether the market  for LF detection systems is  global or EEA -wide in scope. The 
Transaction give s rise to serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement under both these plausible 
geographic market definitions  for the reasons explained in paragraphs (570)  to (595)  
below. 
5.1.2. Competitive Asse ssment  
(570)  In LF detection systems, Danaher is active through Fort ébio, a division of its 
subsidiary Molecular Devices ( “MolDev ”) and offers an SPR-based product line 
(Pioneer)411 and BLI -based product lines, Octet412 and BLItz. SPR -based products 
represented […]% of Danaher ’s 2018 turnover from LF detection instrument sales 
worldwide.413 GE offers its SPR -based product line, Biacore.414 GE does not offer 
BLI-based LF detection systems.  
(571)  In the market for LF detection systems, the combined entity would be the far -and-
away market leader both worldwide and  in the EEA . As shown in Table 19 below, 
the combined market share of the Parties in 2018 was [60-70]% worldwide 
and [50- 60]% in the EEA. Danaher contributed a [ …] under both geographic market 
delineations, namely [20- 30]% in the worldwide market for LF detection systems 
and [10- 20]% in the EEA.  
                                                 
407 Questionnaire Q2, question B.D.1.  
408  Questionnaire Q2, ques tion B.D.1.  
409  Questionnaire Q4, question B.D.1.  
410  Questionnaire Q4, question B.D.2.  
411  Including Pioneer and Pioneer FE systems.  
412  Including Octet RED384, Octet QKe, Octet HTX, Octet K2, and Octet RED96e systems.  
413  Form CO, table 180.  
414  Including Biacore C, Biacore X100, Biacore T200, Biacore S200, Biacore 8K, and Biacore 8K+.  
 
109 Table 19 – LF Detection Systems – 2018  
 Worldwide  EEA  
Revenues  
(USD M)  Market 
Share (%)  Revenues  
(USD M)  Market 
Share (%)  
Danaher  […] [20-30]% […] [10-20]% 
GE  […] [30-40]% […] [40-50]% 
Combined  […] [60-70]%  […] [50-60]%  
Nanotemper  […] [10-20]% […] [10-20]% 
Malvern Microcal  […] [10-20]% […] [5-10]% 
Bruker Sierra Sensors  […] [0-5]% […] [0-5]% 
Reichert  […] [0-5]% […] [0-5]% 
Carterra  […] [0-5]% […] [0-5]% 
Corning “EPIC” / PerkinElmer “EnSpire”  […] [0-5]% […] [0-5]% 
Dynamic Biosensors  […] [0-5]% […] [0-5]% 
Others  […] [5-10]% […] [5-10]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(572)  As Table 19 shows, the Transaction will combine the top two players in the market 
for LF detection systems. As the Parties themselves acknowledge, “GE is one of the 
main vendors ” in this area “due in large part to its first mover advantage and the 
large installed base for its systems ”.415 In 2018, Danaher was the strongest 
competitor to GE in this market both at worldwide and at EEA level. Post -
Transaction, t he remaining competitors will include only two players with shares 
[10-20]% (Nanotemper and Malvern Microcal) and a long tail of small players with 
shares that do not exceed [0 -5]%.  
5.1.2.1. Notifying Party ’s Arguments  
(573)  The Parties argue that these combined shares  overstate the extent to which they 
constrain one another ’s competitive behaviour in LF detection systems .  
(A) The Parties ’ technologies are very different and they do not compete for the 
same use cases  
(574)  The Notifying Party  claim s that the Parties do not compe te closely in LF detection 
systems . It takes  the view  that they are not close competitors because Danaher 
focuses on BLI -based LF detection systems while GE only offers SPR -based 
systems. According to the Notifying Party, SPR and BLI have different strengths and 
weaknesses. While BLI would deliver higher throughput and lower sensitivity, SPR 
would deliver high er sensitivity and lower throughput.  
(575)  The Notifying Party  adds that because of the technical differences between SPR and 
BLI, the main applications for which GE and Danaher offer their products are 
distinct. The Parties distinguished between different type s of customers that use LF 
detection systems, namely pharma companies; biotechnology companies; and 
academia. Within the biotechnology segment, the Parties also considered different 
use cases, including lead generation and optimi sation ( “LGO ”); process dev elopment 
(“PD”); cell line development ( “CLD ”); and quality control ( “QC”).  
                                                 
415  Form CO, paragraph 2492.  
 
110 (576)  According to the Notifying Party, Danaher ’s BLI product line Octet has  [market 
positioning] . On the other hand, GE ’s SPR products appear to be [market 
positioning] .  
(B) The Parties w ill continue facing  strong competition constraints  post-
Transaction  
(577)  The Notifying Party acknowledges that there are some use cases for which both 
Parties ’ instruments compete, [market positioning] . For these use cases, the 
Notifying Party  argue s that post -Transaction, the combined entity will continue to 
face significant competitive constraints from rivals.  
(578)  First, p ost-Transaction, the Notifying Party submits that Danaher and GE will face 
strong compe tition from other LF detection system suppliers (including other 
suppliers of SPR - and BLI -based instruments), as well as from label -based and other 
suppliers , such as Bruker/Sierra, Reichert, Carterra, Nicoya, Malvern Microcal, 
Nanotemper, and Corning .  
(579)  Second , according to the Notifying Part y, barriers to entry in the market for LF 
detection systems are low, as in the past 10 years companies such as Sierra Sensors, 
Reichert, Creoptix, ProbeLife, and Biametrics have introduced new LF detection 
systems.  
5.1.2.2. Commission ’s Assessment  
(580)  The market investigation did not confirm the Parties ’ arguments regarding the 
competitive interaction between Danaher and GE in LF detection systems.  
(A) The Parties compete closely in most use cases  
(581)  The Commission found that the Parties’ products compete closely in LF dete ction 
systems because they are used for the same types of measurements. The Parties 
products also compete closely in terms of throughput and sensitivity/precision and 
they are often purchased for the same use cases. Finally, the Parties’ recent product 
launches and […]  appear to be moving their respective product lines closer towards 
the other’s.  
(582)  First , the results of the market investigation suggested that , contrary to the Parties’ 
claims,  Danaher and GE are close competitors in (worldwide or EEA -wide) mar ket 
for LF detection systems. During the market investigation, irrespective of the 
differences between SPR and BLI technologies, the vast majority of custom ers who 
expressed an opinion on this point identified Danaher as the closest competitor to 
GE in LF detection systems for most types of measurements, including binding 
affinity; binding specificity; and kinetics.416 The vast majority of competitor s who 
expressed an opinion on this point identified Danaher as the closest competitor to 
GE in LF detection systems for binding affinity; binding specificity; kinetics; and 
concentration.417  
(583)  Second, t he majority of customers and competitors who expressed an opinion in the 
market investigation on this point took the view that Danaher ’s (SPR - and BLI -
                                                 
416  Questionnaire Q2, question B.E.3.  
417  Questionnaire Q4, question B.E.3.  
 
111 based) and GE ’s SPR -based instruments compete  strongly or at least moderately  as 
regards throughput.418 As one customer put it, “ Danaher and GE seem to be directly 
competing against each other in terms of throughput ”.419 Another customer added: 
“Biacore 8K+ (SPR) and Danahe r Octet HTX (BLI) offer among the best throughput 
performance in the market ”.420  
(584)  The majority of customers and competitors who expressed an opinion in the market 
investigation on this point also submitted that Danaher and GE compete  strongly or 
at least mod erately  as regards sensitivity/precision.421 While respondents 
acknowledged the technical differences between SPR - and BLI -based LF detection 
systems, they still foun d that the one can compete with the other. According to one 
competitor, “GE is generally consider[ed] having higher precision, but in many 
applications, it is not necessary and thus competition is strong” .422  
(585)  Third, in the market investigation, several customers and competitors also indicated 
that both SPR - and BLI -based LF detection systems ar e purchased for most uses 
cases, including use cases for which the Parties claimed that SPR - or BLI -based LF 
detection systems have difficulties to compete, such as drug discovery (for pharma 
customers); CLD (for biotech customers); and PD (for biotech cus tomers).423  
(586)  Fourth, it appears that the Parties’ recent product launches and […]  may be moving 
their respective product lines closer towards the other’s. In 2016Q4, GE launched 
Biacore 8K series, an SPR -based LF detection system which however has 
establishe d itself as a high -throughput product.424 High -throughput is a typical 
characteristic of BLI -based LF detection systems. [ …].425 On the other hand, 
in 2015, Danaher launched the Oktet K2 System, which is based on BLI technology 
but was meant [Danaher’s busines s strategy] .426 In 2012, Danaher also purchased 
SensIQ which offers SPR LF detection instruments. […] .427  
(587)  In light of the results of the market investigation  as well as all evidence available to 
it, the Commission conclude s that, contrary to the Parties’ claims, the products of 
Danaher and GE in LF detection systems compete closely in most use cases.  
(B) Competitive constraints to the combined entity post -Transaction will be 
limited  
(588)  The Commission found that  post-Transaction, t he combined entity will have 
significant market power in LF detection systems worldwide and in the EEA and 
that it will face only limited constraints .  
                                                 
418  Questionnaire Q2, question B.E.4 and questionnaire Q4, question B.E.4.  
419  Questionnaire Q2, question B.E.4.  
420  Questionnaire Q2, question B.E.4.  
421  Questionnaire Q2, question B.E.5 and questionnaire Q4, question B.E.5.  
422  Questionnaire Q2, question B.E.5.  
423  Questionnaire Q2, question B.E.1 and questionna ire Q4, question B.E.1.  
424  [GE’s internal documents ].  
425  [GE’s internal documents ].  
426 [Danaher ’s internal documents] .  
427  [Danaher ’s internal documents ].  
 
112 (589)  First , while several customers acknowledged that credible alternatives might remain 
in the market for LF  detection systems,428 the market investigation did not provide 
substantiated evidence that the rivals mentioned by the Notifying Party in this 
market could compete strongly with the combined entity in terms of price.429 One 
customer stated: “ [w]e think the Biacore / ForteBio combination is likely to continue 
to be dominant in market share ”430 and also “ [w]e can expect [the combined entity] 
to rationalize its product range and perhaps leverage its market position to raise 
prices ”.431  
(590)  In addition, the majority of i nformative customer s who expressed an opinion on this 
point are concerned that post -Transaction, their company will not have credible 
alternatives for all or at least for some use cases.432 As one customer put it, “ [GE’s] 
Biacore [and Danaher ’s] Fortebioare the industry gold standard [...] [it] is not a 
matter of existing alternatives or cost [...] [it] is a matter of producing results that 
are trusted in the community [and] thus have value ”.433 
(591)  In the same vein, t he majority of competitors who expressed an opinion on this point  
noted that in the market for LF detection systems, post -Transaction the combined 
entity will not be constrained by strong rivals.434 As one competitor put it, “ [...] 
label -free instruments SPR, BLI and similar are commonly purchased on instrument 
at a time  [. ...] The leading SPR instrument (Biacore) has spent the last 25 -30 years 
to build its installed base . [Danaher] has spen[t] many years as well to reach its #2 
position in the market. No other competitor is close. Each will need 5+ y ears to 
build a profitable installed base while competing against entrenched competitors GE 
and Danaher. It is likely many of these companies will exit the market due to 
cost/time involved to profitably compete  [...]”.435 Another competitor summari sed 
the si tuation as follows: “yes [there will be] alter natives but difficult to compete with 
the combined level of market [strength] ” that the Parties will have post-
Transaction.436 
(592)  Second, the market investigation results overall did not confirm the Parties ’ claims 
that recent and new entrants can constrain  the combined entity post -Transaction in 
LF detection systems (worldwide or in the EEA). While the majority of customer s 
who expressed an opinion on this point expect additional companies to enter the 
market for LF detection systems in the next two to three years,437 several customers 
expressed concerns about the success of such entry in the long run. According to one 
customer, “[t]here has been continuous turn- over of start -ups in this field with new 
players entering and many leaving it again” .438 Another customer indicated: 
“entrance of further players is to be expected but it ’s not clear when this will happen 
and whether they will be able to sustain” .439 The answers of competitors during the 
                                                 
428  Questionnaire Q2, question B.E.7.  
429  Questionnaire Q2, question B.E.7.  
430  Questionnaire Q2, question B.E.7.1.  
431  Questionnaire Q2, question B.E.10.1.  
432  Questionnaire Q2, question B.E.9.  
433  Questionnaire Q2, question B.E.9.1.  
434  Questionnaire Q4, questions B.E.8 and B.E.10.  
435  Questionnaire Q4, question B.E.7.  
436  Questionn aire Q4, question B.E.10.1.  
437  Questionnaire Q2, question B.E.8.  
438  Questionnaire Q2, question B.E.8.1.  
439  Questionnaire Q2, question B.E.8.1.  
 
113 market investigation  were also inconclusive. While a small majority of competitors 
who expressed an opinion on this point expects that additional companies will enter 
the development and supply of LF detection systems in the next two to three years, 
one competitor stated “ [LF] market is dominated by Fortebio and Biacore, besides 
these two there is nothing relevant ”440 and regarding recent entrants, one competitor 
added: “[these] companies are less established players may not have the extent of 
portfolio or the reach to ensure a full replacement opportunity for the customer, 
particularly from a single vendor ”.441  
(593)  Further confirming that post -Transaction the combined entity will have significant 
market power in LF detection systems and it will not face important competitive 
constraints, t he majority of customer s who expressed an opinion on this point442 and 
the vast majority of competitors who expressed an opinion on this point took the 
view that the Transaction could result in price increases in the market.443  
(594)  In light of the r esults of the market investigation  as well as all evidence available to 
it, the Commission conclude s that, contrary to the Parties’ claims, the competitive 
constraints to the combined entity post -Transaction will be limited and as a result, 
there is a risk  of price increases in LF detection systems . 
5.1.2.3. Conclusion  
(595)  In light of the above considerations  as well as all evidence available to it , the 
Commission concludes that in the worldwide or EEA -wide market for LF detection 
systems, the proposed Transaction gives rise to serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement due to horizontal 
non-coordinated effects given in particular (i) the significant combined share of the 
Parties  and the meaningful increment contributed by Danaher; (ii ) the close 
competition between the Parties; (iii)  the lack of strong competitors or entry 
prospects; and (iv ) the concer ns for price increase expressed in the market 
investigation.  
5.2. Microscopy  
(596)  Microscopes are instruments for making enlarged images of small objects and 
minute structures. There are several different microscopy techniques, including 
optical microscopy; electron microscopy; and scanning probe microscopy.444  
(597)  This section will  focus on optical microscopy, where the activities of the Parties 
overlap horizontally. Optical microscopes are instruments that use the spectral range 
of light to image the  object of interest through a system of magnifying lenses. The 
Parties have no product offerings using other microscopy techniques.  
                                                 
440  Questionnaire Q2, question B.E.8.1.  
441  Questionnaire Q4, question B.E.8.1.  
442  Namely, customer respondents excluding respondents who do not purchase LF detection systems at all or 
they do not purchase such systems as end -customers (that is they are distributors).  
443  Questionnaire Q2, question B.E.10 and questionnaire Q4, question B .E.10.  
444  Commission decision of 16 June 2011 in Case No COMP/M.6175 –  Danaher/Beckman Coulter , 
recital  27.  
 
114 (598)  Optical microscopes can be further distinguished based on the illumination technique 
followed and on the field of applicati on:  
(a) A microscope ’s illumination technique determines which part of the sample 
is illuminated and how. Widefield microscopy (where the whole sample is 
permanently illuminated) can be distinguished from confocal microscopy 
(where only one single focal spot is illuminated at a time).  
(b) A microscope ’s field of application is based on the instrument ’s achievable 
resolution. Microscopes that can surpass the so- called “diffraction limit”  and 
achieve resolution below 200- 250 nm are called super -resolution 
microscop es. Ultra -high resolution microscopes are microscopes which, 
albeit highly developed, do not surpass the diffraction limit of light. Super -
resolution microscopes and ultra -high resolution microscopes can be further 
sub-segmented based on the illumination t echnique followed and other 
criteria.  
5.2.1. Market definition  
5.2.1.1. Product market definition  
(A) Notifying Party ’s arguments  
(599)  The Parties consider that not  all optical microscopes are part of  a single product 
market. In the Parties ’ view, a general market definition at  that level would be too 
wide.  
(600)  The Parties also do not consider appropriate to define product markets only based on 
the illumination technique . A possible product market for widefield microscopes 
would include instruments of very different quality and level of development, from 
the most advanced to the most basic. It would include, for example, simple 
microscopes used in schools and highly advanced microscopes used in biomedical 
research. The s ame would be the case for a broad possible product market 
encom passing all confocal microscopes.  
(601)  In the Parties ’ view, super -resolution microscopes constitute one single product 
market, separate from ultra -high resolution microscopes. Within this market, the 
Parties reject any further sub -segmentations , for example by resolution level or by 
illumination technique (that is to say  confocal and widefield). The Parties argue that 
the key characteristic of super -resolution microscopes is their ability to surpass the 
diffraction limit. According to the Parties, the resoluti on level and the illumination 
technique s are not decisive for the customer.  
(602)  As regards ultra -high resolution microscopes, the Parties distinguished advanced 
inverted research microscopes as a separate product market. These are highly 
developed (widefield) microscopes that make it possible to resolve detail in high 
resolutions from  1000 nm up to 250 nm. They are called “ inverted”  because the slide 
with the specimen is above and the objective below (while in “ upright ” microscopes 
the slide is below and the objective above). Inverted microscopes are typically used 
to observe living ce lls, which are commonly grown in liquid solutions . In contrast,  
upright microscopes are commonly used with fixed samples.  
 
115 (B) Commission ’s precedents  
(603)  The Commission has not previously defined the  relevant product market for 
microscopy. In Danaher/Beckman Coulter , the Commission took the view that 
surface science techniques ( that is  microscopy techniques) could be segmented into 
different product groups by reference to the specific analytical technique, but 
ultimately, the exact product market definition was left open.445  
(C) Commission ’s assessment  
(604)  The Commission assessed the product market definition in relation to optical 
microscopy, taking into account the achievable resolution; the illumination technique 
used by the microscope; and also its structure .  
(605)  The maj ority of customers who expressed an opinion on this point  took the view that 
optical microscopes with different levels of achievable resolution and thus different 
fields of do not compete with each other in terms of price; use applications; technical 
chara cteristics; or efficiency. Most customers indicated that an ultra -high resolution 
microscope and a super -resolution microscope are not substitutable, regardless of the 
illumination technique used.446 Several competitors confirmed this.447 As one 
competitor put  it, “super -resolution microscopes  [...] tend to be significantly more 
expensive, in general require more support infrastructure, [and] safety training 
requirements due to exposed laser illumination” .448 
(606)  The results of the market investigation are, however , inconclusive as to whether 
super -resolution microscopes should be further sub- segmented into two separate 
product markets  based on the illumination tech nique : (i) confocal super -resolution 
microscopes ; and (ii ) widefield super -resolution microscopes. The m ajority of 
customers who expressed an opinion on this point  stated that confocal super -
resolution microscopes do not compete with widefield super -resolution microscopes 
in terms of use applications; technical characteristics; or efficiency.449 But the views 
of customers were evenly split as regards substitutability in terms of price.450 The 
opinions of competitors on the substitutability between confocal super -resolution 
microscopes and widefield super -resolution microscopes were equally split.451 
According to one competitor, in some cases “ purchasers already know and describe 
in detail what type of super -resolution microscope they prefer (e.g., based on 
confocal technique  [...] or on widefield technique) ” but other customers “ might 
include less details on the requirements of the microscope because they are after 
versatile tools and they are mainly seeking high uptime ”.452  
(607)  In light of their product characteristics and taking into account  the results of the 
market investigation, the Commission concluded that super -resolution microscopes 
do not belong in the same market as ultra -high resolution microscopes. The 
                                                 
445  Commission decision of 16 June 2011 in Case No COMP/M.6175 –  Danaher/Beckman Coulter , 
recitals  21, 27 and 31.  
446  Questionnaire Q2, question C. C.1.  
447  Questionnaire Q4, question C.C.1.  
448  Questionnaire Q4, question C.C.1.  
449  Questionnaire Q2, question C.C.2.  
450  Questionnaire Q2, question C.C.2.  
451  Questionnaire Q4, question C.C.2.  
452  Minutes of call with competitor, 13 August 2019, Doc ID1075, paragraph 17.  
 
116 Commission also takes the view that for the purposes of this decision , it can be left 
open whether there is a relevant market including all super -resolution microscopes or 
there are separate markets for (i ) confocal super -resolution microscopes ; and 
(ii) widefield super -resolution microscopes. The Transaction does not give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement under any of these plausible product market definitions.  
(608)  As for ultra -high resolution microscopes, the customers who expressed an opinion in 
the market inv estigation on this point confirmed that advanced inverted research 
microscopes cannot be replaced by an advanced upright microscope in terms of 
technical characteristics and use applications. According to one customer, “ [t]here 
are applications (eg looking at plates with liquid cultures) that can only be 
performed in an inverted microscope. I would say an upright can be substituted by 
an inverted microscope, but an inverted microscope can not always be substituted by 
an upright microscope. This depends on t he ability to turn your sample upside down 
[...]”.453 The views of competitors on this question were more varied , but most 
competitors did confirm that inverted microscopes are not substitutable with upright 
microscopes in terms of technical characteristics.454  
(609)  In light of the results of the market investigation  as well as all evidence available to 
it, for the purposes of this decision , the Commission considers that the re is a distinct  
relevant product market within ultra -high resolution microscopes including only  
advanced inverted research microscopes.455  
5.2.1.2. Geographic market definition  
(A) The Notifying Party ’s arguments  
(610)  The Notifying Party submits  that the markets for super -resolution microscopes and 
for advanced inverted research microscopes are worldwide and in any event, not 
narrower than EEA -wide.  
(B) Commission ’s precedents  
(611)  The Commission has not previously defined the geographic scope of the ma rket for 
advanced inverted research microscopes .  
(C) Commission ’s assessment  
(612)  The market investigation confirmed the Notifying Party ’s claims regarding 
geographic market definition.  
(613)  The majority of customers who expressed an opinion on this point stated that  they 
procure (super -resolution and advanced inverted) microscopes at worldwide level; 
after-sale services are provided at worldwide level; prices are comparable at 
worldwide level; and the same suppliers are active at worldwide level. Customers 
confirmed that this applies to super -resolution microscopes and advanced inverted 
                                                 
453  Questionnaire Q2, question C.C.3.  
454  Questionnaire Q4, question C.C.3.  
455  Upright ultra -high resolution microscopes are not discussed further as the Transaction does not give rise to 
horizontal or non- horizontal overlaps in this respect.  
 
117 research microscopes.456 The vast majority of competitors who expressed an opinion 
on this point took this view as well .457 However, several competitors also indicated 
that their market po sition differs significantly across different regions ( for example 
in the EEA or outside the EEA).  
(614)  Therefore, the results of the market investigation were inconclusive as to the precise 
geographic scope of the plausible markets for super -resolution micros copes and for 
advanced inverted research microscopes. For  the purposes of this decision , the 
Commission took the view that it can be left open whether the markets for super -
resolution microscopes and for advanced inverted research microscopes are global or 
EEA -wide in scope. The Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any of these plausible geographic market definitions  (namely , worldwide or 
EEA -wide markets) .  
5.2.2. Competitive assessment  
(615)  In super -resolution microscopy, Danaher is active through its subsidiary Leica 
Microsystems (“Leica ”). In this space, Danaher offers  a confocal super -resolution 
microscope, namely Leica TCS SP8 STED.458 GE Biopharma offers  widefield super -
resolution microscopes, namely, GE Deltavision OMX SR and OMX Flex, which 
are both based on the SIM technology.459  
(616)  As explained above, the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement in 
super -resolution microscopy, under any possible market delineation. If separate 
markets were defined for each of widefield super -resolution microscopes and 
confocal super -resolution microscopes, the Transaction would not give rise to a 
horizontal overlap between the activities of the Parties.  
(617)  If one single market including all super -resolutio n microscopes  were defined , then 
the Transaction would give rise to an affected market. However, in that relevant 
market, no competition concerns arise for the following reasons.  
Table 20 – Super -resolution microscopes – 2018  
 Worl dwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher (Leica)  […] [20-30]% […] [10-20]% 
GE  […] [5-10]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Zeiss  […] [40-50]% […] [50-60]% 
Nikon  […] [10-20]% […] [10-20]% 
Abberior  […] [5-10]% […] [5-10]% 
Others  […] [5-10]% […] [5-10]% 
Total  […] 100%  […] 100%  
Source: Form CO  
                                                 
456  Questionnaire Q2, question C.D.1.  
457  Questionnaire Q4, question C.D.1.  
458  STED stands f or stimulated emission depletion and is a technique in confocal super -resolution 
microscopy.  
459  SIM stands for structured illumination microscopy and is a technique in widefield super -resolution 
microscopy.  
 
118 (618)  First, based on the Parties ’ estimates in Table 20 above, the combined share of the 
Parties in super -resolution microscopes in 2018 would be limited to [20- 30]% 
worldwide. Post -Transaction, the combined entity would continue facing 
competition  by several large competitors, including Zeiss (the number one player in 
the market worldwide) and also Nikon, Abberior, and others (including Olympus, 
Yokogawa, Andor, and Bruker/Vutara).460  
(619)  In the EEA, the combined share of the Parties in super -resolution microscopes 
in 2018 would be [20- 30]% (see Table 20 above).461 The increment contributed by 
GE Biopharma would remain […] , namely [0 -5]%. Post -Transaction , several large 
rivals will remain in the market including Zeiss (the number one player in the market 
also in the EEA), Nikon, Abberior, and others (including Olympus, Yokogawa, 
Andor, and Bruker/Vutara).  
(620)  Second, Danaher and GE Biopharma are not close competitors in super -resolution 
microscopes:  
(a) The Parties use different illumination princip les in their super -resolution 
microscopes. Danaher ’s super -resolution microscopes use confocal STED 
technology, whereas GE Biopharma uses SIM technology.  
(b) The lack of close competition between the Parties is also reflected in the 
[Danaher ’s bidding data ].462  
(c) [Parties’ internal  documents] .463  
(d) The results of the market investigation  also support  the conclusion that 
Danaher and GE Biopharma do not compete closely in the market for super -
resolution microscopes. Most customers indicated that Zeiss, Olympus, and 
Nikon are the closest competitors to Danaher (in terms of price; use 
applications; technical characteristics; and overall assessment).464 All the 
competitors who expre ssed an opinion in the market investigation on this 
point identified Zeiss as the closest competitor to Danaher in super -resolution 
microscopes and the majority of competitors who expressed an opinion on 
this point identified Nikon as the second closest competitor.465  
(621)  Third, the vast majority of customers and competitors who expressed an opinion in 
the market investigation on this point did not expect that the Transaction would have 
a negative impact on the supply of super -resolution microscopes, in terms of  price, 
quality, product range, innovation, or security of supply.  
(622)  In light of the considerations  in paragraphs (615)  to (621)  above  as well as all 
evidence available to it , the Commission concludes that the Transaction does not 
                                                 
460  The Commission verified with one competitor the market share estimates provided by the Parties in the 
worldwide market for super -resolution microscopes and confirmed that the combined share estimate for 
the Parties properly reflects (and if anything, overstates) the Parties’ position in the market ( Minutes of 
call with competitor, 13 August 2019, Doc ID1075, paragraph 15).  
461  See also Horizontal Merger Guidelines, paragraph 18.  
462  [Danaher’s bidding data ]. 
463  [Danaher’s bidding data]. [GE internal  documents] . 
464  Questionnaire Q2, question C.E.6.  
465  Questionnaire Q4, question C.E.6.  
 
119 give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement  in the market for super -resolution microscopes in 
the EEA or worldwide.  
(623)  In advanced inverted research microscopes, Danaher offers Leica DM i8 and GE 
offers DeltaVision Ultra.  
(624)  According to the Parties, the Transaction does not give rise to an affected market in 
advanced inverted research microscopes, as the combined share of the Parties would 
remain [10-20]%, worldwide and in the EEA. During the market investigation, the 
vast majority of customers and competitors who expressed an opinion on this point 
did not expect that the Transaction would have a negative impact on the supply of 
advanced inverted research microscopes in terms of price, qual ity, product range, 
innovation, or security of supply.466  
(625)  In light of the considerations  in paragraphs (623)  and (624)  above  as well as all 
evidence available to it , the Commission concludes that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement due to horizontal non- coordinated effects in the 
(non- affected) market for advanced inverted research microscopes worldwide or in 
the EEA.  
5.3. High content screening  
(626)  High content screening ( “HCS ”) is a screening method us ed to identify substances 
that alter the phenotype of a cell in a desired manner. An HCS system combines 
microscopy, advanced imaging proces sing, and analysis software. As a result, an 
HCS system can provide a description and quantitative information on complex 
inter- and intra -cellular events ( for example changes in cellular appearance or in 
protein expression).  
(627)  There are three types of HCS systems:  
(a) Widefield HCS systems . These devices are based on widefield microscopy.467 
Widefield HCS systems provide a t wo-dimensional ( “2D”) image of the cell 
observed and they are generally considered easier to use than confocal HCS 
systems. Widefield HCS systems can be further distinguished into 
(i) personal imaging/automated cell imaging systems ; and (ii ) other widefield 
HCS systems. Personal imaging/automated cell imaging systems are based on 
the same technology as the other widefield HCS systems, but they offer 
lower assay sensitivity and resolution. As such, they are less expensive than 
other widefield H CS systems and they are typically used for basic research.  
(b) Confocal HCS systems . These devices are based on confocal micr oscopy.468 
Confocal HCS systems are more sophisticated than widefield HCS systems. 
They are used to create three- dimensional ( “3D”) imag es with increased 
contrast.  
                                                 
466  Questionnaire Q2, question C.E.8 and questionnaire Q4, question C.E.8.  
467  Described in paragraph (599)(a)  above.  
468  Described in paragraph (599)(b)  above.  
 
120 (c) Laser scanning cytometers . These devices provide a 2D image of the cells 
observed. This technology allows for very fast cell analysis but the quality of 
the 2D imaging provided is very low.  
5.3.1. Market definition  
5.3.1.1. Product market de finition  
(A) The Notifying Party ’s arguments  
(628)  The Notifying Party considered a relevant market including both widefield and 
confocal HCS systems but not laser scanning cytometers. According to the Notifying 
Party , laser scanning cytometry is a technology distinct from widefield and confocal 
imaging. It can only enumerate cells and provides imaging of a very low quality. In 
any event, the Notifying Party  submit s that the precise market delineation can be left 
open for the purposes of this decision , as neither D anaher nor GE Biopharma are 
present in laser scanning cytometry.  
(629)  If the market for HCS systems were to be sub -segmented further, the Notifying Party 
suggest s that confocal HCS systems constitute a relevant product market, separate 
from widefield HCS syste ms. The functionality and price of widefield and confocal 
HCS systems is very different. As a result, widefield and confocal HCS systems are 
often used in different applications and by different customers.  
(630)  A widefield HCS system can be upgraded to a confo cal based system in two ways: 
(i) through a (cost -intensive) hardware overhaul ; or (ii ) through (less costly) software 
updates which allow for improved image quality. The  Notifying Party suggest s that 
the possibility for an upgrade does not change its view  that confocal HCS systems 
constitute a separate market. Even benefiting from a hardware overhaul or a software 
update, a widefield HCS system would not be substitutable to a confocal HCS 
system.469  
(631)  Within widefield HCS systems, the Notifying Party note that a distinction can be 
made between (i ) personal imaging/automated cell imaging systems ; and (ii)  all 
other widefield HCS devices. This is because of the lower resolution and price of 
personal imaging/automated cell imaging systems compared to othe r widefield HCS 
devices.  Ultimately, in the Notifying Party ’s view, the exact market definition for 
personal imaging/automated cell imaging systems and other widefield HCS devices 
can be left open, because the Transaction does not raise competition concerns under 
any plausible product market delineation.  
(B) Commission ’s precedents  
(632)  The Commission has not previously defined the relevant product market for HCS 
systems . In Danaher/Beckman Coulter , the Commission referred to life 
instrumentation, which encompasse s a range of distinct technologies, including HCS 
technology.470 The Commission added that the technologies in question can be 
                                                 
469  Form CO, paragraphs 2869 and 2872.  
470  Commission decision of 16 June 2011 in Case No COMP/M.6175 –  Danaher/Beckman Coulter , 
recital  23.  
 
121 further sub- segmented into different product groups. However, the exact market 
definition was left open.471  
(C) Commission ’s assessment  
(633)  The Commission assessed product market definition in HCS systems, taking into 
account their different techniques and use cases.  
(634)  The results of the market investigation suggested that separate product markets 
should be defined for widefield HCS systems and confocal HCS systems. The 
majority of customers who expressed an opinion on this point stated that even an 
upgraded widefield HCS system472 cannot replace a confocal HCS system.473 The 
majority of customers who expressed an opinion on this point also flagged that the 
two types of HCS systems are not substitutable specifically in terms of price.474 This 
was confirmed by competitors. As one competitor put it, “ confocal -based HCS 
systems are significantly more expensive than widefield -based HCS systems, and 
general ly offer superior resolution ”.475 Customers and competitors indicated that a 
confocal HCS system could replace a widefield HCS system in terms of use 
applications, technical characteristics, and efficiency – but not in terms of price.476  
(635)  As regards specifical ly widefield HCS systems, most customers stated that overall, 
they would not replace any type of widefield HCS device with a personal 
imaging/automated cell imaging system. According to both customers and 
competitors, personal imaging/automated cell imagin g systems often lack flexibility 
and efficiency ( for example they are slower in handling samples and they offer lower 
technical performance).477  
(636)  In light of the results of the market investigation  as well as all evidence available to 
it, the Commission concludes that confocal HCS systems and widefield HCS 
systems do not compete with each other, in particular in terms of price. In addition, 
the Commission finds  that personal imaging/automated cell imaging systems do not 
compete with other  widefield HCS systems because of differences in flexibility and 
efficiency. F or the purposes of this case, the Commission will therefore assess  a 
relevant product market for confocal HCS systems and another  relevant product 
market for widefield HCS systems (excluding personal imaging/automated cell 
imaging systems).478  
                                                 
471  Commission decision of 16 June 2011 in Case No COMP/M.6175 –  Danaher/Beckman Coulter , 
recital  31.  
472  Upgraded through either a hardware overhaul or a software tool.  
473  Questionnaire Q2, question D.C.3.  
474  Questionnaire Q2, question D.C.2.  
475  Questionnaire Q4, question D.C.2.  
476  Questionnaire Q2 question D.C.2 and questionnaire Q4, question D.C.2.  
477  Questionnaire Q2, question D.C.1.1 and questionnaire Q4, question D.C.1.1.  
478  In the remainder of the decision, “widefield HCS systems” will be meant to exclude personal 
imaging/automated imaging systems.  
 
122 5.3.1.2. Geographic market definition  
(A) The Notifying Party ’s arguments  
(637)  The Notifying Party  submits  that the markets for confocal HCS systems and 
widefield HCS systems are worldwide and in any event, n ot narrower than EEA -
wide.  
(B) Commission ’s precedents  
(638)  The Commission has not previously defined the geographic scope of the market for 
(confocal or widefield) HCS systems . 
(C) Commission ’s assessment  
(639)  The market investigation confirmed the Parties ’ claims regard ing geographic market 
definition.  
(640)  The majority of customers who expressed an opinion on this point stated that they  
procure HCS systems at worldwide level; after -sale services are provided at 
worldwide level; prices are comparable at worldwide level; and the same suppliers 
are active at worldwide level. Customers added that this applies to all types of HCS 
systems.479 Competitors also confirmed this.480 Most competitors added that their 
market position in HCS systems does not differ significantly across differ ent 
regions.481 
(641)  For the purposes of this decision , it can be left open whether the markets for 
confocal HCS systems and for widefie ld HCS systems are global or EEA -wide in 
scope. The Transaction does not give rise to serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement under any of these 
plausible geographic market definitions  (namely, global or EEA -wide).  
5.3.2. Competitive assessment  
(642)  The Transaction gives rise to horizontally affected markets in confocal HCS sys tems 
and widefield HCS systems.482  
5.3.2.1. Confocal HCS systems  
(643)  In confocal HCS systems, Danaher is active through its subsidiary MolDev and 
offers one device, ImageXpress Micro Confocal. GE Biopharma offers IN Cell 
Analyzer 6500.  
                                                 
479  Questionnaire Q2, question D.D.1.  
480  Questionn aire Q4, question D.D.1.  
481  Questionnaire Q4, question D.D.2.  
482  A plausible (global or EEA -wide) market for personal imaging/automated cell imaging systems would not 
be affected by the Transaction.  
 
123 (644)  Regarding confocal HCS systems, the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement for the following reasons.  
Table 21 – Confocal HCS systems – 2018  
 Worldwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher 
(MolDev)  […] [20-30]% […] [10-20]% 
GE  […] [5-10]% […] [5-10]% 
Combined  […] [30-40]% […] [20-30]% 
PerkinElmer  […] [30-40]% […] [40-50]% 
Yokogawa  […] [10-20]% […] [10-20]% 
Thermo Fisher  […] [10-20]% […] [10-20]% 
Others  […] [5-10]% […] [5-10]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(645)  First, the Parties held a combined share of [30- 40]% in confocal HCS systems 
in 2018 worldwide, with GE Biopharma contributing a share increment of [5 -10]% 
(see Table 21 above). Post -Transaction, the combined entity would continue f acing 
competition by several large rivals including PerkinElmer (the number one player in 
the market), Yokogawa, and Thermo Fisher.  
(646)  In the EEA, the Parties held a combined share of [20 -30]% in confocal HCS systems 
in 2018, with GE Biopharma contributing a  share increment of [5 -10]% (see Table 
21 above). Post -Transaction, the combined entity would continue facing competition 
by the same rivals that exert competitive constraints also at the worldwide level.  
(647)  Second, Danaher and GE are not close competitors in confocal HCS systems:  
(a) Each of the Parties offer confocal HCS systems at a different price point. 
Danaher ’s Image Xpress Micro Confocal is available at a broad price range 
of USD […]  (depending on the specifications) while GE ’s InCell 6500 is 
priced at USD […] . As a result, Danaher competes with rival products across 
the spectrum of prices in confocal HCS syst ems (including Perkin Elmer ’s 
Oper etta CLS priced at USD […] ), while GE is only present at the higher end 
of the segment.  
(b) [Danaher ’s internal documents ],483 […] .484  
(c) The majority of the customers who expressed an opinion in the market 
investigation on this point confirmed that PerkinElmer is competing head -to-
head with Danaher in confocal HCS systems.485 
(648)  Third, post -Transaction, in addition to competing with established players like 
PerkinElmer and Thermo Fisher, the combined entity will continue to fa ce 
competition from newer confocal HCS competitors, such as Zeiss, which entered the 
market of confocal HCS systems in April 2019, integrating its confocal laser 
scanning technology to its Celldiscover 7 platform.  
                                                 
483 [Danaher’s internal documents] . 
484  [Danaher’s internal  documents] . 
485  Questionnaire Q2, question D.E.4.  
 
124 (649)  Fourth, the majority of customers who expressed an opinion on this point expects 
that the proposed Transaction will not have a negative impact on the price, quality, 
product range, innovation, and security of supply of confocal HCS systems.486  
(650)  In light of the considerations  in paragraphs (643)  to (649)  above  as well as all 
evidence available to it, the Commission concludes that , in the plausible  worldwide 
and EEA -wide market for confocal HCS systems,  the Transaction will not give rise 
to serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects . 
5.3.2.2. Widefield HCS systems  
(651)  In widefield HCS systems, Danaher is active through MolDev and offers two 
devices, Image Xpress Micro 4 High -Content Imaging System and Image Xpress 
Nano Automated Imaging System. GE Biopharma offers IN Cell Analyzer 2500 HS 
HCA Imaging System.  
(652)  In widefield HCS systems, the Transaction does not give rise to serious doubts as to 
its compatibility with the internal market or the functioning of the EEA Agr eement 
for the following reasons.  
Table 22 – Widefield HCS systems – 2018  
 Worldwide  EEA  
Revenues (USD)  Market Share (%)  Revenues (USD)  Market Share (%)  
Danaher  […] [10-20]% […] [0-5]% 
GE  […] [10-20]% […] [5-10]% 
Combined  […] [20-30]% […] [5-10]% 
Thermo Fisher  […] [10-20]% […] [20-30]% 
PerkinElmer  […] [10-20]% […] [10-20]% 
Others  […] [40-50]% […] [50-60]% 
Total  […] 100%  […] 100%  
Source: Form CO  
(653)  First, the Parties held a combined share of [20- 30]% in widefield HCS systems 
in 2018 worldwide (see Table 22 above).487 The Transaction would not lead to an 
affected market at EEA level. Post -Transaction, the combined entit y would continue 
facing competition by several large competitors, including PerkinElmer, Thermo 
Fisher and others (such as Nexelcom, Vala, Synentec, and Nikon). According to the 
majority of the customers and competitors who expressed an opinion in the mark et 
investigation  on this point , PerkinElmer is competing head- to-head with Danaher in 
widefield HCS systems.488  
(654)  Second, the combined entity will also face strong competition from recent entrants, 
such as Zeiss, who is an established microscopy player expanding its activities in 
HCS systems. Zeiss launched its Celldiscoverer 7 platform in mid -2016. This 
product is marketed as combining the ease of use of an automated boxed microscope 
with auto adjustable optics and non- supervised multi -location imaging and th e image 
                                                 
486  Questionnaire Q2, question D.E.6.  
487  In the EEA, the Parties held a combined share of [5 -10]% in widefield HCS systems in 2018. Therefore, 
the Transaction does not give rise to an affected market and th e competitive assessment in the remainder 
of this s ection will focus on the worldwide market for widefield HCS systems.  
488  Questionnaire Q2, questions D.E.3 and questionnaire Q4, question D.E.3.  
 
125 quality and flexibility of a classic inverted research microscope.489 The majority of 
the customers who expressed an opinion in the market investigation on this point 
confirmed that they consider widefield HCS systems as a dynamic space with new 
players entering and existing players launching new products.490  
(655)  Third, the majority of customers who expressed an opinion on this point expects that 
the proposed Transaction will not have a negative impact on the price, quality, 
product range, innovation, and security of supply of widefield HCS devices.491  
(656)  In light of the considerations  in paragraphs (651)  to (655)  above  as well as all 
evidence available to it , the Commission concludes that , in the plausible  worldwide 
and EEA -wide market for widefield HCS systems, the Transaction will not give rise 
to serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement due to horizontal non- coordinated effects.  
5.4. Laboratory filtration  
(657)  Laboratory filtration ( “lab filtration ”) products are the instrument s and accessories 
used for laboratory -scale physical and chemical processing to separate solid particles 
form fluids using a filtration medium.  
(658)  Lab filtration products have applications in the biopharmaceutical, food and 
beverage, semiconductor and electr onics manufacturing, and environmental 
industries. The main difference between lab filtration and bioprocessing filtration492 
is that lab filtration products are for small- scale use in laboratories while 
bioprocessing filtration products are used in large -scale manufacturing. Also, lab 
filtration products do not need the regulatory approval that is required for 
bioprocessing filtration.  
(659)  Lab filtration products can be distinguished in three broad categories:  
(a) Filter Media. This category includes different cons umables that can be used 
as filters. There are two types of filter media: (i ) fibrous filters (including 
cellulose filter papers and glass microfibre filters) ; and (ii ) membrane filters.  
(b) Disposable Devices/Media encapsulation. Filters are often integrated in a 
ready -to-use plastic device. Examples of such devices include syringe filters  
(where the filter is attached at the end of the syring e), plate filters, etc.  
(c) Lab filtration  accessories . This category includes hardware that is  used for 
various lab filtr ation techniques ( for example, filter holders, filter funnels, 
microbiology manifolds).  
                                                 
489  Minutes of call with competitor, 13 August 2019, Doc ID1075, paragraph 21.  
490  Questionnaire Q2, question D.E.5.  
491  Questionnaire Q2, question D.E.6.  
492  See section 4.5 above.  
 
126 5.4.1. Market definition  
5.4.1.1. Product market definition  
(A) The Notifying Party ’s arguments  
(660)  According to the Notifying Party, the widest possible product market definition 
could be an overall single product market for laboratory filtration.  
(661)  Alternatively, the Notifying Party considered narrower product market definitions.  
(662)  In filter media, the N otifying Party distinguished between fibrous filters (which are 
inexpensive and have a high flow rate) and membrane filters (which are costlier and 
have a lower flow  rate). Within fibrous media, the Parties distinguished between 
cellulose filter papers, wh ich are used in basic research and glass microfiber filters, 
which have a higher chemical, temperature, and mechanical stability and are 
therefore used in more sophisticated applications.  
(663)  In disposable devices/media encapsulation, the Notifying Party subm itted that there 
is significant supply -side substitutability between different devices. However, the 
Parties also suggested that demand -side substitutability is limited, because different 
disposable devices must be used for different applications (depending on the amount 
of sample to be filtered and the objective of the filtration). For example, syringe 
filters are used to filter small sample volume sizes in the following applications: 
sterile filtration, sample preparation, sterile venting, etc.  
(664)  Finally, the Notifying Party takes the view that there is an overall single market 
including all lab filtration accessories493. While there are differences between various 
types of accessories, they all share similarities in terms of basic function and there is 
stron g supply side substitutability.  
(665)  In any event, the Notifying Party has submitted that the precise product market 
definition can be left open as the Transaction would not raise competition concerns 
under any plausible product market delineation. 
(B) Commission ’s precedents  
(666)  In its decisional practice, the Commission has not examined in detail the relevant 
product market definition for the lab filtration segment. In Thermo Electron/Fisher 
Scientific494, the Commission considered that all plastic microplates filters (a type of 
media encapsulation device) belong ed to the same relevant product market without 
further distinction based on sizes or number of individual wells. Also, in Thermo 
Fisher/Phadia495, the Commission discussed separate markets for microplates for 
gene ral use and microplates for diagnostic applications, but ultimately, the exact 
product market definition was left open.  
                                                 
493  Lab filtration accessories include various different type of products like: f ilter holders, filter funnels, filter 
flasks, hardware (that is membrane dispensers, peristaltic pumps, vacuum pumps, microbiology 
manifolds, microbiology manifold accessories, multi -well plate manifolds, shakers and pressures vessels) 
and other filtration  accessories (that is tubes and seals).  
494  Commission decision of 9 November 2006 in Case No COMP/M.4242 – Thermo Electron/Fisher 
Scientific , recital 23.  
495  Commission decision of 18 August 2011 in Case No COMP/M.6293 – Thermo Fisher/Phadia, recital 67.  
 
127 (C) Commission ’s assessment  
(667)  The market investigation is inconclusive as to whether there is an overall lab 
filtration product market or whet her narrower markets should be defined.  
(668)  The majority of customers who expressed an opinion on this point consider there 
would be demand side substitutability in terms of price, types of applications, 
quality, and efficiency for all lab filtration products .496  
(669)  However, the explanations provided by several customers and competitors suggested 
that narrower relevant product markets could be defined on the basis of the materials 
used or the application of each product. For example, one customer indicated that 
“the different applications need to be considered”  while other customers added tha t 
“specific process parameters require specific filtration parameters, incl. filter 
material, technical parameters (pore size, adhesion, binding, etc.) ” and “the physical 
characteristics of the filter and filtration performance drivers like device type and 
accessory are critical for product selection in lab applications ”.497 Competitors also 
indicated that there should be different product markets for the various sub- segments 
of lab filtration.498 
(670)   Considering the different product characteristics and applications of laboratory 
filtration products , it can be left open for the purposes of this decision whether there 
is a relevant market including (i ) all lab filtration products or there are separate 
markets for (ii ) lab filter media; (iii)  all fibrous filter  media ; (iv) membrane filters; 
(v) non- microbiology membrane filters segment; (vi)  microbiology membrane filters 
segment; (vii)  cellulose filter papers; (viii)  glass microfiber f ilter media ; (ix) quartz 
filter papers  (x) overall disposable devices/media encapsulation filters; (xi)  syringe 
filters; (xii ) non- sterile syringe filters; (xiii ) sterile syringe filters; (x iv) 50/60 mm in-
line filters; (xv)  capsule filters segment; (xv i) vent filters segment; (xvii ) plate filters 
segment; (xviii ) spin devices; (x ix) overall lab filtration accessories; (xx ) filter 
holder segment; (xxi ) filter funnels segment; (xxi i) hardware segment; 
(xxii i) microbiology manifold segment ; (xxiv) vacuum pumps segment ; and (xxv) 
cut membrane discs . The Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any of these plausible product market definitions.  
5.4.1.2. Geographic mark et definition  
(A) The Notifying Party ’s arguments  
(671)  The Notifying Party submits  that the markets in the lab filtration area are worldwide 
and in any event, not narrower than EEA -wide.  
(B) Commission ’s precedents  
(672)  The Commission has not examined in detail relevant geographic market for the lab 
filtration segment in its decisional practice.  
                                                 
496  Questionnaire Q2, question E.C.1 and questionnaires Q4, question E.C.1.  
497  Questionnaire Q2, question E.C.1.1.  
498  Questionnaire Q4, questions E.C.1.1 and E.C.2.  
 
128 (C) Commission ’s assessment  
(673)  The majority of customers and competitors who expressed an opinion on this point 
view s the lab filtration market  or markets  as global, but there are some market 
participants that put forward that there are different prices and lead times across 
regions499.  
(674)  The investigation in this case has confirmed that these markets are at least EEA -
wide, but the exact s cope of the geographic market can be left open, as the 
Transaction does not raise competition concerns under any of these market 
delineations.  
5.4.2. Competitive assessment  
(675)  Danaher (through Pall Laboratory and Phenomenex) supplies  various products in all 
catego ries of lab filtration products.  
(676)  GE Biopharma (through Whatman Lab Filtration) supplies  a wide range of products 
in all categories of lab filtration products.  
(677)  The Transaction results in affected markets only in the following categories which 
constitute p ossible product markets : (i) all fibrous filter  media ; (ii) glass microfiber 
filter media ; and (iii)  microbiology manifold s.500  
5.4.2.1. Fibrous filter media overall  and glass microfiber filter media segment  
(678)  In the possible  market for all fibrous filter media, the combined entity would have, 
according to the Notifying Party ’s estimates for 2018, a market share of [30-40]% 
worldwide (with an increment of [0 -5]% from Danaher) and [20- 30]% market share 
in the EEA (with a  [0-5]% increment from Danaher). The Transaction does not give 
rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement  at worldwide and EEA levels, in particular 
because the […] increment attributable to  Danaher  ([0-5]%) is confined to the mere 
re-sale of  Ahlstrom -Munksjö’ s products. 
(679)  When considering the different segments of fibrous filter media as separate product 
markets, the Parties ’ activities would only overlap in the possible market for glass 
microfiber filter media.  In the  possible market for  glass microfiber filter media , the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement  for the following reasons.  
(680)  First, if a glass microfiber filte r media market were defined, the combined entity 
would have, according to the Notifying Party ’s estimates for 2018, a market share of 
[20-30]% worldwide (with an increment of [0 -5]% from Danaher) and [20- 30]% 
                                                 
499  Questionnaire Q2, question E.D.1.1 and questionnaire Q4, question E.D.1.  
500  According to the data provided by the Parties, the Transaction does not give rise to affected markets in 
(i) all lab filtration products or if there are separate markets for (ii)  lab filter media; (iii)  membrane filters; 
(iv) non-microbiology membrane filters segment; (v)  microbiology membrane filters segment; 
(vi) cellulose filter papers; (vii)  overall disposable devices/media encapsulation filters; (viii)  syringe 
filters; (ix)  non-sterile syringe filters; (x)  sterile syringe filters; (xi)  50/60 mm in- line filters; (xii)  capsule 
filters segment; (xiii)  vent filters segment; (xiv)  plate filters segment; (xv)  spin devices; (xvi)  overall lab 
filtration accessories; (xvii)  filter holder segment; (xviii)  filter funnels segment; (xix)  hardware segment; 
(xx) vacuum pumps segme nt; (xxi) cut membrane discs ; and (xxii) quartz filter papers . 
 
129 market share in the EEA (with a  [0-5]% increment from Danaher). The […]  
increment from Danaher ’s side is likely to have no impact on the competitive 
environment; also, Danaher ’s small market share comes from reselling the products 
bought fr om Ahlstrom- Munksjö.  
(681)  Second, a ccording to the Partie s501, the merged entity will continue to face effective 
competition from a number of suppliers like Ahlstrom -Munktell, Advantec, 
Macherey -Nagel and Hahnemuehle Fineart GmbH . 
(682)  Third, the vast majority of customers who expressed an opinion on this point 
expects502 that the proposed Transaction will not have a negative impact on the price, 
quality, product range, innovation, and security of supply of glass microfiber filter 
media. The views of competitors regarding the negative impact on price were evenly 
split, but the majority of competitors who expressed an opinion on this point do not 
expect any negative impact on quality, product range, innovation, and security of 
supply.  
(683)  In light of the considerations  in paragraphs (678)  to (682)  above  as well as all 
evidence available to it , the Commission concludes that , in the potential worldwide 
or EEA -wide market s for all fibrous filter media  and glass microfiber filter media,  
the Transaction will not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreeme nt due to horizontal non-
coordinated effects.  
5.4.2.2. Microbiology manifold segment  
(684)  In the microbiology manifold segment , the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement  for the following reasons.  
(685)  First, if a relevant product market would be defined for the m icrobiology manifold 
filter , the combined entity would have, according to the Notifying Party ’s estimates 
for 2018, a market share of [10- 20]% worldwide (which would not be an affected 
market) and a [20-30]% market share in the EEA (with a  [0-5]% increment from GE 
Biopharma). Post transaction, the merged entity market share would be [20- 30]%503 
with a […]  increment from GE ’s side.  
(686)  Second, the vast majority of customer w ho expressed an opinion on this point 
expects that the proposed Transaction will have no impact on the price, quality, 
product range, innovation, and security of supply of microbiology manifold 
segment504. Also, most competitors do not expect505 any negative impact on quality, 
product range, innovation, and security of supply.  
                                                 
501  Form CO, paragraph 2180.  
502  Questionnaire Q2, question E.E.4.  
503  See also Horizontal Merger Guidelines, paragraph 18.  
504  Questionnaire Q2, question E.E.5.  
505  Questionnaire Q4, question E.E.6.  
 
130 (687)  Third, the majority of competitors who expressed an opinion on this point 
answered506 that it would be easy to start producing in the microbiology manifold 
segment . 
(688)  Even thou gh the majority of competitors who expressed an opinion on this point 
expressed concerns about a potential price increase post -transaction, in light of the 
Notifying Party's arguments507 that are in line with the above  findings and  
considerations, the Commis sion concludes that the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement  in the possible worldwide or EEA -wide market for the 
microbiology manifolds . 
5.4.2.3. Assessment of the  non-affected markets  of overall lab filtration products, syringe 
filters, cut membrane discs and lab filter media overall  
(689)  As some competitors raised competition concerns regarding the (non- affected) 
market for overall lab filtration products, the Commission also assessed a possible 
overall market for lab filtration products.  
(690)  However, in this market, based on the results of the market investigation, the 
Commission considers that the Transaction does not give rise to serious doubts as to 
its compatibility with the internal market or  the functioning of the EEA Agreement 
for the following reasons . The combined entity would have, according to the Parties 
estimates for 2018508, a combined market share below 20% both at a worldwide level 
and at EEA level; the  merged  entity would still face competitive pressure from a 
number of suppliers like Merck Mil lipore, Sartorius, Advantec, Ahlstrom Munktell, 
Thermo Fisher and Macherey Nagel.  
(691)  The market investigation show s509 that customers consider that there would be 
enough suppliers on the market of overall lab filtration post -Transaction, including 
new entrants from China. In addition, the vast majority of customers who expressed 
an opinion on this point does not expect any negative impact of the proposed 
transaction on price, quality, product range, innovation, and security of supply510. 
Also, the majority of competitors who expressed an opinion on this point does not 
expect any negative impact of the proposed transaction on quality, product range, 
innovation, and security of supply.  
(692)  Also , the market investigation show s that customers consider that there are no 
barriers to switch suppliers as lab filtration products are not subject to regulatory 
filing as the bioprocessing filters are511. 
(693)  One competitor raised competition concern s regarding the (non- affected) markets for 
syringe filters and cut membrane discs512 and another competitor raised concerns 
regarding the (non -affected) lab filter media. However, in these markets, based on 
                                                 
506  Questionnaire Q4, question E.E.3.  
507  Form CO, paragraphs 2190- 2194.  
508  Form CO, paragraph 2168 
509  Questionnaire Q2, question E.E.3.  
510  Questionnaire Q2, question E.E.3.  
511  Questionnaire Q2, question E.E.3.1.  
512  RFI 15 of 19 November 2019, question 2: “Cut membrane discs are circular discs cut from larger rolls of 
membrane; cut membrane discs would be a sub -segment of the membrane filters segment ”.  
 
131 the results of the market investigation, the Commis sion considers that the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement for the following reasons . 
(a) Syringe filters: The combined entity would have, according to the P arties 
estimates for 2018, a combined market share below 20%513 both at a 
worldwide level and at a EEA level;  the merged entity would still face 
effective competition competition from a number of suppliers like Merck 
Millipore, Sartorius, Thermo Fisher and m any small players, including new 
low-cost entrants from China, more particularly in the analytical segment as 
stated by the Parties514. 
(b) Cut membrane discs: The combined entity would have  a combined market 
share below 20%515 both at a worldwide level and at a E EA level; the merged 
entity would still face effective competition516 from a number of suppliers 
like Merck Mi llipore, Sartorius, Thermo Fisher, Cobetter and many small 
players like Advantec, MIDI, Sterlitech, Donaldson and others.  
(c) Lab filter media: The combined entity would have a combined market share 
below 20%517 both at a worldwide level and at a n EEA level; the merged 
entity would still face effective competition competition from a number of 
suppliers like Merck Millipore, Sartorius, Thermo Fisher, and Corning . 
(694)  In light of the considerations in paragraphs (684)  to (693)  above  as well as all 
evidence available to it , the Commission considers that, in the potential worldwide 
or EEA -wide markets for overall lab filtration, syringe filters, cut membrane discs 
and lab filter media, the Transaction will not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement  due 
to horizontal non- coordinated effects under any plausible market definition . 
5.5. Coordinated  effects  
(695)  The Notifying Party takes the view that the Transaction does not give rise to 
coordinated effects in the (wor ldwide or EEA -wide) markets for LF detection 
systems; super -resolution microscopes; confocal HCS systems; widefield HCS 
systems; fibrous filters; glass microfiber filter media; or microbiology manifolds.518 
(696)  The Commission assessed whether  the Transaction give s rise to serious doubts as to 
its compatibility with the internal market or the functioning of the EEA Agreement  
in terms of coordinated effects in the markets mentioned in paragraph (695)  above, 
taking into account the following:  
(a) LF detection systems : In this market, Danaher focuses on LF detection 
systems based on BLI technology while GE only offers systems based on 
SPR technology. While the Commission considered the Parties to compete 
closely, the market for LF detection systems has to be reg arded as a 
                                                 
513  Form CO, paragraph 2049.  
514  Pre-notification RFI 5, question 95.  
515  RFI 15 of 19 November 2019, questi on 2.  
516  RFI 15 of 19 November 2019, question 1.  
517  Form CO, paragraph 2048.  
518  Form CO, paragraphs 2197ff, 2527ff, 2948ff, and 3335ff.  
 
132 differentiated market. Not only the product offerings, but also the  suppliers of 
LF detection systems are also differentiated including large suppliers (such as 
the Parties, PerkinElmer, and Bruker); medium -sized suppliers (such as 
Malvern Micro cal); and smaller suppliers (such as Carterra and Creoptix). 
The market investigation did not reveal concerns of customers or competitors 
regarding coordinated effects in LF detection systems.519 
(b) Super -resolution microscopes : The products of the Parties are highly 
differentiated , as Danaher offers confocal -based super -resolution 
microscopes and GE supplies widefield -based super -resolution microscopes. 
The market investigation did not reveal concerns of customers or competitors  
regarding coordinated effects in super -resolution microscopes.520 
(c) Confocal HCS systems and widefield HCS systems : In HCS sys tems, post -
Transaction, several players will remain in the market, including established 
competitors, such as PerkinElmer, and recent  entrants, such as Zeiss. 
Furthermore, in confocal HCS systems, the Parties’ products are offered at 
highly different iated  price points. The market investigation did not reveal 
concerns of customers or competitors regarding coordinated effects in 
confocal HCS systems and widefield HCS systems.521 
(d) Fibrous filter media, glass microfiber filter media, and microbiology 
manifolds. The relevant markets are highly asymmetric as reflected in the 
significant market share differences between Danaher and GE.522 The market  
investigation did not reveal concerns of customers or competitors regarding 
coordinated effects in these  plausible  markets.523 
(697)  In light of the considerations above  as well as all evidence available to it , the 
Commission concludes that, in the worldwide or EEA markets for mentioned in 
paragraph  (695)  above, the Transaction will not give rise to serious  doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement due 
to horizontal coordinated effects.  
6. CONCLUSION ON COMPETI TIVE ASSESSMENT  
(698)  In view of sections 4 and 5 above, the Commission concludes that the following 
markets will give rise to serious doubts as to their compatibility due to horizontal 
non-coordinated effects: (i ) in the worldwide market for microcarriers (either overall, 
or in the potential market s for microporous microcarriers, animal -based 
microcarriers, non -animal -based microcarriers, cationic mi crocarriers or collagen -
coated microcarriers) ; (ii) the worldwide or EEA -wide market for TFF systems 
(SUT); (iii ) the worldwide or EEA -wide market for flat sheet TFF systems (SUT); 
(iv) the worldwide market for hollow fibre TFF systems (conventional); (v)  
the worldwide or EEA -wide market for stainless steel chromatography skids ; (vi) the 
worldwide or EEA -wide market for SUT chromatography skids ; (vii) the worldwide 
                                                 
519  Questionnaire Q2, questions F.1, F.3, and G.2 and questionnaire Q4, question F.2.  
520  Questionnaire Q2, questions F.1, F.3, and G.2 and questionnaire Q4, question F.2.  
521  Questionnaire Q2, questions F.1, F.3, and G.2 and questionnaire Q4, question F.2.  
522  See paragraphs  (679) , (681) , and (686)  above.  
523  Questionnaire Q2, questions F.1, F .3 and G.2 and questionnaire Q4, question F.2.  
 
133 or EEA -wide market for continuous chromatography  skids ; (viii ) the worldwide or 
EEA -wide market for non -Protein A affinity resins ; (ix) the worldwide or EEA -wide 
market  for ion e xchange resins ; (x) the worldwide or EEA -wide market  for mixed -
mode resins ; (xi) the worldwide or EEA -wide market for chromatography columns ; 
and ( xii) the worldwide or E EA-wide market for LF detection systems.  
7. MODIFICATION OF THE TRANSACTION  
7.1. Framework for the assessment of the commitments  
(699)  The following principles, as referred to in the Commission Regulation (EC) No 
802/2004 and in the Commission Notice on remedies accepta ble under the Merger 
Regulation (the “ Remedies Notice” )524 apply where parties to a concentration choose 
to offer commitments in order to restore effective competition following serious 
doubts identified by the Commission with a view to having the transaction approved 
in phase 1.  
(700)  In phase 1, commitments offered by the parties can only be accepted where the 
competition problem is readily identifiable and can easily be remedied. The 
competition problem therefore needs to be so straightforward and the remedies so 
clear -cut that it is not necess ary to enter into an in -depth investigation and that the 
commitments are sufficient to clearly rule out serious doubts within the meaning of 
Article 6(1)(c) of the Merger Regulation. Where the assessment confirms that the 
proposed commitments remove the gr ounds for serious doubts on this basis, the 
Commission clears the merger in phase 1 . 
(701)  In assessing whether the proposed commitments will likely eliminate the 
competition concerns identified, the Commission considers all relevant factors 
including inter alia  the type, scale and scope of the proposed commitments, judged 
by reference to the structure and particular characteristics of the market in which the 
competition concerns arise, including the position of the parties and other 
participants on the market. A s set out in the Remedies Notice, the commitments have 
to eliminate the competition concerns entirely, and have to be comprehensive and 
effective from all points of view. The Commission only has power to accept 
commitments that are capable of rendering the  concentration compatible with the 
internal market or the functioning of the EEA Agreement in that they will prevent 
the significant impediment to effective competition in all relevant markets where 
competition concerns were identified.  
(702)  In order for the c ommitments to comply with those principles, they must be capable 
of being implemented effectively within a short period of time. The Commission 
must determine with the requisite degree of certainty, at the time of its decision, that 
they will be fully implemented and that they are likely to maintain effective 
competition in the market.  
(703)  As concerns the form of acceptable commitments, the Merger Regulation leaves 
discretion to the Commission as long as the commitments meet the requisite 
standard.  
                                                 
524  Commission's Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004, OJ C 267, 22.10.2008, p. 1.  
 
134 (704)  Divestiture  commitments are often the most effective way to eliminate competition 
concerns resulting from horizontal overlaps. The intended effects of a divestiture 
will only be achieved if and once the business to divest is transferred to a suitable 
purchaser in whose hands it will become an active competitive force in the market.  
(705)  To that end, the divested activities must consist of a viable business that, if operated 
by a suitable purchaser, can compete effectively with the merged entity on a lasting 
basis and that is divested as a going concern.525 The business has to include all the 
assets which contribute to its current operation or which are necessary to ensure its 
viability and competitiveness and all personnel which is currently employed or 
which is necessary to ensure the business ’ viability and competitiveness.  Normally, a 
viable business is a business that can operate on a stand- alone basis, which means 
independently of the merging parties as regards the supply of input materials or other 
forms of cooperation other than during a transitory period.  
(706)  Even though the divestiture of an existing viable stand- alone business is normally 
required, the Commission, taking into account the principle of proportionality, may 
also consider the divestiture of businesses which have existing strong links or are 
partially integrated with businesses retained by the parties and therefore need to be 
‘carved out ’.526 The Commission will only be able to accept commitments which 
require the carve -out of a business if it can be certain tha t, at least at the time when 
the business is transferred to the Purchaser , a viable business on a stand- alone basis 
will be divested and the risks for the viability and competitiveness caused by the 
carve -out will thereby be reduced to a minimum.527  
(707)  In orde r to ensure that the business is divested to a suitable purchaser, the 
commitments have to include criteria to define its suitability which will allow the 
Commission to conclude that the divestiture of the business to such a purchaser will 
likely remove th e competition concerns identified.  
(708)  An up- front buyer may be necessary in cases which cause considerable risks of 
preserving the competitiveness and saleability of the divestment business in the 
interim period until divestiture. This category comprises case s where the risks of a 
degradation of the divestment business appear to be high, in particular due to a risk 
of losing employees being key for the business, or where the interim risks are 
increased as the parties are not able to undertake the carve -out process in the interim 
period, but the carve -out process can only take place once a sales and purchase 
agreement with a purchaser is entered into. The up- front buyer provision may 
accelerate the transfer of the business to be divested — given the increased 
incentives for the parties to close the divestiture in order to be able to complete their 
own concentration — to such an extent that the commitments may allow the 
Commission to conclude with the requisite degree of certainty that those risks are 
limited and the divestiture will be effectively implemented.528 
                                                 
525  Remedies Notice, paragraph 23.  
526 Remedi es Notice, paragraph 35.  
527  Remedies Notice, paragraph 36.  
528  Remedies Notice, paragraph 55.  
 
135 7.2. COMMITMENTS SUBMITTED  BY THE NOTIFYING PARTY  
(709)  In order to render the concentration compatible with the internal market  and the 
functioning of the EEA Agreement , on 27 November 2019 the Notifying Party  
submitted commitments pursuant to Article 6(2) of the Merger Regulation. The 
Notifying Party made some technical modifications on the text of the commitments 
and resubmitted them on 28 November 2019 (the “ Initial Commitments ”).  
(710)  The Commission launched a market test of the Initial Commitments on 
29 November  2019, seeking responses from competitors and customers. The 
Commission informed the Notifying Party of the results of the market test on 
6 December  2019. Following the Commission’ s feedback on the market test and the 
assessment of the Initial Commitments, the Notifying Party submitted a revised set 
of commitments on 10 December  2019 (the “Final Commitments ”). 
(711)  The Final Commitments are annexed to this decision and form an integra l part of it . 
7.3. Initial  Commitments  
7.3.1. Description of the Initial Commitments  
(712)  In substance, t he Initial Commitments include the divestiture of five businesses 
controlled by t he Notifying Party  (jointly, the “Divestment Business”) : (a)  the 
FortéBio molecular cha racterisation business from Danaher’s Molecular Devices 
subsidiary (“the FortéBio molecular characterisation business”); (b)  Danaher’s Pall 
Biotech SoloHill microcarriers and the particle validation standards (“ PVS”) 
business (“Microcarriers Divestment Bus iness”);  (c) Danaher’s Pall Biotech 
chromatography resins business;  (d) Danaher’s Pall Biotech chromatography 
hardware business comprising conventional chromatography columns, conventional 
and single -use technology chromatography skids and BioSMB continuous 
chromatography Process Development and Process Scale skids  (“Danaher’s Pall 
Biotech chromatography hardware business”) ; and  (e) Danaher’s Pall Biotech 
Single -Use Tangential Flow Filtration ("SUT TFF") systems and stainless -steel 
Hollow  Fibre TFF  (“SS HF TFF”) systems business (“ the TFF Divestment 
Business”).  
7.3.1.1. The FortéBio molecular characterization business  
(713)  The FortéBio molecular characterisation business operates out of legal entity ( […]) 
within Molecular Devices LLC.  
(714)  The FortéBio Divestment busi ness consists of Danaher ’s business in label -free 
detection (a field within molecular characterization) that offers instruments and 
consumables for BLI under its Octet and BLItz product lines, as well as for SPR 
which it offers under its Pioneer product li ne. 
(715)  It includes: (i)  tangible and intangible assets; (ii)  licences , permits and 
authorisations; (iii)  contracts, leases, commitments and customer orders; 
(iv) customer, credit and other records; and (v) personnel, including salesforce . The 
Notifying Party furthermore undertake the required preparation work to ensure post -
closing business continuity (notably, regarding the [ certification s]). The Notifying 
Party further commits to allow the Purchaser to rely on Pall’s existing certification 
under a TSA.  
 
136 7.3.1.2. It does not include  the […] trademark and logo (although a license will be provided 
for a transitory period of [ …], extendable by […]). Microcarriers Divestment 
Business  
(716)  The “Microcarriers Divestment Business ” operates out of [Danaher’s organisation 
structure]  located in Ann Arbor, Michigan (USA).  
(717)  The business transferred includes: (i ) tangible and intangible assets including 
equipment and intellectual property; (ii ) contracts, leases  and commitments; 
(iii) customer, credit and other records; ( iv) personnel (ex cluding those attributed to 
the activities listed below) ; and (v) Danaher will assist the Purchaser with 
preparation work to obtain its own  [certification s] to ensure business continuity after 
the divestiture and will allow the Purchaser to rely on Pall’s existing certification 
under a TSA until it obtains it . 
(718)  It does not include: (ii)  the rights to use the Pall brand [Danaher’s intellectual 
property rights and timeframe] . 
(719)  The business transferred does not include: (i ) back office functions; (ii ) salesforce  
(but the Notifying Party commits to train the Purchaser’s salesforce under a TSA for 
[timeframe] ); and (iii) Process Development Services  (“PDS”) , which are currently 
located in the [… ] facility and  which provides targeted development and 
consultation services for the development of bioprocessing systems and processes.  
7.3.1.3. Danaher ’s Pall Biotech chromatography resins business  
(720)  The “Chromatography resins business ” consists of […] located in Cergy (France) 
which will be transferred to the Purchaser . 
(721)  The business transferred includes: (i ) the Cergy facility and its equipment; 
(ii) tangible and intangible assets; (iii)  personnel (excluding salesforce) ; and 
(iv) Danaher will assist the Purchaser with preparatio n work for the Purchaser to 
obtain an [ certification s] for the business to be transferred.  
(722)  The business transferred does not include: (i ) salesforce (but the Notifying Party 
commits to train the Purchaser’s salesforce under a TSA) ; (ii) the right to use th e 
Pall trade mark or the Pall logo for chromatography resins for a period of [ …], 
extendable by [ …]; and (iii) employees and facilities that are within the Cergy 
facility but unrelated to the chromatography resins operations.  
7.3.1.4. Danaher ’s Pall Biotech chromatography hardware business  
(723)  The Initial Commitments529 foresee to (i ) consolidate Danaher ’s activities in 
columns and skids in a segregated section of Pall ’s […] facility on an interim basis ; 
and to (ii ) subsequently relocate these to a suitable new location in the [… ] area.  
(724)  Process development skids BioSMB continuous chromatography skids are currently 
assembled in [location] , and will as per the commitments be relocated to a new 
location in [ …]. 
                                                 
529  The Initial Commitments package includes the entire skids business from Pall.  
 
137 (725)  The business transferred includes: (i ) tangible and intangible assets (including 
intellectual property rights); (ii)  licen ces, permits and authorisations issued by any 
governmental organisation for the benefit of the hardware chromatography business; 
(iii) contracts, leases, commitments and custom er orders of the hardware 
chromatography business; all customer, credit and other records; (iv)  the Personnel, 
and notably the engineers, but excluding those attributed to the activities listed 
below; and (v) Danaher will assist the Purchaser with preparat ion work for the 
Purchaser to obtain an [ certification s] for the business to be transferred.  
(726)  The business transferred does not include: (i ) back office functions; (ii ) salesforce 
(but the Notifying Party commits to train the Purchaser’s salesforce under a TSA for 
[timeframe] ); and (iii)  the […]  Trademark, which will be licen ced under a TSA.  
7.3.1.5. The TFF Divestment Business   
(727)  Danaher ’s facilities for SUT flat sheet and SS hollow fibre TFF skids are located in 
[…]. The Commitments foresee that the personnel and activities in […]  for these 
products will move within the facility to a segregated section. The […]  activities for 
these products will be relocated to an already leased new location in […] . The […]  
activitie s for these products will be relocated to available space in the transferring 
[…] facility. Post- closing, the […]  activities will be relocated to a new location in 
the […] area. Danaher will use its Best Efforts to help the Purchaser in this 
relocation exercise.  
(728)  The TFF Divestment Business includes Danaher’s businesses in TFF systems (SUT) 
and hollow fibre TFF systems (conventional).  
(729)  The TFF Divestment Business does not include: (i ) the trademark for […] , although 
Danaher will license these to the purchaser  for a transitory period of [ …]; 
(ii) Danaher ’s salesforce (but the Party commits to train the Purchaser’s salesforce 
under a TSA); (iii ) no [location]  personnel or functions will transfer (inventory will 
transfer); (iv ) Danaher ’s activities in the assembly of flow kit consumables and 
valves for SUT TFF skids (the Purchaser will receive a license to any trade secrets of 
the business relating to the design, manufacture and assembly of SUT flow kits) ; and 
(v) Danaher will assist the Purchaser with prep aration work for the Purchaser to 
obtain an [ certification s] for the locations to be transferred.  
(730)  The entire Divestment Business is complemented by a Transitional Trademark 
Licen ce Agreement for the retained Trademark and Logos, namely […] , whereby the 
Purchaser obtains a […]  license to use those Trademarks and brands for the 
Divestment Business for [timeframe] . However, no specific [timeframe] .530 
(731)  In addition, the Initial Commitments provide for special criteria that a potential 
purchaser needs to fulfil. Wi th regard to the entire Divestment Business, the 
Purchaser must (i)  have proven expertise in the biotechnology process equipment 
and/or consumables industry; (ii ) have an established presence in at least one U nion 
Member State other than the United Kingdom ; and (iii)  have at its disposal back -
office support functions531. With regard to the SoloHill microcarriers and PVS 
                                                 
530  Annex 7 of the Initial Commitments.  
531  Such as IT staff and operations, general  back -office software, HR functions, finance, accounting, tax and 
legal and compliance support.  
 
138 business, the chromatography resins business, the chromatography hardware 
business and the SUT TFF and SS HF TFF systems businesses, the potential 
purchaser must also have at its disposal a salesforce with experience of selling and 
promoting biotechnology process equipment and/or consumables in EMEA, the 
Americas and Asia, including China.  
(732)  Moreover, the Notifying Party commits not to implement the Transaction before it, 
or the Divestiture Trustee, has entered into a final binding sale and purchase 
agreement for the sale of the Divestment Business and the Commission has approved 
the Purchaser and the terms of sale in accordance with the procedure set out in the 
Final Commitments.  
(733)  Finally , the Notifying Party has entered into related commitments, inter alia 
regarding the separation of the divested businesses from their retained businesses, 
the preservation of the viability, marketability and co mpetitiveness of the divested 
businesses, including the appointment of a monitoring trustee and, if necessary, a 
divestiture trustee.  
7.3.2. Results of the market test 
(734)  The commission launched a market test of the Initial Commitments on 29  November 
2019, which was  addressed to competitors and customers. Overall, the feedback of 
the market test was positive as to the elimination of competition concerns by the 
proposed commitments .532  
(735)  With respect to all the areas of concern , the majority of the respondents who 
expres sed an opinion on this point considered that after the transfer of the entire 
Divestment Business , the suitable Purchaser would be able to operate it  as a viable 
competition constraint  to the merged entity.533 
(736)  The majority of market respondents consider that  the purchaser criteria are 
appropriate to identify a suitable purchaser the Divestment Business.534 Two market 
respondents expressed the opinion on this point that the potential purchaser should 
not discontinue the Divestment Business: “ it should be added to above 
considerations that the Divestment Business should not be discontinued by the 
purchaser ”, “The criteria selected are acceptable to guarantee customers that the 
business will see continuity, as it is a very specialized market segment. As mentioned 
in point F.1.1 the issue will be having the purchaser guarantee they will not 
discontinue product lines, as a potential company which fits the selection criteria 
listed would inevitably be a company which already has similar products on the 
market ”.535 
                                                 
532  Market test questionnaire, question E.B.1 (FortéBio molecular characterisation business); questions D.B.1 
and D.B.2 (TFF Divestment business); question A.B.1  (Microcarriers Divestment Business); 
question  C.B.1 (Danaher’s Pall Biotech chromatography resins business); question B.B.1, B.B.2 
and B.B.3 (Danaher’s Pall Biotech chromatography hardware business).  
533  Market test questionnaire, question F.1 (Entire Dive stment Business Package), question E.B.2 (FortéBio 
Divestment Business); question D.B.3 (TFF Divestment business); question A.B.2 (Microcarriers 
Divestment Business); question C.B.2 (Danaher’s Pall Biotech chromatography resins business); 
question  B.B.2 (D anaher’s Pall Biotech chromatography hardware business).  
534  Market test questionnaire, question F.A.1.  
535  Market test questionnaire, question F.A.1.1.  
 
139 (737)  Howev er, with respect to the different commitments packages, some additional areas 
for improvement were identified: 
(a) With the exception of the FortéBio business, the commitment does not 
include a ‘ go-to-market ’ sales staff. While the purchaser criteria require a  
suitable purchaser to have its own sales organisation, several respondents 
highlighted that the lack of sales force in the commitments package may 
impede upon the competitiveness of the divested businesses.536 
(b) While the Notifying Party proposes transitional  license agreements for brands 
that are used by the divestment business es537, and as well by the retained 
business, several respondents considered that the length of the transitional 
licensing agreements would not be long enough.  
(c) Moreover, the feedback was mixed as to whether a change in the brand name 
of products that are specified in the regulatory filings would require a 
modification of the regulatory approval and how cumbersome this would be. 
The majority of the market respondents who expressed an opinion on this 
point were not worried about the impact of the brand change in the regulatory 
filling for Danaher’s Pall Biotech chromatography resins business538 and 
Danaher’s Pall Biotech chromatography hardware  business.539  
(d) Regarding the Danaher’s Pall Biotech chromatography hardware business, 
some market participants expressed their worries about the relocation of 
continuous chromatography in the […]540 area and of the rest of the activities 
in the […]  area541. In particular, these moves would create uncertainties about 
the losses of know -how and technical capabilities ; there would also be a need 
to limit the distance to the new facilities as much as possible . 
(e) Regarding the Danaher’s Pall Biotech chromatography resins business, some 
respondents specified that the [su pply source]  agreement for Protein A and 
the membrane chromatography should be included in the commitments 
package.542 
(f) Regarding the filtration skids remedy, some market participants indicated the 
importance for the Purchaser to have associated consumables (filters and 
flow kits, as discussed further below).  
(g) The results of the market test were mixed as to whether the exclusion of the 
PDS will hinder the Purcha ser’s ability to operate the Microcarriers 
Divestment Business as a viable and competitive force.543 
                                                 
536  Market test questionnaire, questions B.D.5, C.D.5 and D.D.5.  
537  Danaher’s Pall Biotech chromatography  resins business, Danaher’s Pall Biotech chromatography 
hardware business, the TFF Divestment Business.  
538  Market test questionnaire, question C.C.4.  
539  Market test questionnaire, question B.C.4.  
540  Market test questionnaire, question B.B.6.  
541  Market test  questionnaire, question B.C.5.  
542  Market test questionnaire, question C. B.1.1.  
543  Market test questionnaire, question A.B.4.  
 
140 7.3.3. The Commission’ s assessment of the Initial Commitments  
7.3.3.1. Scope of the Divestment Businesses  
(738)  The Commission firstly notes that the Initial Commitments remove th e full overlap 
in those markets where the transaction would have raised serious doubts as to its 
compatibility with the internal market and the EEA -Agreement , namely  (i) the 
worldwide market for microcarriers (either overall, or in the potential markets fo r 
microporous microcarriers, animal -based microcarriers, non -animal -based 
microcarriers, cationic microcarriers or collagen -coated microcarriers); (ii) the 
worldwide or EEA -wide market for TFF systems (SUT); (iii) the worldwide or EEA -
wide market for flat sheet TFF systems (SUT); (iv) the worldwide market for hollow 
fibre TFF systems (conventional); (v) worldwide or EEA -wide market for stainless 
steel chromatography skids ; (vi) the worldwide or EEA -wide market for SUT 
chromatography skids; (vii) the worldwi de or EEA -wide market for continuous 
chromatography skids; (viii) the worldwide or EEA -wide market for non -Protein A 
affinity resins ; (ix) the worldwide or EEA -wide market for ion exchange resins ; (x) 
the worldwide or EEA -wide market for mixed -mode resins;  (xi) the worldwide or 
EEA -wide market for chromatography columns ; and (x ii) the worldwide or EEA -
wide market for LF detection systems.  Thus, the Commission considers the Initial 
Commitments  in principle to be sufficiently broad to address the identified 
competition concerns.  
(739)  Moreover, the Commitments only comprise assets from the Notifying Party and 
therefore do not include any mix -and-match elements, which allows the Purchaser to 
realise certain efficiencies (in particular as regards the Chromatography Hardware 
and TFF Divest ment Businesses. 
(740)  The Commission , however, notes  that the Chromatography Hardware and TFF 
Divestment Businesses do not constitute stand- alone businesses and form currently 
part of a larger business that also includes other product areas that are not being 
divested. The Commitments foresee that the activ ities for divestiture will be 
segregated within the facilities where they are currently located, and subsequently 
moved to new locations  in the proximity. The Commission considers that this may 
entail complexities  and risks to be carefully assessed . In thi s context , the 
Commission firstly considers the nature of the activities carried out by the 
Chromatography Hardware and TFF Divestment Businesses. After the design or 
customisation of the design of a specific chromatography or TFF hardware, which is 
carried out [production secrets] , all of which will be transferred or made available to 
the Purchaser as part of the Chromatography Hardware and TFF Divestment 
Business ). The Commission moreover notes that the Chromatography Hardware 
Business was successfully mo ved from a different location to its current location in 
[…] when Danaher acquired it in 2005. Also , a majority of respondents who 
express ed an opinion in the market test  on this point  took the view that the envisaged 
concentration and relocation procedure  would enable the Purchaser to run the 
Hardware Chromatography and TFF Divestment Business es as a viable and 
competitive force.544 Furthermore, the purchaser criteria require that the Purchaser 
has proven expertise in the biotechnology process equipment and/ or consumables 
industry. On this basis, the Commission is able to accept the proposed carve -out as 
suitable for the Commitments in the current Transaction , in particular due to the 
                                                 
544  Market test questionnaire, questions B.B.5, B.B.6 and D.B.4.  
 
141 nature in which the relevant activities are performed today, and in light o f the 
purchaser criteria defined in the Commitments.  
(741)  The Commission considers that the lack of inclusion of sales personnel could entail 
risks for the Divestment Businesses to get access to the market in a timely manner. 
This concern has also been reflected in the market test where this was generally 
brought forward for each of the Divestment Businesses .545 One competitor 
considered that Divestment Business would in that regard be dependent on the 
salesforce of [Danaher].546 Overall, while a majority of respondents who expressed 
an opinion in the market test on this point did not consider any specific difficulties or 
risks associated with the fact that sales personnel would not transfer, a large minority 
did.547 Based on feedback from the market investigation, the Commission finds that 
it might take time to build up customer relationships for the products involved: 
“[s]ales personnel are the key to customers; this is an important asset, as it takes a 
long time to win a new customer, but takes only seconds to loose ”548; “[s]ales 
personnel in many cases build up a long- term relationship to the purchaser ”; “loss 
of built long- term business relationships and knowledge of target market needs ”; 
“[f]or this kind of equipment a long term r elation with clients is rather relevant 
(experience, interaction, know how and reliability). This relation needs to be 
reinstalled ”.549  
(742)  The Commission however also takes note that a significant majority of respondents 
who expressed an opinion on this point considered that the Commitment of the 
Notifying Party to train the Purchaser’s salesforce would enable the Purchaser to run 
the Divestment Business as a viable and competitive force.550  
(743)  While the Commission therefore accepts that the entirety Danaher’s salesforce 
generally does not transfer with the Divestment Business, it considers that the 
Commitments should foresee flexibility in this regard, allowing some sales 
personnel to also transfer to the Purchaser.  
(744)  In addition, the Commission notes that the Notif ying Party considered the number of 
[production secrets]  that it committed to transfer for the Chromatography Hardware 
Divestment Business and TFF Divestment Business to be confidential, and that in 
that regard it was  not able to obtain assurance from the market test whether  this 
number would be sufficient. In particular, according to the Notifying Party, 
[production secrets] .551 While there are currently a large number [production secrets]  
within Danaher’s organisation [production secrets] , the Notifying Party estimated the 
number of transferring engineers for the Chromatography Hardware and TFF 
Divestment Businesses by a review of projects executed in the period 2016- 2018 and 
an analysis of current pending projects.552 
                                                 
545  Except for the FortéBio Divestment business, which did include  ‘go-to-market’ sales staff.  
546  Market test questionnaire, question D.B.1.  
547  Market test questionnaire, question B.D.5 and C.D.5.  
548  Market test questionnaire, question A.D.5.1. 
549  Market test questionnaire, question D.D.1, question F.1.1.  
550  Market test questionnaire, questions A.D.6, B.D.6, C.D.6 and D.D.6.  
551  Form RM, paragraph 283.  
552  Form RM, footnotes 32 (chromatography) and 61 (TFF).  
 
142 (745)  In light of the above, the Commission considers that overall the scope of the 
Divestment Business appears to be sufficient as regards the number of engineers 
who are transferring, and that the lack of a general sales team appears to be 
compensated by the special purchaser criteria in combinati on with the  respective 
training commitment. That being said, the Commission considers that it would be 
necessary to fine -tune the number of transferring engineers and sales personnel in 
light of the identity of the Purchaser.  
(746)  The Commission notes that one  complainant  considers that the scope of the 
divestment is not wide enough, in that a divestiture of Danaher’s entire SUT and 
stainless steel hardware should be included. In this regard, the Commission notes 
that the entire SUT TFF business of Danaher is i ncluded in the Commitments, as 
well as the stainless steel systems for hollow fibre. While the stainless steel flat sheet 
systems are not included, as set out in section 4.5.3.3 above, the Commission did not 
find serious doubts in that respective area. Moreover, the Commission takes note of 
the Notifying Party’s argument that an inclusion of its stainless steel flat sheet 
systems into the commitments wo uld not be warranted in order to ensure the 
viability and competitiveness of the TFF Divestment Business, as (1) customers do 
not require suppliers to be active in all TFF systems segments, (2) transferring the 
Notifying Party’s stainless steel flat sheet systems activities, which are [production 
secrets]  would only add low -added value services to the TFF Divestment Business, 
such as logistics and procurement and support, as well as space for factory 
acceptance testing, and (3) the Divestment Business as a whole does not make or 
procure [production secrets] . Thus, the Commission considers that  the inclusion of 
the Notifying Party’s stainless steel flat sheet TFF activities is not be warranted for 
viability purposes . 
(747)  As regards the concern that the Chromatogr aphy resins business does not include the 
supply agreement with [supply source]  for Protein A , the Commission notes that this 
has been terminated and hence cannot be transferred. Moreover, the Commission 
does not find that the Transaction raises serious doubts as to its compatibility with 
the internal market or the functioning of the EEA Agreement in relation to the 
supply of Protein A. Likewise, the Commission does not raise serious doubts in 
relation to membrane chromatography and therefore considers that  the respective 
activities  doesn’t  need to  be included in the commitments .  
(748)  Finally, a  complainant who had in the market investigation been concerned on 
potential conglomerate effects brought forth by the proposed Transaction (as set out 
in section s 4.9.2 and 4.9.3) reiterated its concerns in the market test, and concluded 
that the proposed Commitments would not address these. However, as set out in 
section 4.9.4, the Commission does  not r aise serious doubts as regards the 
compatibility of the proposed Transaction in the internal market or the functioning of 
the EEA Agreement as regards conglomerate effects.  This complainant also 
considered that the Commitments would not address its concerns in an overall 
market of TFF systems, for which the Commission points out that it did not find 
serious doubts either, as set out in section 4.5.3.3. 
7.3.3.2. Viability and competitiveness of the Divested Businesses  
(749)  While a majority of respondents who expressed an opinion in the market test on this 
point  indicated that they did not see any specific difficulties or risks associated with 
 
143 the transitory supply or service agreements to the Purchaser,553 the Commission 
found that the commitment to not transfer certain of Danaher’s brands but instead to 
license these for a transitory period could pose difficulties to customers. The 
Commission recalls that once customers  have specified  a product in their production 
process, it might be difficult for them to replace such a product, given the 
requirements in terms of validation and regulatory filings. In this regard, the market 
test namely revealed that a change in brand name might also have an impact on the 
validity of a product concerned in a regulatory filing.554 Also, several respondents 
questioned whether the transitional trademark licen ce agreements were sufficiently 
long to allow the Purchaser to successfully rebrand the respective products.  
(750)  The Commission furthermore considers that it would be important for the Purchaser 
to offer associated consumables to go with the TFF divestment business, as indicated 
also in paragraph (242) , as well as flow kits, which are an integral part of SUT TFF 
skids.  
(751)  This was also reflected by comments of several respondents in the market 
investigation .555 In this regard, the Commission wil l pay particular attention in the 
buyer approval for the Purchaser to be able and incentivi sed to compete in light of , 
inter alia , its offering of consumables. 
(752)  Similarly, several respondents indicated the importance for the Purchaser to be able 
to supply t he flow kits that go with the SUT TFF skids.  A minority of respondents to 
the market test that took a position considered that the exclusion thereof would 
hinder the Purchaser’s ability to operate the TFF Divestment Business as a viable 
and competitive for ce.556 The Commission in this regard notes that the Commitments 
foresee to transfer Danaher’s manufacturing capabilities to the Purchaser, and that, 
according to the Notifying Party, its internal estimates suggest that “ [Danaher’s] 
flow kits account for only  about […]% of the expected flow kit consumption 
associated with [its] SUT TFF systems ”.557 Nonetheless, in order to safeguard what 
could potentially be a vital element, the Commission will pay particular attention in 
the buyer approval process for the Purchaser to be able to replicate Danaher’s 
production of these flow kits.  
7.3.3.3. Potential purchaser  
(753)  In response to the market test, more than 10 companies active in the bioprocessing 
industry expressed a general interest in the acquisition of the Divestment Business or 
parts thereof.558 The Commission also notes that the Notifying Party has already 
entered into a sales and purchase agreement for parts of the Divestment Business 
with Sa rtorius and is currently negotiating to extend the sales and purchase 
agreement to the entire Divestment Business.  
(754)  In this context, the Commission also notes that a large ma jority of respondents who 
expressed an opinion on this point considered Sa rtorius to be a suitable purchaser for 
                                                 
553  Market test questionnaire, questions A.D.4, B.D.4, C.D.4, D.D.4 and E.D.4.  
554  Market test questionnaire, ques tions A.D.4, B.D.4, C.D.4, D.D.4 and E.D.4.  
555  Market test questionnaire, questions D.B.1.1 and D.B.3.1.  
556  Market test questionnaire, question D.B.3.1, D.B.6 and D.B.6.1.  
557  RFI 19, question 13.  
558  Market test questionnaire, question F.A.5.  
 
144 the Divestment Business, if proposed by the Notifying Party.559 Nevertheless, the 
assessment of the suitability of any proposed purchaser by the Commission would be 
a subject of a separate procedure, as envisaged under the Initial C ommitments.  
(755)  The Commission also notes the Notifying Party's commitment not to implement the 
Transaction before the Commission approves the Purchaser, which further limit s the 
risk related to not finding a suitable purchaser.  
(756)  In light of the foregoing, the Commission considers that there is sufficient credible 
interest for the acquisition of the Divestment Business by potential purchasers.  
7.3.3.4. Conclusion on the Initial Commitm ents 
(757)  On the basis of the above, the Commission concludes that the Initial Commitments 
could generally be suitable to address the competition concerns identified by the 
Commission  in sections 4.3- 4.6. However, as explained  in section  7.3.3, the Initial 
Commitments showed certain shortc omings which could negatively impact on the  
viability and competitive ness of the Divestment Business . 
7.4. Final Commitments  
7.4.1. Description of the Final Commitments  
(758)  The Final Commitments essentially follow the structure of the Initial Commitments. 
The Notifying Party made improvements to address the shortcomings identified 
during the market test. In particular, the Final Commitments include  
(a) a commitment at the option of the Purchaser to transfer a specified number of 
sales personnel in North America, Europe and Asia should the Purchaser’s 
sales organisation be augmented by the transferring Microcarriers Divestment 
Business; the chromatography resins business; the chrom atography hardware 
business, and t he TFF Divestment Business.  
(b) a commitment at the option of the Purchaser to transfer to the Purchaser a 
maximum of [production process ] in [location] , as the case may be.  
(c) a commitment at the option of the Purchaser to transfer the PDS personnel, 
which are not included in the Microcarriers Divestment Business;  
(d) as regards the transitional trade mark licen ce agreements for the 
non-transferring trademarks and logos ([…] ), the Final Commitments clarify 
that the general term shall be [ …], extendable by a period of [ …] at the 
request of the Purchaser and followed by a [ …]; 
(e) a commitment at the request of the Purchaser to extend on a customer 
specific basis […] ; 
(f) a commitment at the request of the Purchaser to extend on a customer  
specific basis […] ; 
                                                 
559  Market test  questionnaire, question F.A.6.  
 
145 (g) as regards the transitional supply agreement for flow kit consumables, it has 
been clarified that this should be (i) at cost ; or (ii) at current terms and 
conditions, whichever is lower.  
7.4.2. Assessment of the Final Commitments  
(759)  The Commis sion considers that the Final Commitments effectively address the 
specific shortcomings of the Initial Commitments.  
(760)  The Commission notes the importance for  the Purchaser to find a suitable location in 
[…], in order to guarantee the viability and competitiv eness  of the Chromatography 
Hardware and TFF Divestment Business, and will pay particular attention in the 
buyer approval process to the respective planning and efforts made by the Purchaser 
in this regard .  
(761)  The Commission will also pay particular attention in the buyer approval process for 
the Purchaser to be able and incentivi sed to (i) replicate Danaher’s production of 
flow kits that are used with SUT TFF systems ; and (ii) compete with the TFF 
Divestment Business in light of , inter alia , its offe ring of consumables.  
7.4.3. Concl usion on the Final Commitments  
(762)  For the reasons outlined above, the Final Commitments  made by the Notifying Party  
are sufficient to eliminate the Commission’s serious doubts , identified in 
sections  4.3-4.6, as to the compatibility of the Transaction with the internal market 
and the functioning of the EEA Agreement.  
8. CONDITIONS AND OBLIGA TIONS  
(763)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have ente red vis -à-vis the Commission with a view to rendering the 
concentration compatible with the internal market  
(764)  The fulfilment of the measures that gives rise to the structural change of the market 
is a condition, whereas the implementing steps that are neces sary to achieve this 
result are generally obligations on the parties. Where a condition is not fulfilled, the 
Commission's decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach 
of an obligation, the Commission may revoke the clearance decision in accordance 
with Article 6(3) of the Merger Regulation. The undertakings concerned may also be 
subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the 
Merger Regulation.  
(765)  In accordance with the basic distinction between conditions and obligations 
described in the preceding paragraph, t he commitments in section  B, and the 
respective Schedules 1 to 5 and their annexes  of the Annex constitute conditi ons 
attached to this decision, as only through full compliance therewith can the structural 
changes in the relevant markets be achieved. The other commitments set out in the 
Annex constitute obligations, as they concern the implementing steps which are 
necessary to achieve the modifications sought in a manner compatible with the 
internal market  and the functioning of the EEA Agreement . 
 
146 9. CONCLUSION  
(766)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commit ments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in section B, and the respective Schedules 1 to 5 and 
their annexes  of the commitments annexed to th is decision and with the obligations 
contained in the other sections of the said commitments. This decision is adopted in 
application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger 
Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
1 10 Dec ember 2019  
 
By hand, email and fax : 00 32 2 296 4301  
European Commission  
DG Competition  
Place Madou 1  
1210 Saint -Josse -ten-Noode, Belgium  
 
 
Case M. 9331 – Danaher / GE Biopharma  
COMMITMENTS TO THE EUROPEAN COMMISSION 
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 as amended (the “ Merger  
Regulation ”), Danaher Corporation (“ Danaher ”) proposes the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to 
rendering the acquisition of sole control by Danaher over the General Electric Company’s 
(“GE’s ”) Healthcare Life Sciences Biopharma Business (“GE Biopharma”) (GE, together with 
Danaher, referred to as the “Parties ”) by means of an acquisition of equity and assets (the 
“Concentration ”) compatible with the internal market and the functioning of the EEA Agreement.  
This text shall be interpreted i n light of the Commission’s decision pursuant to Article 6(1)(b) of 
the Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “ Decision ”), in the general framework of European Union  
law, in particular in light of the Merger Regulation, and by reference to the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission 
Regulation (EC) No 802/2004 (the “ Remedies  Notice ”). 
The Commitments shal l take effect upon the date of adoption of the Decision (the “ Effective 
Date ”). 
  
 
2 Table of Contents  
 
Section A.  Definitions ..................................................................................................3 
Section B.  The commitment to divest and the Divestment Businesses  .......................4 
a) FortéBio molecular characterisation business  .............................................................5 
b) SoloHill microcarriers and PVS business  ....................................................................6 
c) Chromatography resins business  .................................................................................7 
d) Chromatography hardware business  ............................................................................8 
e) SUT TFF and SS HF TFF systems businesses  ............................................................8 
Section C.  Related commitments .................................................................................9 
Section D.  The Purchaser ...........................................................................................11 
Section E.  Trustee ......................................................................................................12 
Section F.  The review clause  ....................................................................................17 
Section G.  Entry into force  ........................................................................................17 
Schedule 1 -  The FortéBio Divestment Business  ..............................................................18 
Schedule 2 -  The Microcarriers and PVS Divestment Business  ........................................20 
Schedule 3 -  The Chromatography Resins Divestment Business  ......................................22 
Schedule 4 -  The Chromatography Hardware Divestment Business  .................................24 
Schedule 5 -  The SUT TFF and SS HF TFF Systems Divestment Business  .....................27 
Annex 1 on the FortéBio Divestment Business Organisational Chart  ...............................30 
Annex 2 on the FortéBio Divestment Business Intellectual Property  ...............................30 
Annex 3 on Potent ial Services to be Provided to the Divestment Businesses  ...................30 
Annex 4 on the FortéBio Divestment Business Main Suppliers ........................................30 
Annex 5 on the FortéBio Divestment Business Main Customers ......................................30 
Annex 6 on Supply and Services Agreement  ....................................................................30 
Annex 7 on Transitional Trademark License Agreement  ..................................................30 
Annex 8 on the Microcarriers and PVS Divestment Business Organisational Chart  ........30 
Annex 9 on the Microcarriers and PVS Divestment Business Intellectual Property  .........30 
Annex 10 on the Microcarriers and PVS Divestment Business Main Suppliers  ...............30 
Annex 11 on the Microcarriers and PVS Divestment Business Main Customers  .............30 
Annex 12 on the Chromatography Resins Divestment Business Organisational Chart  ....30 
Annex 13 on the Chromatography Resins Divestment Business Intellectual Property  .....30 
Annex  14 on the Chromatography Resins Divestment Business Main Suppliers  .............31 
Annex 15 on the Chromatography Resins Divestment Business Main Customers  ...........31 
Annex 16 on the Chromatography Hardware Divestment Business Organisational 
Chart  ..................................................................................................................31 
Annex 17 on the Intellectual Property Licence Agreement  ...............................................31 
Annex 18 on the Chromatography Hardware Divestment Business Intellectual 
Property  ..................................................................................................................31 
Annex 19 on the Chromatography Hardware Divestment Business Main Suppliers  ........31 
Annex 20 on the Chromatography Hardware Divestment Business Main Customers  ......31 
Annex 21 on the Chromatography Hardware Divestment Business Personnel  .................31 
Annex 22 on the SUT TFF and SS HF TFF Systems Divestment Business 
Organisational Structure  ....................................................................................................31 
Annex 23 on Potential Services to be Provided to the SUT TFF  and SS HF TFF 
Systems Divestment Businesses  ........................................................................................31 
Annex 24 on SUT TFF and SS HF TFF systems Main Suppliers  .....................................31 
Annex 25 on SUT TFF and SS HF TFF systems Main Customers  ...................................31 
Annex 26 on SUT TFF and SS HF TFF systems Divestment Business Personnel  ...........31 
 
 
3 Section  A. Definitions  
1. For the purpose of the Commitments, the following terms shall have the following  meaning:  
Affiliated Undertakings : undertakings controlled by the Notifying Party, whereby the notion 
of control shall be interpreted pursuant to Article 3 of t he Merger Regulation and in light of 
the Commission Consolidated Jurisdictional Notice u nder Council Regulation (EC) 
No 139/2004 on the control of concentrations between undertakings (the " Consolidated 
Jurisdictional Notice "). 
Assets: the assets that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Businesses as indicated in Section B and 
described more in detail in the Schedules and Annexes.  
Best Efforts: Best effort obligations shall b e interpreted solely in light of the Commission’s 
decision pursuant to Article 6(1)(b) of the Merger Regulation to declare the Concentration 
compatible with the internal market and the functioning of the EEA Agreement, the Merger 
Regulation and the general  principles of EU law.  
Closing : the transfer of the legal title and/or assets of the Divestment Businesses to the 
Purchaser.  
Closing Period:  the period of […] from the approval of the Purchaser and the terms of sale by 
the Commission.  
Confidential Informa tion: any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public  domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee’s objectivity and 
independence in discharging its duties under the Commitments.  
Divestment Businesses : the businesses as defined in Section B and in the Schedules that the 
Notifying Party commit to divest.  
Divestiture Trustee:  one or more natural or legal person(s) who is/are approved by t he 
Commission and appointed by the Notifying Party and who has/have received from the 
Notifying Party the exclusive Trustee Mandate to sell the Divestment Businesses to a 
purchaser at no minimum price.  
Effective Date : the date of adoption of the Commission’s 6(1)(b) decision.  
First Divestiture Period:  the period of […] from the Effective Date.  
Hold Separate Manager : the person(s) appointed by the Notifying Party for the Divestment 
Businesses to manage the day -to-day business under the supervision of the Monitoring 
Trustee.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Businesses, as listed in the Schedules, including the Hold Separate Manager(s).  
Monitoring Trustee : one or more natural or legal person( s) who is/are approved by the 
Commission and appointed by the Notifying Party, and who has/have the duty to monitor the 
Notifying Party’s compliance with the conditions and obligations attached to the Decision.  
Notifying Party : Danaher Corporation with its  registered office at 2200 Pennsylvania Ave. 
N.W., Suite 800W, Washington, D.C., USA.  
PD: Process Development  
Parties: the Notifying Party and General Electric Company, with its registered office at 
3135 Easton Turnpike Fairfield, Connecticut 0682, USA. 
 
4 Personnel : all staff currently employed by the Divestment Businesses, including staff 
seconded to the Divestment Businesses, shared personnel as well as the additional personnel 
listed in the Schedules.  
Purchaser : Sartorius AG, a stock corporation (Aktienge sellschaft) incorporated under the 
laws of Germany, or any other entity approved by the Commission as acquirer of Divestment 
Businesses in accordance with the criteria set out in paragraph 37 of these Commitments.  
Purchase Agreement : the purchase agreement  entered into on 18 October 2019 whereby 
Sartorius undertakes to acquire the Divestment Businesses1 or any equivalent purchase 
agreement where an alternate Purchaser undertakes to acquire the Divestment Businesses.  
Purchaser Criteria : the criteria laid dow n in paragraph 37 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
PVS : Particle Validation Standards.  
Schedules : the schedules to these Commitments describing more in detail the Divestment 
Businesses.  
SSA: Sup ply and Service Agreement.  
SUT : Single Use Technology 
Trustee: the Monitoring Trustee and/or the Divestiture Trustee as the case may be.   
Trustee Divestiture Period:  the period of […] from the end of the First Divestiture Period.  
TSA : Transition Services Agreement.  
 
Section  B. The commitment to divest and the Divestment Businesses  
Commitment to divest  
2. In order to maintain effective competition, the Notifying Party commits to divest, or procure 
the divestiture of the Divestment Businesses to the Purchaser by the end of the Trustee 
Divestiture Period as a going concern and on terms of sale approved by the  Commission in 
accordance with the procedure described in paragraph 38 of these Commitments. To carry out 
the divestiture, the Notifying Party commits to find a purchaser and to enter into a final 
binding sale and purchase agreement for the sale of the Div estment Businesses within the First 
Divestiture Period. If the Notifying Party has not entered into such an agreement at the end of 
the First Divestiture Period, the Notifying Party shall grant the Divestiture Trustee an 
exclusive mandate to sell the Dives tment Businesses in accordance with the procedure 
described in paragraph 49 of these Commitments in the Trustee Divestiture Period. The 
divestiture of  the Divestment Businesses shall not be implemented unless and until the 
Commission has approved the terms of divestiture in accordance with these Commitments.  
3. The proposed concentration shall not be implemented before the Notifying Party or the 
Divestitur e Trustee has entered into a final binding sale and purchase agreement for the sale of 
                                                 
1  On 18 October 2019, the Notifying Party concluded a Purchase Agreement with Sartorius AG to acquire 
the Divested Businesses described in Section B.(a) to (d) above. A copy of this Purchase Agreement has 
been submitted to the European Commission on 22 October 2019. Pursuant to Article X (Conditions to 
Closing), section 10.1(a), the obligations of each party under the Purchase Agreement are subject to all 
required approvals having been obtained, including that of the Europea n Commission. The Notifying Party 
is currently negotiating with Sartorius AG an amendment to the Purchase Agreement to include the 
Divested Business described in Section B.(e) above.  
 
5 the Divestment Business and the Commission has approved the Purchaser and the terms of 
sale in accordance with paragraph 38 of these Commitments.  
4. The Notifying Party sha ll be deemed to have complied with these Commitments if  
(a) by the end of the Trustee Divestiture Period, the Notifying Party or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement for the 
Divestment Businesses and the Commission approves the proposed purchaser and 
the terms of sale as being consistent with the Commitments in accordance with the 
procedure described in paragraph 38 of these Commitments and  
(b) the Closing of the sale of the Divestment Businesses to the Purchaser tak es place 
within the Closing Period.  
5. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a 
period of […] after the Effective Date, not acquire, whether directly or indirectly, the 
possibility of exercising influence  (as defined in paragraph 42 of the Remedies Notice, 
footnote 3) over the whole or part of the Divestment Businesses, unless, following the 
submission of a reasoned request from the Notifying Party showing good cause and 
accompanied by a report from the Mo nitoring Trustee (as provided in paragraph 63 of these 
Commitments), the Commission finds that the structure of the market has changed to such an 
extent that the absence of influence over the Divestment Business or Businesses is no longer 
necessary to rend er the proposed concentration compatible with the internal  market.  
Structure and definition of the Divestment Businesses  
6. The Divestment Businesses consist of the divestiture of five businesses:  
(a) the Notifying Party’s MolDev FortéBio molecular characterization business;  
(b) the Notifying Party’s Pall Biotech SoloHill microcarriers and PVS business;  
(c) the Notifying Party’s Pall Biotech chromatography resins business;  
(d) the Notifying Party’s Pall Biotech chromatography hardware business comprising 
conventional chromatography columns, conventional and single -use technology 
chromatography skids and BioSMB continuous chromatography Process 
Development and Process Scale skids; and  
(e) the Notifying Party’s Pall B iotech Single -Use Tangential Flow Filtration ("SUT 
TFF") systems and stainless- steel Hollow -Fibre TFF (“SS HF TFF”) systems 
business.  
a) FortéBio molecular characterisation business  
7. FortéBio is a provider of analytical systems designed to accelerate biotherapeutic drug 
discovery and development. The business manufactures molecular characterisation 
instruments and consumables and provides services for those instruments. FortéBio’s main 
analytical technology is bio -layer interferometry (“ BLI”), which is  used in its Octet and BLItz 
product lines. The company also offers instruments based on surface plasmon resonance 
(“SPR”) technology, which is used in its Pioneer product line. Molecular characterisation 
consumables include potentiometric sensors and reag ents used with molecular characterisation 
instruments.  
8. The legal and functional structure of this business as operated to date is described in 
Schedule  1. The FortéBio molecular characterisation business, described in more detail in 
 
6 Schedule 1 and Annexes, includes all assets and staff that contribute to the current operation 
or are necessary to ensure the viability and competitiveness of the business, in  particular:  
(a) the legal entity […] 
(b) all tangible and intangible assets (including intellectual property  rights);  
(c) all licences, permits and authorisations issued by any governmental organisation 
for the benefit of the FortéBio molecular characterisation business;  
(d) all contracts, leases, commitments and customer orders of the FortéBio molecular 
characterisation business; all customer, credit and other records;  and 
(e) the Personnel to the extent described in Schedule 1.  
9. In addition, the FortéBio molecular characterisation business includes the benefit, for a 
transitional period of up to […] and on terms and conditions equivalent to those at present 
afforded to the business or at cost, of all current arrangements under which the Notifying Party 
or its Affiliated Undertakings supply products or services to the FortéBio molecular 
characterisation business, as detailed in  Schedule 1 and relevant Annexes. The Commission 
may, in response to a reasoned request from the Purchaser showing good cause, extend the 
duration of the transitional period by up to […]. This request shall be accompanied by a report 
from the Monitoring Tr ustee, who shall, at the same time send a non -confidential copy of the 
report to the Notifying Party.  
10. Strict firewall procedures (e.g. IT segregation) will be adopted so as to ensure that any 
competitively sensitive information relating to, or arising from  such abovementioned 
arrangements (for example, product roadmaps) will not be shared with, or passed on to, anyone 
outside of the divestment business’ operations, beyond what is reasonably required for the 
compliance with the obligations relating to the SS As and/or TSAs.  
b) SoloHill microcarriers and PVS business  
11. The Notifying Party manufactures and sells microcarriers. The business operates out of […] 
(SoloHill), located in Ann Arbor, Michigan.  
12. Microcarriers are consumables used in cell culture bioprocessing. They provide a surface for 
the anchorage dependent cells to attach and grow in cell culture vessels and bioreactors for 
adherent cell culture. SoloHill manufactures and sells different types  of microcarriers 
(e.g., plastic, collagen -coated, Fact III, Plastic Plus, Star -Plus and Hillex) used in various cell 
culture applications, vaccine, rProtein and stem cell production.   
13. SoloHill also offers PVS, which includes kits and support for biopharmaceutical companies to 
identify contaminants during bioprocessing  and compare the level of contamination against 
manufacturing standards  
14. The legal and functional structure of this business as operated to date is described in 
Schedule  2. The SoloHill microcarriers and PVS business, descr ibed in more detail in 
Schedule  2 and Annexes, includes all assets and staff that contribute to the current operation or 
are necessary to ensure the viability and competitiveness of the business, in  particular:  
(a) all tangible and intangible assets (including intellectual property  rights);  
(b) all contracts, leases, commitments and customer orders of the SoloHill 
microcarriers and PVS business; all customer, credit and other records;  and 
(c) the Personnel as described in Schedule 2.  
 
7 15. In addition, the SoloHill microcarriers and PVS business includes the benefit, for a transitional 
period of up to […] and on terms and conditions equivalent to those at present afforded to the 
business or at cost, of all current arrangements under which Danaher or its Affiliated 
Undertakings supply products or services to the SoloHill microcarriers and PVS business, as 
detailed in Schedule 2 and relevant Annexes. The Commission may, in response to a reasoned 
request from the Purchaser showing good cause, ex tend the duration of the transitional period 
by up to […]. This request shall be accompanied by a report from the Monitoring Trustee, who 
shall, at the same time send a non -confidential copy of the report to the Notifying Party.  
16. Strict firewall procedures (e.g. IT segregation) will be adopted so as to ensure that any 
competitively sensitive information relating to, or arising from such abovementioned 
arrangements will not be shared with, or passed on to, anyone outside of the Divestment 
Business’ operations , beyond what is reasonably required for the compliance with the 
obligations relating to the SSAs and/or TSAs.  
c) Chromatography resins business  
17. The Notifying Party manufactures and sells different types of chromatography resins.  
18. This includes ion exchange r esins, mixed mode resins, and affinity resins excluding Protein A. 
The resins business operates out of a […] at Cergy, France.  
19. The legal and functional structure of this business as operated to date is described in 
Schedule  3. The Cergy chromatography resi ns business, described in more detail in Schedule 3 
and Annexes, includes all assets and staff that contribute to the current operation or are 
necessary to ensure the viability and competitiveness of the business, in particular: 
(a) all tangible and intangible  assets (including intellectual property  rights and a 
dedicated site);  
(b) all licences, permits and authorisations issued by any governmental organisation 
for the benefit of the chromatography resins business;  
(c) all contracts, leases, commitments and customer orders of the chromatography 
resins business; all customer, credit and other records;  and 
(d) the Personnel as described in Schedule 3.  
20. In addition, the chromatography resins business includes the benefit, for a transitional period of 
up to […] and on terms an d conditions equivalent to those at present afforded to the business or 
at cost, of all current arrangements under which Danaher or its Affiliated Undertakings supply 
products or services to the chromatography resins business, as detailed in Schedule 3 and  
relevant Annexes. The Commission may, in response to a reasoned request from the Purchaser 
showing good cause, extend the duration of the transitional period by up to […]. This request 
shall be accompanied by a report from the Monitoring Trustee, who shal l, at the same time send 
a non- confidential copy of the report to the Notifying Party.  
21. Strict firewall procedures (e.g. IT segregation) will be adopted so as to ensure that any 
competitively sensitive information relating to, or arising from such abovementioned 
arrangements (for example, product roadmaps) will not be shared with, or passed on to, anyone 
outside of the divestment business’ operations, beyond what is reasonably required for the 
compliance with the obligations relating to the SSAs and/or TSAs . 
 
8 d) Chromatography hardware business  
22. The Notifying Party’s chromatography hardware business comprises conventional 
chromatography columns, conventional (stainless steel) and SUT chromatography skids, and 
BioSMB continuous chromatography skids (the BioSMB ski ds include a process development 
offering known as BioSMB PD and two process scale offerings known as BioSMB Process 80 
and 350). [ Business’ future locations and business relationships] . 
23. The functional structure of this business is described in Schedule 4. The chromatography 
hardware business, described in more detail in Schedule 4 and Annexes, includes all assets and 
staff that are necessary to ensure the viability and competitiveness of the business, in  particular:  
(a) all tangible and intangible assets (incl uding intellectual property  rights);  
(b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the hardware chromatography business;  
(c) all contracts, leases, commitments and customer orders of the hardware 
chromatography business; all customer, credit and other records;  and 
(d) the Personnel, and notably the engineers, as described in Schedule 4 and Annex 21 
on the Chromatography Hardware Divestment Business Personnel . 
24. In addition, the chromatography hardware bu siness includes the benefit, for a transitional 
period of up to […] and on terms and conditions equivalent to those at present afforded to the 
business or at cost, of all current arrangements under which Danaher or its Affiliated 
Undertakings supply produc ts or services to the chromatography hardware business, as detailed 
in Schedule 4 and relevant Annexes. The Commission may, in response to a reasoned request 
from the Purchaser showing good cause, extend the duration of the transitional period by up to 
[…]. This request shall be accompanied by a report from the Monitoring Trustee, who shall, at 
the same time send a non -confidential copy of the report to the Notifying Party. 
25. Strict firewall procedures (e.g. IT segregation) will be adopted so as to ensure tha t any 
competitively sensitive information relating to, or arising from such abovementioned 
arrangements (for example, product roadmaps) will not be shared with, or passed on to, anyone 
outside of the divestment business’ operations, beyond what is reasonably required for the 
compliance with the obligations relating to the SSAs and/or TSAs.  
e) SUT TFF and SS HF TFF systems businesses  
26. The Notifying Party’s SUT TFF and SS HF TFF systems businesses comprise filtration systems 
used to separate and purify biomolecules in bioprocessing. Danaher designs, manufactures and 
sells SUT TFF systems and SS HF TFF systems. Each system is tailored to specific customer 
needs. Danaher conducts some design, assembly, and/or testing of the divested TFF systems in 
facilities located in […]. 
27. The legal and functional structure of this business as operated t o date is described in 
Schedule  5. 
28. The Notifying Part y’s SUT TFF and SS HF TFF systems businesses, described in more detail 
in Schedule 5 and Annexes, include all assets and staff that contribute to the current operation 
or are necessary to ensure the viability and competitiveness of the business, in  particu lar: 
(a) all tangible and intangible assets (including intellectual property  rights);  
 
9 (b) all licences, permits and authorisations issued by any governmental organisation 
for the benefit of the Notifying Party’s SUT TFF and SS HF TFF systems 
businesses;  
(c) all contra cts, leases, commitments and customer orders of the Notifying Party’s 
SUT TFF and SS HF TFF systems businesses; all customer, credit and other 
records;  and 
(d) the Personnel to the extent described in Schedule 5.  
29. In addition, the Notifying Party’s SUT TFF and SS HF TFF systems businesses includes the 
benefit, for a transitional period of up to […] and on terms and conditions equivalent to those at 
present afforded to the business or at cost, of all current arrangements under which Danaher or 
its Affiliated Unde rtakings supply products or services to the Notifying Party’s SUT TFF and 
SS HF TFF systems businesses, as detailed in Schedule 5 and relevant Annexes. The 
Commission may, in response to a reasoned request from the Purchaser showing good cause, 
extend the duration of the transitional period by up to […]. This request shall be accompanied 
by a report from the Monitoring Trustee, who shall, at the same time send a non -confidential 
copy of the report to the Notifying Party.  
30. Strict firewall procedures (e.g. IT  segregation) will be adopted so as to ensure that any 
competitively sensitive information relating to, or arising from such abovementioned 
arrangements will not be shared with, or passed on to, anyone outside of the Divestment 
Business’ operations, beyond what is reasonably required for the compliance with the 
obligations relating to the SSAs and/or TSAs.  
Section  C. Related  commitments  
Preservation of viability, marketability and competitiveness  
31. From the Effective Date until Closing, the Notifying Party shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the Divestment 
Businesses, in accordance with good business practice, and shall minimise as far as possible 
any risk of loss of competitive potential  of the Divestment Businesses. In particular, the 
Notifying Party undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the 
value, management or competitiveness of the Divestment Businesses or that might 
alter the nature and scope of activity, or the industrial or commercial strategy or 
the investment policy of the Divestment Businesses;  
(b) to make available, or procure to make available, sufficient resources for the 
development of the Divestment Businesses, on the basis and c ontinuation of the 
existing business  plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to 
encourage all Key Personnel to remain with the Divestment Businesses, and not to 
solicit or move any Personnel to their remaining business. Where, nevertheless, 
individual members of the Key Personnel exceptionally leave the Divestment 
Businesses, the Notifying Party  shall provide a reasoned proposal to replac e the 
person or persons concerned to the Commission and the Monitoring Trustee. The 
Notifying Party must be able to demonstrate to the Commission that the 
replacement is well suited to carry out the functions exercised by those individual 
 
10 members of the Ke y Personnel. The replacement shall take place under the 
supervision of the Monitoring Trustee, who shall report to the  Commission.  
Hold -separate obligations  
32. The Notifying Party commits, from the Effective Date until Closing, to procure that the 
Divestment Businesses are kept separate from the businesses it will be retaining, and to ensure 
that unless explicitly permitted under these Commitments and the relevant agreements 
required to ensure the viable transfer of the businesses (i.e. SSAs and TSAs), such as for 
instance some of the Divested Businesses’ continued reliance on the Notifying Party’s support 
for sales and quotations: (i) management and staff of the businesses retained by the Notifying 
Party have no involvement in the Divestment Businesses; (ii) t he Key Personnel and 
Personnel of the Divestment Businesses have no involvement in any business retained by the 
Notifying Party and do not report to any individual outside the Divestment Businesses to the 
extent reasonably practicable and in any case do no t report to any individual having 
involvement in competing retained businesses.  In addition, the Notifying Party commits to 
take all necessary steps to ensure that its personnel involved in the transfer of the Divestment 
Businesses do not use any Confidential Information from the Purchaser other than information 
strictly required to assist in the transfer of the Divestment Businesses concerned, and that they 
only disclose such information to other of their personnel to the extent strictly required to 
assist in the transfer of the Divestment Businesses concerned.  
33. Until Closing, the Notifying Party shall assist the Monitoring Trustee in ensuring that the 
Divestment Businesses are managed as distinct and saleable entities separate from the 
businesses which the Notifying Party is retaining. Immediately after the adoption of the 
Decision, the Notifying Party, upon consultation with the Commission and the Monitoring 
Trustee, shall appoint one Hold Separate Manager per divested business. The Hold Separate 
Managers,  who shall be part of the Key Personnel, shall manage the Divestment Businesses 
independently and in the best interest of each business with a view to ensuring continued 
economic viability, marketability and competitiveness as well as independence from the  
businesses retained by the Notifying Party.  The Hold Separate Managers shall closely 
cooperate with and report to the Monitoring Trustee. Any replacement of Hold Separate 
Managers shall be subject to the procedure laid down in paragraph 31(c) of these 
Com mitments. The Commission may, after having heard the Notifying Party, require the 
Notifying Party to replace a Hold Separate Manager.  
Ring -fencing  
34. The Notifying Party shall, to the extent possible and subject to transitional arrangements put 
in place to assist in the transfer of the Divested Businesses, implement, or procure to 
implement, all necessary measures to ensure that they do not, from the Effective Date, obtain 
any Confidential Information relating to the Divestment Businesses and that any such 
Confidential Information obtained before the Effective Date will be eliminated and not be 
used by them. In particular, the participation of the Divestment Businesses in any central 
information technology network shall be severed to the extent possible, withou t compromising 
the viability of the Divestment Businesses. The Notifying Party may obtain or keep 
information relating to the Divestment Businesses which is reasonably necessary for the 
divestiture of the Divestment Businesses or the disclosure of which to  the Notifying Party is 
required by  law. 
 
11 Non-solicitation clause  
35. The Notifying Party undertakes, subject to customary limitations, not to solicit, and to procure 
that Affiliated Undertakings do not solicit, the Key Personnel transferred with the Divestment  
Businesses for a period of […] . 
Due diligence  
36. If Sartorius is not the Purchaser and in order to enable potential alternate purchasers to carry 
out a reasonable due diligence of the Divestment Businesses, the Notifying Party shall, subject 
to customary con fidentiality assurances and dependent on the stage of the divestiture process:   
(a) provide to potential purchasers sufficient information as regards the Divestment 
Businesses;  
(b) provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
 
Section  D. The Purchaser  
37. In order to be approved by the Commission, the Purchaser must fulfil the following  criteria:  
(a) the Purchaser shall be independent of and unconnected to the Parties and their 
Affiliated Undertakings (this being assessed having regard to the situation 
following the  divestiture).  
(b) the Purchaser shall have the financial resources, proven expertise and incentive to 
maintain and develop the Divestment Businesses as a viable and activ e competitive 
force in competition with the Notifying Party and other  competitors. In particular, 
the Purchaser  
(i) with regard to all Divestment Businesses must have proven expertise in the 
biotechnology process equipment and/or consumables industry,  
(ii) with regard to all Divestment Businesses must have an established presence 
in at least one EU Member State other than the United Kingdom, 
(iii) with regard to all Divestment Businesses must have at its disposal back -
office support functions, such as inf ormation technology (“IT”) staff, IT 
operations, general back -office software (e.g., an enterprise resource planning 
system and payroll system), HR functions, finance, accounting, tax, and legal 
and compliance support, and 
(iv) with regard to the SoloHill microcarriers and PVS business pursuant to 
Schedule 2, the Chromatography resins business pursuant to Schedule 3, the 
Chromatography hardware business pursuant to Schedule 4 and the SUT TFF 
and SS HF TFF systems businesses pursuant to Schedule 5 must have at its 
disposal a salesforce with experience of selling and promoting biotechnology 
process equipment and/or consumables in EMEA, the Americas and Asia, 
including China.  
(c) the acquisition of the Divestment Businesses by the Purchaser must neither be 
likely to create, in light of the information available to the Commission, prima facie 
competition concerns nor give rise to a risk that the implementation of the 
Commitments will be delayed. In particular, the Purchaser must reasonably be 
 
12 expected to obtain all necessary approvals from the relevant regulatory authorities 
for the acquisition of the Divestment  Businesses.  
38. The final binding sale and Purchase Agreement (as well as ancillary agreements) relating to 
the divestment of the Divestment Business shall be con ditional on the Commission’s 
approval. When the Notifying Party has reached an agreement with Sartorius or an alternate 
Purchaser, it shall submit a fully documented and reasoned proposal, including a copy of the 
final agreement(s), within two weeks to the  Commission and the Monitoring Trustee. The 
Notifying Party must be able to demonstrate that the Purchaser fulfils the Purchaser Criteria 
and that the Divestment Businesses are being sold in a manner consistent with the 
Commission’s Decision and the Commit ments. For the approval, the Commission shall verify 
that the purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold 
in a manner consistent with the Commitments including their objective to bring about a lasting 
structural change in the market. The Commission may approve the sale of the Divestment 
Businesses without one or more Assets or parts of the Personnel, or by substituting one or 
more Assets or parts of the Personnel with one or more different assets or different personnel, 
if this does not affect the viability and competitiveness of the Divestment Businesses after the 
sale, taking account of the proposed Purchaser.  
Section E.  Trustee  
I. Appointment  procedure  
39. The Notifying Party shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee. The Notifying Party commits not to close the 
Concentration before the appointment of a Monitoring  Trustee.  
40. If the Notifying Party has not entered into a binding sale and purchase agreement regarding the 
Divestment Business one month before the end of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by the Notifying Party at that time or thereafter, 
the Notifying Party shall appoint a Divestitu re Trustee. The appointment of the Divestiture 
Trustee shall take effect upon the commencement of the Trustee Divestiture Period.  
41. The Trustee  shall:  
(a) at the time of appointment, be independent of the Parties and their Affiliated  
Undertakings;  
(b) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor;  
and 
(c) neither have nor become exposed to a Conflict of  Interest.  
42. The Trustee shall be remunerated by the Notifying Party in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the f inal sale value of 
the Divestment Business, such success premium may only be earned if the divestiture takes 
place within the Trustee Divestiture Period.  
Proposal by the Notifying Party  
43. No later than two days after the Effective Date, the Notifying Party s hall submit the name or 
names of one or more natural or legal persons whom the Notifying Party proposes to appoint 
as the Monitoring Trustee to the Commission for approval. No later than one month before the 
end of the First Divestiture Period or on reques t by the Commission, the Notifying Party shall 
submit a list of one or more persons whom the Notifying Party proposes to appoint as 
 
13 Divestiture Trustee to the Commission for approval. The proposal shall contain sufficient 
information for the Commission to verify that the person or persons proposed as Trustee fulfil 
the requirements set out in paragraph 40 and shall  include:  
(a) the full terms of the proposed mandate, which shall include all provisions necessary 
to enable the Trustee to fulfil its duties under t hese Commitments;  
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned  tasks;  
(c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions. 
Approval or rejection by the Commission  
44. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to 
approve the proposed mandate subject to any modifications it deems necessary for the Truste e 
to fulfil its obligations. If only one name is approved, the Notifying Party shall appoint or 
cause to be appointed the person or persons concerned as Trustee, in accordance with the 
mandate approved by the Commission. The Trustee shall be appointed with in one week of the 
Commission’s approval, in accordance with the mandate approved by the  Commission.  
New proposal by the Notifying Party  
45. If all the proposed Trustees are rejected, the Notifying Party shall submit the names of at least 
two more natural or l egal persons within one week of being informed of the rejection, in 
accordance with paragraphs 39 and 43 of these  Commitments.  
Trustee nominated by the Commission  
46. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominat e a Trustee, whom the Notifying Party shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the  Commission.  
 
II. Functions of the  Trustee 
47. The Trustee shall assume its specified duties and obligations in order to ensure compliance 
with the Commitments. The Commission may, on its own initiative or at the request of the 
Trustee or Notifying Party, give any orders or instructions to the Trustee in order to ensure 
compliance with the conditions and obligations attached to the  Decision.  
Duties and obligations of the Monitoring Trustee  
48. The Monitoring Trustee  shall:  
(i) propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the  
Decision.  
(ii) oversee, in close co -operation with the Hold Separate Manager(s), the on- going 
management of the Divestment Businesses with a view to ensuring its continued 
economic viability, marketability and competitiveness and monitor compliance by the 
Notifying Party with the conditions and obligations attached to the Decision. To that 
end the Monitoring Trustee  shall:  
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Businesses, and the keeping separate of the 
 
14 Divestment Businesses from the business retained by the Notifying Party, in 
accordance with paragraphs 31 and 32 of these Commitments;  
(b) supervise the management of the Divestment Businesses as a distinct and 
saleable entity, in accordance with paragraph 33 of these Commitments;  
(c) with respect to Confidential  Information:  
− determine all  necessary measures to ensure that the Notifying Party does 
not after the Effective Date obtain any Confidential Information relating 
to the Divestment Businesses,  
− in particular strive for the severing of the Divestment Businesses’ 
participation in a centr al information technology network to the extent 
possible, without compromising the viability of the Divestment 
Businesses and taking into account what is reasonably necessary to 
implement the TSAs and SSAs concluded with the Purchaser,  
− make sure that any C onfidential Information relating to the Divestment 
Businesses obtained by the Notifying Party before the Effective Date is 
eliminated and will not be used by the Notifying Party, and  
− decide whether such information may be disclosed to or kept by the 
Notify ing Party as the disclosure is reasonably necessary to allow the 
Notifying Party to carry out the divestiture or as the disclosure is 
required by  law; 
(d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Businesses and the Notifying Party or Affiliated  Undertakings;  
(iii) propose to the Notifying Party such measures as the Monitoring Trustee considers 
necessary to ensure the Notifying Party’s compliance with the conditions and 
obligations attached to the Decision, in particular t he maintenance of the full 
economic viability, marketability or competitiveness of the Divestment Businesses, 
the holding separate of the Divestment Businesses and the non - disclosure of 
competitively sensitive  information;  
(iv) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, if Sartorius is not the Purchaser and dependent on the stage of 
the divestiture process:  
(a) potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel in particular by reviewing, if available, 
the data room documentation, the information memorandum and the due 
diligence process, and  
(b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular, if applicable, 
potential purchasers, in relation to the Commitments;  
(vi) provide to the Commission, sending the Notifying Party a non- confidential copy at 
the same time, a written report within 15 days after th e end of every month that shall 
cover the operation and management of the Divestment Businesses as well as the 
splitting of assets and the allocation of Personnel so that the Commission can assess 
whether the business is held in a manner consistent with the Commitments and the 
progress of the divestiture process as well as potential  purchasers;  
 
15 (vii) promptly report in writing to the Commission, sending the Notifying Party a non-
confidential copy at the same time, if it concludes on reasonable grounds that the 
Notifying Party is failing to comply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in paragraph 38 
of these Commitments, submit to the Commission, sending the Notifying Party a non-
confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of the Purchaser and the viability of the Divestment Businesses after the 
Sale and as to whether the Divestment Businesses are sold in a manner consistent with 
the conditions and obligations a ttached to the Decision, in particular, if relevant, 
whether the Sale of the Divestment Business without one or more Assets or not all of 
the Personnel affects the viability of the Divestment Business after the sale, taking 
account of the Purchaser;  
(ix) assume the other functions assigned to the Monitoring Trustee under the conditions 
and obligations attached to the  Decision.  
49. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other during 
and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate 
each other's tasks.  
Duties and obligations of the Divestiture Trustee  
50. Within the Trustee Divestiture Period, the D ivestiture Trustee shall sell at no minimum price 
the Divestment Businesses to a Purchaser, provided that the Commission has approved both 
the Purchaser and the final binding sale and purchase agreement (and ancillary agreements) as 
in line with the Commis sion's Decision and the Commitment s in accordance with 
paragraphs 37 and 39 of these Commitments. The Divestiture Trustee shall include in the sale 
and purchase agreement (as well as in any ancillary agreements) such terms and conditions as 
it considers appropriate for an expedient sale in the Trustee Divestiture Period.  In particular, 
the Divestiture Trustee may include in the sale and purchase agreement such customary 
representations and warranties and indemnities as are reasonably required to effect the sale. 
The Divestiture Trustee shall protect the legitimate financi al interests of the Notifying Party, 
subject to the Notifying Party’s unconditional obligation to divest at no minimum price in the 
Trustee Divestiture Period.  
51. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in the 
English language on the progress of the divestiture process. Such reports shall be submitted 
within 15 days after the end of every month with a simultaneous copy to the Monitoring 
Trustee and a non -confidential copy to the Notifying Party.  
III. Duties and obligations of the  Parties 
52. The Notifying Party shall provide and shall cause their advisors to provide the Trustee with all 
such co -operation, assistance and information as the Trustee may reasonably require to 
perform its tasks. The Trustee shall have, to the extent possible, full and complete access to 
any of the Notifying Party’s or the Divestment Businesses’ books, records, documents, 
management or other personnel, facili ties, sites and technical information necessary for 
fulfilling its duties under the Commitments and the Notifying Party and the Divestment 
Businesses shall provide the Trustee upon request with copies of any document. The 
Notifying Party and the Divestment Businesses shall make available to the Trustee one or 
more offices on their premises and shall be available for meetings in order to provide the 
Trustee with all information necessary for the performance of its tasks.  
 
16 53. The Notifying Party shall provide the  Monitoring Trustee with all managerial and 
administrative support that it may reasonably request on behalf of the management of the 
Divestment Businesses. This shall include all administrative support functions relating to the 
Divestment Businesses which are currently carried out at headquarters level.  
54. The Notifying Party shall provide and shall cause its advisors to provide the Monitoring 
Trustee, on request, with the information submitted to potential purchasers, in particular give 
the Monitoring Truste e access to the data room documentation and all other information 
granted to potential purchasers in the due diligence procedure. The Notifying Party  shall 
inform the Monitoring Trustee on possible purchasers, submit lists of potential purchasers at 
each stage of the selection process, including the offers made by potential purchasers at those 
stages, and keep the Monitoring Trustee informed of all developments in the divestiture 
process.  
55. The Notifying Party shall grant or procure Affiliated Undertakings to  grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale (including 
ancillary agreements), the Closing and all actions and declarations which the Divestiture 
Trustee considers necessary or appropriate to achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process. Upon request of the Divestiture 
Trustee, the Notifying Party shall cause the documents required for effecting the sale and the 
Closing to be duly executed. 
56.  The Notifying Party shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold each Indemnified Party harmless against, and hereby agrees 
that an Indemnified Party shall have no liability to the Notifying Party for, any liabilities 
arising out of the performance of the Trustee’s duties under the Commitments, except to the 
extent that such liabilities result from the wilful default, recklessness, gross negligence or bad 
faith of the Trustee, its employees, agents or  adviso rs. 
57. At the expense of the Notifying Party, the Trustee may appoint advisors (in particular for 
corporate finance or legal advice), subject to the Notifying Party’s approval (this approval not 
to be unreasonably withheld or delayed) if the Trustee considers  the appointment of such 
advisors necessary or appropriate for the performance of its duties and obligations under the 
Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. 
Should the Notifying Party refuse to approve t he advisors proposed by the Trustee the 
Commission may approve the appointment of such advisors instead, after having heard the 
Notifying Party. Only the Trustee shall be entitled to issue instructions to the advisors. 
Paragraph 54 of these Commitments sha ll apply mutatis mutandis . In the Trustee Divestiture 
Period, the Divestiture Trustee may use advisors who served the Notifying Party during the 
Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient 
sale. 
58. The Not ifying Party agrees that the Commission may share Confidential Information 
proprietary to the Notifying Party with the Trustee. The Trustee shall not disclose such 
information and the principles contained in Article  17 (1) and (2) of the Merger Regulation 
apply mutatis mutandis . 
59. The Notifying Party agrees that the contact details of the Monitoring Trustee are published on 
the website of the Commission's Directorate- General for Competition and they shall inform 
interested third parties, in particular the Pur chaser, of the identity and the tasks of the 
Monitoring  Trustee.  
 
17 60. For a period of 10 years from the Effective Date the Commission may request all information 
from the Notifying Party that is reasonably necessary to monitor the effective implementation 
of these Commitments.  
IV. Replacement, discharge and reappointment of the  Trustee 
61. If the Trustee ceases to perform its functions under the Commitments or for any other good 
cause, including the exposure of the Trustee to a Conflict of  Interest:  
(a) the Commission may, after hearing the Trustee and the Notifying Party, require the 
Notifying Party to replace the Trustee;  or 
(b) the Notifying Party may, with the prior approval of the Commission, replace the  
Trustee.  
62. If the Trustee is removed according to paragraph 59 of these Commitments, the Trustee may 
be required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relevant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 39- 45 of these  Commitments.  
63. Unless removed according to paragraph 59 of these Commitments, the Trustee shall cease to 
act as Trustee only after the Commission has discharged it from its duties after all the 
Commitments w ith which the Trustee has been entrusted have been implemented. However, 
the Commission may at any time require the reappointment of the Monitoring Trustee if it 
subsequently appears that the relevant remedies might not have been fully and properly  
impleme nted. 
Section F.  The review clause  
64. The Commission may extend the time periods foreseen in the Commitments in response to a 
request from the Notifying Party or, in appropriate cases, on its own initiative. Where the 
Notifying Party requests an extension of a time period, it shall submit a reasoned request to 
the Commission no later than one month before the expiry of that period, showing good cause . 
This request shall be accompanied by a report from the Monitoring Trustee, who shall, at the 
same time send a non- confidential copy of the report to the Notifying Party. Only in 
exceptional circumstances shall the Notifying Party be entitled to request an extension within 
the last month of any  period. 
65. The Commission may further, in response to a reasoned request f rom the Notifying Party 
showing good cause waive, modify or substitute, in exceptional circumstances, one or more of 
the undertakings in these Commitments. This request shall be accompanied by a report from 
the Monitoring Trustee, who shall, at the same ti me send a non- confidential copy of the report 
to the Notifying Party. The request shall not have the effect of suspending the application of 
the undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
Section G.  Entry into force  
66. The Commitments shall take effect upon the date of adoption of the  Decision.  
(signed)  
duly authorised for and on 
behalf of Danaher Corporation  
  
 
18 Schedule 1 -  The FortéBio Divestment Business  
 
1. The FortéBio Divestment Business as operated to date is a stand -alone molecular 
characterisation business unit, which comprises various assets [Danaher’s legal and organisational  
structure] within Molecular Devices LLC (“MolDev ”). MolDev is one of the eigh t operating 
companies of Danaher’s Life Sciences platform. The relevant organisational chart for the FortéBio 
Divestment Business is attached as Annex 1 . 
2. In accordance with paragraph 7 of these Commitments, the FortéBio Divestment Business 
includes, but is not limited to:  
(a) the legal entity […];  
(b) the following main tangible assets:  
- furniture and fixtures […]; 
- equipment […]; 
- lab equipment […]; and  
- other instruments and consumables currently used by the business: […]. 
(c) the following main intangible assets:  
- patent portfolio […]; 
- all trade secrets […]; 
- trademarks, […]; 
- [other intangibles assets] . 
[…].  
More details on the FortéBio patents, patent applications, registered trademarks, common law 
trademarks and other intellectual property rights are contained in Annex 2 on the FortéBio 
Divestment Business Intellectual Property . 
(d) the following main licences, permits and authorisations:  
- Danaher will undertake all required preparation work to ensure post -closing business 
continuity (notably, [ certification s]). Danaher understands that the purchaser must merely 
change the name on [certifications ], given that the entire processes, procedures and 
employees will transfer with the facilities in Fremont and Shanghai, thus the certification 
will remain intact. Danaher commits to allow the Purchaser to rely on Pall’s existing 
certification under a TSA until it obtains it s own as stated in Annex 3 on Potential 
Services to be Provided to the Divestment Businesses. 
(e) the following main contracts, agreements, leases, commitments and understandings:  
- Danaher commits to use its Best Efforts to obtain, if and to the extent necessar y, the 
consent of third parties to transfer all FortéBio customer contracts, supplier agreements, 
and distributor agreements in their entirety, [Danaher’s business strategy] .  
- The main contracts are:  
 the leases for two primary facilities:  
o […]; 
o […].  
 
19  [Danaher’s business relationships] . 
 [Danaher’s business relationships] . 
- [Danaher’s supply sources].  The records of such suppliers and purchase orders will transfer 
to the Purchaser.  
For further details please see Annex 4 on the FortéBio Divestment Business Main 
Suppliers . 
(f) the following customer, credit and other records:  
All available records of the FortéBio Divestment Business customers, credits and other records will 
be transferred to the Purchaser. For further details on the main customers please see Ann ex 5 on 
the FortéBio Divestment Business Main Customers . 
(g) the following Personnel:  
[…] 
(h) the following Key Personnel:  
[…] 
(i) the arrangements for the supply with the following products or services by Danaher or 
Affiliated Undertakings for a transitional period after Closing:  
Please see Annex 3 on Potential Services to be Provided to the Divestment Businesses , Annex 6 
on Supply and Service Agreement and  Annex 7 on Transitional Trademark License 
Agreement .  
3. [Danaher’s intellectual property rights] . In any case Danaher will provide a licence to 
the Purchaser to use [ Danaher’s intellectual property rights ] trademarks, alone and in such 
combinations with other words, phrases and logos during the transition period, the main terms of 
which are provided in Annex 7 on Transitional Trademark License Agreement .  
4. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the FortéBio Divestment Business and 
necessary for the continued viability and competitiveness of the FortéBio Divestment Business, that 
asset or an adequate substitute will be offered to the Purchaser.  
 
20 Schedule 2 -  The Microcarriers and PVS Divestment Business  
 
1. The Microcarrier s and PVS Divestment Business operated independently until its 
acquisition by Pall in November 2013, roughly two years before Pall’s acquisition by Danaher. The 
business is currently organised as a business unit within Pall. The Microcarriers and PVS 
Dives tment Business is housed in SoloHill Engineering, located at 4370 Varsity Drive Suite B, Ann 
Arbor, Michigan 48108, USA. The relevant organisational chart for the Microcarriers and PVS 
Divestment Business is attached as Annex 8 . 
2. In accordance with paragraph 11 of these Commitments, the Microcarriers and PVS 
Divestment Business includes, but is not limited to:  
(a) the following main tangible assets:  
- office furniture;  
- relevant microcarriers equipment […] 
- relevant PVS equipment […].  
(b) the following main intangible assets:  
- patents […];  
- trade secrets […];  
- trademarks, […]  
- [intellectual property rights and timeframe]  
- [other intangible assets] . 
More details on the Microcarriers and PVS Divestment Business patents and trademarks are 
contained in Annex 9 on the Microcarriers and PVS Divestment Business Intellectual 
Property . 
(c) the following main licences, permits and author isations:  
- […] certification will need to be re -established post -closing under the new purchaser. 
Danaher commits that all required preparation work will be done to ensure post -closing 
business continuity. [Certifications] . Danaher commits to allow the Pur chaser to rely on 
Pall’s existing certification under a TSA until it obtains its own as stated in Annex 3 on 
Potential Services to be Provided to the Divestment Businesses.  
There are no other licences, permits or authorisations.  
(d) the following main contrac ts, agreements, leases, commitments and understandings;  
Danaher commits to use its Best Efforts to obtain, if and to the extent necessary, the consent of 
third parties to transfer [ Danaher’s business  strategy ]. For further details see Annex 10 on the 
Micro carriers and PVS Divestment Business Main Suppliers. [Danaher’s business strategy] .  
For further details on the main customers please see Annex 11 on the Microcarriers and PVS 
Divestment Business Main Customers . 
(e) the following customer, credit and other rec ords:  
All available records of the Microcarriers and PVS Divestment Business customers, credits and 
other records will be transferred to the Purchaser.  
 
21 (f) the following Personnel:  
The table below lists the employees assigned to the Microcarriers and PVS Divestment Business 
and their respective functions:  
[…] 
Upon a reasoned request by the Purchaser, […], Danaher commits to use its Best Efforts to transfer 
[…] in […] North America, Europe and Asia, [marketing plans and sales strategy] . 
(g) the following Key Personnel:  
[Danaher’s personnel ] 
(h) The arrangements for the supply with the following products or services by Danaher 
or Affiliated Undertakings for a transitional period of […]:  
Please see Annex 3 on Potential Services to be Provided to the Divestment Businesses , Annex 6 
on Supply and Service Agreement and Annex 7 on Transitional Trademark License 
Agreement .  
3. The Microcarriers and PVS Divestment Business shall not include the foll owing:  
(a) [Danaher’s organisational structure] . The Purchaser shall provide these functions, subject to 
certain services being provided on a transitional basis pursuant to Annex 3 on Potential Services 
to be Provided to the Divestment Businesses).  
(b) [Danaher’s marketing plans and sales strategy] . Danaher commits to provide any necessary 
training for the Purchaser’s sales force in conjunction with the transferring subject -matter experts 
and relevant training materials to help them identify and pursue sales opport unities under a TSA 
[timeframe] . 
(c) [Danaher’s intellectual property rights and quantities produced and sold] . 
For the sake of completeness, the SoloHill facility also houses Process Development Services 
(“PDS ”). PDS provides targeted development and consulta tion services for development of 
bioprocessing systems and processes as part of [Danaher’s organisations structure and the 
Transaction] . Upon a reasoned request from the Purchaser, [timeframe and process] , showing that 
the remaining PDS employees currently  working on the SoloHill site have skills necessary to the 
microcarriers business, Danaher commits to use its Best Efforts to […]. [Parties sales strategy] . 
Other than the exclusion of PDS from the divestiture, there is no difference between the nature and  
scope of the business as currently operated and the one to be divested.  
4. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the Microcarriers and PVS Divestment 
Busines s and necessary for the continued viability and competitiveness of the Microcarriers and 
PVS Divestment Business, that asset or an adequate substitute will be offered to the Purchasers.  
  
 
22 Schedule 3 -  The Chromatography Resins Divestment Business  
 
1. The Chromatography Resins Divestment Business has been operating out of 
[Danaher’s organisational structure]  owned and operated by Pall at 48 Avenue des Genottes, 95800, 
Cergy, France. The relevant organisational chart for the Chromatography Resins Divestm ent 
Business is attached as Annex 12 . 
2. In accordance with paragraph 17  of these Commitments, the Chromatography Resins 
Divestment Business includes, bu t is not limited  to: 
(a) the following main tangible assets:  
- […] facility at Cergy […] ;   
- all chromatography resins manufactured in Cergy as well as additional products and 
associated key inputs to manufacture those products; and 
- machinery, office and laborat ory equipment.  
(b) the following main intangible assets:  
- […] patents [ business know -how]; 
- trade secrets […]  
- trademarks, […].  
[Intellectual property rights] . 
More details on the Chromatography Resins Divestment Business patents, patent applications, 
registered trademarks and trademark applications as well as common law trademarks are contained 
in Annex 13 on the Chromatography Resins Divestment Business Intelle ctual Property.  
(c) the following main licences, permits and authorisations:  
- Danaher will undertake all required preparation work to ensure post -closing business 
continuity (notably, [ certifications ]. Danaher commits to allow the Purchaser to rely on 
Pall’s existing certification under a TSA until it obtains its own as stated in Annex 3 on 
Potential Services to be Provided to the Divestment Businesses ; 
- [Certifications].  
 
(d) the following main contracts, agreements, leases, commitments and understandings;  
- Danaher commits to use its Best Efforts to obtain, if and to the extent necessary, the consent 
of third parties to transfer all customer and supplier contracts and/or purchase orders to the 
Purchaser and to use its Best Efforts to ensure such consents are obtained for the main 
contracts before the Commission’s purchaser approval.  Danaher does not anticipate any 
difficulty in obtaining these consents. [Danaher’s commitments and business strategy] . 
Please s ee Annex 14 on the Chromatography Resins Divestment Business Main 
Suppliers for further details . 
(e) the following customer, credit and other records:  
All available records of the Chromatography Resins Divestment Business customers, credits and 
other records will be transferred to the Purchaser.  
For further details on the main customers please see Annex 15 on the Chromatography Resins 
Divestment Business Main Customers . 
 
23 (f) the following Personnel:  
The table below lists the  transferring employee census for the Chromatography Resins Divestment 
Business:  
[…] 
Upon a reasoned request by the Purchaser  […], Danaher commits to use its Best Efforts to transfer 
[…] in […] North America, Europe and Asia, [Parties’ marketing plans and sales strategy] . 
(g) the following Key Personnel:  
[Danaher’s personnel ] 
(h) the arrangements for the supply with the following products or services by Danaher or 
Affiliated Undertakings for a transitional period of […]:  
Please see Annex 3 on Potential Services t o be Provided to the Divestment Businesses , Annex 6 
on Supply and Service Agreement , and Annex 7 on Transitional Trademark License 
Agreement .  
3. The Chromatography Resins Divestment Businesses shall not include the following:  
a)  [Danaher’s sales strateg y]. Danaher commits to provide any necessary training for the 
Purchaser’s sales force in conjunction with the transferring subject -matter experts and relevant 
training materials to help them identify and pursue sales opportunities under a TSA [timeframe] . 
b) [Supply source] . For this reason, Danaher will not transfer this supplier contract, [supply 
source] , and make introductions to [supply source]  for the potential negotiation of a new supply 
agreement with the purchaser, if the Purchaser so desires (see A nnex 3 on Potential Services to be 
Provided to the Divestment Businesses).  
[Danaher’s organisational structure and production secrets] . 
4. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule but 
which is both used (exclusively or not) in the Chromatography Resins Divestment Business and 
necessary for the continued viability and competitiveness of the Chromatography Resins Divestment 
Business, that asset or adequate substitute will be offered to the Purchaser.  
  
 
24 Schedule 4 -  The Chromatography Hardware Divestment Business  
 
1. The Chromatography Hardware Divestment Business comprises conventional 
chromatography columns, conventional and single -use technology chromatography skids and 
BioSMB continuous chromatography pr ocess development (“PD ”) and process scale skids. The 
Chromatography Hardware Divestment Business is housed in Pall. The relevant organisational 
charts for the Chromatography Hardware Divestment Business is attached as Annex 16 .  
2. Danaher commits to carry out the divestiture of the Chromatography Hardware 
Divestment Business [ Danaher’s commitments]:  
- Danaher commits to provide the Purchaser with a fully operational, competitively capable 
chromatography hardware business: [Danaher’s commitments and location of its facilities ]. 
- Post-closing, [location and strategy] .   
3. In accordance with paragraph 22 of these Commitments, the Chromatography 
Hardware Divestment Business includes, but is not limited to: 
(a) the following main tangible assets:  
- […].  
(b) the following main intangible assets:  
- a patent portfolio [intellectual property rights ]; 
- a patent portfolio [intellectual property rights ]; 
- all trade secrets [business know -how and organisation ]; 
- know -how [ business know -how and organisation] ; 
- any trade secrets [business know -how and organisation ];  
- [business know -how and organisation ]; 
- all relevant software;  
- [intellectual property rights] ; 
- trade secrets and other IP.  
Danaher commits […]. The main terms of this agreement are outlined in Annex 17 on the 
Intellectual Property Licence Agreement . 
More details on the Chromatography Hardware Divestment Business patents, patent applications, 
registered trademarks and trademark applications are contained in Annex 18 on the 
Chromatography Hardware Divestment Business Intellectual Property . 
(c) the following main licences, permits and authorisations:  
- [certifications] ; and  
- […] certification for the existing facilities, which will need to be re -established post -
closing under the Purchaser. Danaher commits to use Best Efforts to support the Purchas er 
in obtaining such […]  certification. Similar to other transferring facilities, all required 
preparation work will be done to ensure post -closing business continuity. Danaher commits 
to allow the Purchaser to rely on Pall’s existing certifications under a TSA until it obtains 
its own as stated in Annex 3 on Potential Services to be Provided to the Divestment 
Businesses.  
 
25 - [Certifications ]. Danaher understands that the extension process could take [timeframe]  and 
may require an audit of the facility. Post -closing, the Purchaser would be able to use the 
Pall licence and operate under Pall’s quality system under a TSA, allowing it to produce 
and ship units from closing [timeframe and certification] . 
(d) the following main contracts, agreements, leases, commitments and understandings:  
- Danaher commits to use its Best Efforts to obtain, if and to the extent necessary, the 
consent of third parties to transfer [supply sources and business strategy] ;  
- [supply sources and business strategy].  
- [supply sources and business st rategy]. Further details are contained in Annex 3 on 
Potential Services to be Provided to the Divestment Businesses.  
- [business strategy]; and  
- Danaher commits to facilitate establishment of direct commercial relationships between the 
supplier and the Purcha ser [business strategy].  
Further details are contained in Annexes 19 and 20 on the Chromatography Hardware 
Divestment Business Main Suppliers and Main Customers . 
(e) the following customer, credit and other records:  
All available records of the Chromatography  Hardware Divestment Business customers, credits and 
other records will be transferred to the Purchaser.  
(f) the following Personnel:  
The list of transferring employees can be found in Annex 21 on the Chromatography Hardware 
Divestment Business Personnel .  
Upon a reasoned request by the Purchaser, [ …], Danaher commits to use its Best Efforts to transfer 
[…] in […] North America, Europe and Asia, [information on the Transaction, the Parties’ 
marketing plans and sales strategy] . 
(g) the following Key Personnel:  
[…] 
(h) the arrangements for the supply with the following products or services by Danaher or 
Affiliated Undertakings for a transitional period after Closing:  
See Annex 3 on Potential Services to be Provided to the Divestment Businesses, Annex 6 on 
Supply and Service Agreement , Annex 7 on Transitional Trademark License Agreement  and 
Annex 22 on Intellectual Property License Agreement for Business Secrets.  
4. The Chromatography Hardware Divestment Business does not exclude any areas 
where the commitments offered differ from the nature and scope of the business as currently 
operated. However, the Chromatography Hardware Divestment Business does not include certain 
functions and/or accreditations which will be fulfilled by the purchaser:  
(a) For the entire business  
- [marketing plans and sales strategy]. Danaher commits to provide any necessary 
training for the Purchaser’s sales force in conjunction with the transferring subject -
matter experts and relevant training materials to help them identify and pursue sales 
opportuni ties under a TSA [timeframe] ; 
- [organisational structure] ; and  
 
26 - titles to its facilities, [ organisational structure ]. 
(b) Specific to columns  
- Danaher is aware of one accreditation that likely cannot be obtained pre- closing. It is 
[certification s]. Danaher will u se its Best Efforts to support this process and will 
provide the purchaser with a data extract of its current QMS to ensure that the 
purchaser has the required documentation to schedule an audit. Danaher does not 
expect any issue in obtaining a new [ certif ication s]. 
(c) Specific to chromatography skids except BioSMB PD  
- [Danaher’s commitments] ; 
- The […] trademark, [ intellectual property rights ]. This trademark will be licensed to the 
Purchaser under a transitional agreement as required for the chromatography skids 
business. [Intellectual property rights] . 
(d) Specific to BioSMB PD  
- [Danaher’s commitments] . 
- The […]  trademark, [intellectual property rights ]. This trademark will be licensed to the 
Purchaser under a transitional agreement as required for the BioSMB PD busi ness. 
[Intellectual property rights].  
5. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the Chromatography Hardware Divestment 
Business and necessary for the continued viability and competitiveness of the Chromatography 
Hardware Divestment Business, that asset or adequate substitute will be offered to the Purchaser.  
  
 
27 Schedule 5 -  The SUT TFF and SS HF TFF Systems Divestment Business  
 
1. The Pall Biotech SUT TFF and SS HF T FF systems business comprises Pall Biotech’s 
Single -Use Tangential Flow Filtration (“ SUT TFF ”) systems and stainless- steel Hollow -Fibre TFF 
(“SS HF TFF ”) systems business (together the “SUT TFF and SS HF TFF Systems  Divestment 
Business ”). The SUT TFF and S S HF TFF systems Divestment Business is housed in Pall. The 
relevant organisational chart for the SUT TFF and SS HF TFF systems Divestment Business is 
attached as Annex 22 .  
2. Danaher commits to carry out the divestiture of the SUT TFF and SS HF TFF Systems 
Divestment Business [ Danaher’s commitments]:  
- Danaher commits to provide  the Purchaser with a fully operational SUT TFF and SS HF 
TFF systems business, preserving as much as possible the current business from a 
manufacturing, geographic and personnel organi zation of the business: [ location and 
employees].  
- Post-Closing, [location and strategy] . 
3. In accordance with paragraph 26of these Commitments, the SUT TFF and SS HF TFF 
systems Divestment Business includes, but is not limited  to: 
(a) the following main tangible assets:  
- Equipment used [ tangible assets] ; 
- […].  
(b) the foll owing main intangible assets:  
- know -how and trade secrets […];  
- all relevant software;  
- [intellectual property rights ]; 
- the transitional rights to use […] trademarks, [intellectual property rights ]. This right does 
not extend to any new TFF systems launched  by the Purchaser post -Closing, nor to any 
new customer won by the Purchaser post -Closing; and  
- [intellectual property rights ]. 
[Intellectual property rights] . The main terms of this agreement are outlined in Annex 17 on the 
Intellectual Property Licence Agreement . 
(c) the following main licences, permits and authorisations:  
- Danaher will allow the purchaser to rely upon existing certifications such as manufacturing 
site registrations, product registrations, listings, licensing and/or labelling to market under a 
TSA . 
- [Certification s] for the existing facilities will need to be re -established post -closing under 
the new purchaser. [Certifications] . Danaher commits to allow the Purchaser to rely on 
Pall’s existing certification under a TSA until it obtains its own as stated in Annex 23 on 
Potential Services to be Provided to the SUT TFF and SS HF TFF Divestment 
Businesses.  
- The purchaser will need to comply with safety and environmental standards, although there 
is no notified body. The purchaser must issue a declaration of conformity with the 
 
28 standards. Because these are common requirements, the purchaser should already meet 
these standards. [Standar ds]. 
- [Licenses ]. 
(d) the following main contracts, agreements, leases, commitments and understandings  
- Danaher commits to use its Best Efforts to obtain, if and to the extent necessary, the 
consent of third parties to transfer SUT TFF and SS HF TFF systems  supplier contracts and 
third -party patent licence agreements to the Purchaser;  
- Danaher will transfer and assign all relevant software [supply sources, business relationships 
and business strategy];  
- [Business strategy]  
- Danaher commits to facilitate establishm ent of direct commercial relationships between the 
supplier and the Purchaser [ business strategy].  
For further details please see Annexes 24 and 25 on SUT TFF and SS HF TFF systems 
Main Customers and Suppliers . 
(e) the following customer, credit and other records:  
All available records of the SUT TFF and SS HF TFF systems Divestment Business customers, 
credits and other records will be transferred to the Purchaser.  
(f) the following Personnel:  
The list of transferring employees can be found in Annex 26 on SUT TFF and SS HF TFF systems 
Divestment Business’ Personnel .  
Upon a reasoned request from the Purchaser, [ …], Danaher commits to use its Best Efforts to 
transfer to the Purchaser […]  in […], as the case may be.  
Upon a reasoned request by the Purchaser, [ …], Danaher commits to use its Best Efforts to transfer 
[…] in […] North America, Europe and Asia, [information on the Transaction, Danaher’s marketing 
plans and sales strategy] . 
(g) the following Key Personnel:  
[…] 
(h) the arrangements for the supply with the following products or services by Danaher or 
Affiliated Undertakings for a transitional period of […]:  
Please see Annex 23 on Potential Services to be Provided to the  SUT TFF and SS HF TFF 
Divestment Businesses, Annex 6 on Supply and Service Agreement , Annex 7 on Transitional 
Trademark License Agreement and Annex 17 on Intellectual Property License Agreement .  
4. The SUT TFF and SS HF TFF systems Divestment Business does not exclude any 
areas where the commitments offered differs from the nature and scope of the business as currently 
operated. However, the SUT TFF and SS HF TFF systems Divestment Business does not include 
certain functions and/or accreditations which will be fulfilled by the purchaser:  
[Information on the Transaction, Danaher’s marketing plans and sales strategy]. Danaher commits 
to provide any necessary training for the Purchaser’s sales force and after sales service in 
conjunction with the transferring subject -matter experts and relevant training m aterials to help them 
identify and pursue sales opportunities under a TSA for [ timeframe ]. 
 
29 [Danaher’s commitments] . 
For the sake of completeness, the custom -designed conventional flat sheet (“ FS”) TFF systems are 
not included in the divestiture for several  reasons. First, Danaher understands that the Commission 
does not have serious doubts as to the effects of the transaction on conventional FS TFF systems; 
accordingly, there is no substantive justification for including these activities in the scope of the  
proposed remedy. Second, [business structure].  
5. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the SUT TFF and SS HF TFF systems 
Divestment Business and necessary for the continued viability and competitiveness of the 
Chromatography Hardware Divestment Business, that asset or adequate substitute will be offered to 
the Purchaser.  
  
 
30 Annex 1 on the FortéBio Divestment Business Organisational Chart  
[…] 
Annex 2 on the Fo rtéBio Divestment Business Intellectual Property  
[…] 
Annex 3 on Potential Services to be Provided to the Divestment Businesses  
For the avoidance of doubt, Danaher commits to transitional service agreements as specified above 
in the main body of the Commitm ents for a duration of […], extendable, upon a reasoned request 
from the Purchaser showing good cause  and approval by the Commission, for an additional […], and 
on terms and conditions equivalent to those at present afforded to the business or at cost, of all 
current arrangements under which the Notifying Party or its Affiliated Undertakings supply products 
or services to the Divestment Businesses, as detailed in Schedules and relevant Annexes. The 
Duration column in the table below lists an indicative time  period at the end of which Danaher would 
anticipate that the Purchaser would no longer require the corresponding services.  
[…] 
 
Annex 4 on the FortéBio Divestment Business Main Suppliers  
[…] 
Annex 5 on the FortéBio Divestment Business Main Customers  
[…] 
Annex 6 on Supply and Services Agreement  
[…] 
Annex 7 on Transitional Trademark License Agreement  
[…] 
Annex 8 on the Microcarriers and PVS Divestment Business Organisational Chart  
[…] 
Annex 9 on the Microcarriers and PVS Divestment Business Intellectual Property  
[…] 
Annex 10 on the Microcarriers and PVS Divestment Business Main Suppliers  
[…] 
Annex 11 on the Microcarriers and PVS Divestment Business Main Customers  
[…] 
Annex 12 on the Chromatography Resins Divestment Business Organisational Chart  
[…] 
Annex 13 on the Chromatography Resins Divestment Business Intellectual Property  
[…] 
Annex 14 on the Chromatography Resins Divestment Business Main Suppliers  
[…] 
 
31 Annex 15 on the Chromatography Resins Divestment Business Main Customers  
[…] 
Annex 16 on the Chromatography Hardware Divestment Business Organisational 
Chart  
[…] 
Annex 17 on  the Intellectual Property Licence Agreement  
[…] 
Annex 18 on the Chromatography Hardware Divestment Business Intellectual 
Property  
[…] 
Annex 19 on the Chromatography Hardware D ivestment Business Main Suppliers  
[…] 
Annex 20 on the Chromatography Hardware Divestment Business Main Customers  
[…] 
Annex 21 on the Chromatography Hardware Divestment Business Personnel  
[…] 
Annex 22 on the SUT TFF and SS HF TFF Systems Divestment Busine ss 
Organisational Structure  
[…] 
Annex 23 on Potential Services to be Provided to the SUT TFF and SS HF TFF 
Systems Divestment Businesses 
For the avoidance of doubt, Danaher commits to transitional service agreements as specified above 
in the main body of t he Commitments for a duration of […], extendable upon a reasoned request 
from the Purchaser showing good cause  and approval by the Commission for an additional […] , and 
on terms and conditions equivalent to those at present afforded to the business or at cost, of all 
current arrangements under which the Notifying Party or its Affiliated Undertakings supply products 
or services to the Divestment Businesses, as detailed in Schedules and relevant Annexes. The 
Duration column in the table below lists an indica tive time period at the end of which Danaher would 
anticipate that the Purchaser would no longer require the corresponding services.  
[…] 
Annex 2 4 on SUT TFF and SS HF TFF systems Main Suppliers  
[…] 
Annex 2 5 on SUT TFF and SS HF TFF systems Main Customers  
[…] 
Annex 2 6 on SUT  TFF and SS HF TFF systems Divestment Business Personnel  
[…]