Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION 
 
Brussels, 27.7.2017 
C(2017) 5441 final 
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has been replaced by ranges of figures or a 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.  
PUBLIC VERSION 
To the notifying party  
Subject: Case M.8435 – FMC/DuPo nt Divestment Business 
Commission decision pursuant to Ar ticle 6(1)(b) in conjunction with 
Article 6(2) of Counc il Regulation No 139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam, 
(1) On 8 June 2017, the European Commi ssion (the 'Commission') received 
notification of a proposed concentration pursuant to Article 4 of the Merger 
Regulation by which the undertaking FMC Co rporation ('FMC' or the 'Notifying 
Party', USA) acquires within the meani ng of Article 3(1)(b) of the Merger 
Regulation control of part s of the undertaking E.I. du Pont de Nemours and 
Company ('DuPont', USA) (the 'Dives tment Business') (the 'Transaction').3 FMC  
and the Divestment Busines s are designated hereinafter as the "Parties", whilst 
the undertaking resulting from the Transacti on is referred to as the 'merged entity'. 
(2) By decision of 27 March 2017, adopted in application of Article 8(2) of the 
Merger Regulation, the Commission declar ed the notified con centration between 
The Dow Chemical Company ('Dow') a nd DuPont within the meaning of 
Article 3(1)(a) of the Merger Regulation co mpatible with the internal market and 
                                                 
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 'c ommon 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 194 , 17.6.2017 , p. 50. 
  
2 the EEA Agreement,4 subject to full compliance with the commitments annexed 
to that decision (the 'Commitments'). 
(3) The present Transaction forms part of an asset purchase and sale agreement, 
entered into between DuPont and FMC on 31 March 2017 (the 'PSA'), which provides for the acquisition by FMC of certain DuPont activities in order to 
comply with the above-mentioned Commitments. 
1. T
HE PARTIES  
(4) FMC  is a US-headquartered global specialty  chemicals company that is active in 
the agricultural, industrial, and consumer businesses.  
(5) The Divestment Business  comprises the majority of DuPont's global insecticide 
and herbicide activities, as well as its crop protection R&D ac tivities. It also 
includes an exclusiv e licence for the supply of pi coxystrobin, a fungicide active 
ingredient ('AI'), to be used fo r rice applications in the EEA. 
2. THE CONCENTRATION  
(6) The Transaction consists of the acqui sition of sole cont rol by FMC over the 
Divestment Business, which will be implem ented by closing of the PSA. As part 
of the consideration for the sale of the Divestment Business, FMC will transfer its 
health and nutrition business  to DuPont. This transaction is being examined by 
the Commission in Case M.8440 as a separate transaction.5 
(7) The Transaction constitutes a concentration within the meaning of Article 3(1)(b) 
of the Merger Regulation. 
3. UNION DIMENSION  
(1) The Transaction does not have a Union dimension within the meaning of 
Article 1 of the Merger Regulation as it does not meet the thresholds of 
Article 1(2) or Article 1(3). 
(2) However, on 18 April 2017, the Parties in formed the Commission by means of a 
reasoned submission that th e concentration would be notifiable in Austria, 
Cyprus, Germany, Ireland and Spain and w ould fulfil a number of further criteria 
for its referral to the Commission. In pa rticular, the referral to the Commission 
would avoid multiple national filings, thereby increasing administrative efficiency. On that basis, under Article 4( 5) of the Merger Regulation, the Parties 
requested the Commission to examine th e Transaction. None of the Member 
States competent to examine the Trans action under the resp ective national laws 
expressed their disagreement within 15 working days of receiving the reasoned 
submission. 
                                                 
4  Case M.7932 Dow/DuPont (2017). 
5  Case M.8440 DuPont/FMC (Health and Nutritio n Business); publication in the OJ No C 189 , 
15.6.2017 , p. 52. 
  
3 (3) Therefore, the concentration is deemed to have a Union dimension pursuant to 
Article 4(5) of th e Merger Regulation. 
4. RELEVANT MARKETS  
(4) In the EEA, the Parties overlap in the sale of crop protect ion products and in 
particular, in the sale of selective herbicides and insecticides, as well as in the supply of AIs for formulated products.
6 
4.1. Market definition 
(5) In past cases, the Commission found that the relevant product markets for crop 
protection products can be defined on the basis of crop/pest combinations where 
each such combination constitutes a sepa rate relevant product market. Moreover 
the Commission found that, for herbicides , further distinctions can be made 
depending on the time of application of th e relevant crop prot ection products and 
that, for insecticides, distinctions can be made based on the way of application.7 
(6) On this basis, the Commission found th at the relevant product markets for 
selective herbicides can be segmented by crop, weeds targeted and timing of their 
application.8 For insecticides, it found that the relevant product markets can be 
segmented by crop, soil or fo liar application and pest.9 For fungicides, it found 
that each crop/disease combination constitutes a separate relevant market.10 
(7) As to the relevant geographic markets fo r crop protection produc ts, in past cases 
the Commission found that they are national in scope mainly because authorisation for crop protection products is  still regulated at  the national level 
and each Member State remains responsible  for maintaining specific national data 
requirements.
11 
(8) The majority of respondents to the ma rket investigation have confirmed the 
relevance of these market definitions for the present case.12  
(9) Therefore, for the purposes of the present case, the Commission will assess crop 
protection markets at the national level on the basis of crop/pest combinations as 
well as time of application for herbicides and way of application for insecticides. 
                                                 
6  The supply of AIs to third parties will not be fu rther discussed in this decision because the Parties 
are only active to a very limited extent in this business and for each of the AIs that they supply to 
third parties in the EEA the Parties hold a limite d share and there appear to be a significant 
number of alternative suppliers. 
7  Case M.7932 Dow/DuPont (2017) and Case M.7962 ChemChina/Syngenta (2017). 
8  Ibidem. 
9  Ibidem. 
10  Ibidem. 
11  Ibidem. 
12  Questionnaire to customers, questions 4 and 5 an d questionnaire to competitors, questions 6 and 7. 
  
4 4.2. Industry background 
4.2.1.  Crop protection products 
(10) Crop protection products, also known as pe sticides, are used in agriculture in 
order to protect a crop from other biologi cal organisms (pests) that can negatively 
affect the crop development either by attacking it or by competing with it for resources. The main categories of crop protection products ar e  herbicides (to 
fight weeds), insecticides (to fight inse cts), fungicides (to fight fungi causing 
diseases). 
(11) The key components of crop protection products are AIs which produce the 
desired biological effect (that is, kil ling the pest or making it inoffensive). 
(12) A formulated product as sold to distributors and farmers is composed of one or 
more AIs mixed with inactive ingredients su ch as solvents, fillers, and adjuvants. 
These ingredients aim at making the AIs more  stable, effective, safer, or easier to 
apply. 
(13) Crop protection products have properties  that can endanger human or animal 
health or the environment since their AIs are essentially aimed at impacting certain animals, vegetation, or fungi. In the EEA, the approval and 
commercialisation of AIs and formulated  crop protection products is mainly 
governed by Regulation (EC) No 1107/2009 ("Regulation 1107").
13 
(14) Before an AI can be used in crop protect ion products sold to farmers in the EEA 
the AI must have been approved by the Commission, upon the advice of the European Food Safety Authority ("E FSA"). Second, the crop protection product 
incorporating the AI (alone or as part of  a mixture of the AI with other AIs and 
co-formulants) must have been author ised by the competent authority in the 
Member State(s) where it will be sold. 
(15) Although a farmer may have only a few specific crop/pest needs, AIs and 
formulated products typically have activ ity on several pests for a given crop, and 
often also on several crops (sometimes  affecting different, but biologically 
related, pests). A large number of finish ed products are therefore available on the 
market, including numerous mixtures of several AIs with a high level of differentiation and segmentation to address specific farmer needs. 
(16) Consequently, the closeness of competition between different formulated 
products within a given product market is  the result of a range of factors, 
including similarity in terms of AIs and e ffectiveness as well as overall spectrum 
and price. 
4.2.2.  Overview of the different categories of  companies active in crop protection 
(17) A number of players are active in the sale of crop protection products, with 
different size and business models. 
                                                 
13  Regulation (EC) No 1107/2009 of the European Parliament and of the Council of 
21 October 2009 concerning the placing of plant protection products on the market and repealing 
Council Directives 79/117/EEC and 91/414/EEC, OJ L 309, 24.11.2009, p. 1. 
  
5 4.2.2.1.  R&D players 
(18) Four companies are large integrated  crop protection players globally, 
characterised by their scale and their activ ities at all stages of the value chain 
(namely discovery, development, mixtur e/formulation and commercialisation) 
through large R&D budgets and operati ons for crop protection. These are 
Syngenta, Bayer, BASF, and Dow/DuPont (hereafter also refe rred to as the 
"global R&D-integrated players").14 
(19) Sales by these R&D-integrated players account for around 70% of the total EEA 
crop protection market and 78% of the global crop protection market, and these 
companies are seen as the top players in crop protection. 
(20) A number of other companies are active in the development, but not the 
discovery, of new AIs. In pa rticular, FMC is a player which used to be active in 
the discovery of new AIs. However it exit ed active discovery approximately ten 
years ago. Since then FMC launched only few products containing AIs discovered 
by other companies. 
(21) A number of other small or mid-sized companies, mostly from Japan, have R&D 
operations, including discovery of new AIs,  but do not compete on the same scale 
as global R&D-integrated players through global registration and route to market 
capabilities. In particular, the Japanese  crop protection companies tend to focus 
on the Japanese market, including rele vant products for ri ce and fruits and 
vegetables, insecticides and fungicides. They typically do not have a large scale 
presence in Europe but sometimes coope rate with the global R&D-integrated 
players, as well as with generic compan ies including via some shareholding links. 
(22) In consequence, only a handful of companies are active in R&D in a given 
segment at the global level and have the ability to develop and market new molecules and products across geographies that can have a significant commercial 
impact. 
4.2.2.2.  Generic players 
(23) On the other hand, there are a number of companies which are generic players 
which focus on crop protection products that are no longer s ubject to patent 
protection. Generic players may have sizeab le revenues, the largest being Adama. 
None of these, however, has substantially moved to or remained active in the discovery of AIs. Their activities are largely dependent on access to AIs originally developed by R&D players. 
(24) "Generic" players differ to some extent in business model and activities, with 
some selling "commodity-like" off-patent AIs, while others such as Adama and 
FMC develop new AIs discovered by othe r players and create innovations by 
mixing off-patent AIs. 
(25) As regards downstream sales of crop pr otection products, the generics' share has 
been overall stable in recent years. 
                                                 
14  Following completion of the Transaction FMC would become the fifth large integrated crop 
protection company active in the discovery of new AIs. 
  
6 4.2.3.  Main industry trends 
4.2.3.1.  Consolidation 
(26) Historically, the R&D part  of the crop protection industry has gone through 
different waves of consolidation. 
(27) Consolidation also took place in the generic part of the industry in recent years. 
In 2014 and 2015, Platform Specialty Produc ts Corporation acquired Chemtura 
AgroSolutions, the Agriphar Group and Arysta LifeScience Limited to form a vertically integrated agrochemical company. In 2014, FMC acquired Cheminova. 
Finally, in 2011, Sumitomo Chemical Corp  increased its shareholding in Nufarm 
Limited to 21.7%. 
(28) Further consolidation is happening in the market currently, with notably the 
Dow/DuPont and ChemChina/Syngenta transactions, and the proposed acquisition of Monsanto by Bayer. 
(29) In consequence, in many relevant produc t markets only a handful of significant 
players are present. 
4.2.3.2.  Disappearance of AIs and decreasing innovation 
(30) In recent years a number of older AIs di sappeared from the EEA market due to 
stricter regulatory requirements, which al so contributed to a sharp rise in R&D 
costs for crop protection. 
(31) However, while regulatory costs have  increased, expenditure on R&D as a 
percentage of revenues has decreased ove r the last twenty years. Moreover, 
innovation output has decreased in the crop protection industry. 
(32) There has also been in recent years a shift in geographical focus, with less 
emphasis on Europe and more on the rest of the world, notably  emerging markets. 
(33) Meanwhile, limited solutions are available for so-called "orphan" crops or minor 
uses because companies focus on major global crops such as maize, wheat, rice. 
(34) In consequence, AIs which are older but have good regulatory  and effectiveness 
profile can be very successf ul commercially, and in fact be quite profitable, even 
several years after patent  protection has expired. 
5. C
OMPETITIVE ASSESSMENT  
5.1. Legal Framework 
(35) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration w ould significantly impede effective 
competition  in the internal market or in a substantial part of it, in particular 
through the creation or streng thening of a dominant pos ition. For example, with 
regard to non-coordinated anticompeti tive effects that c ould derive from a 
concentration, a merger may entail hor izontal effects wher e the undertakings 
concerned are actual or potential competitors in one or more of the relevant 
  
7 markets concerned. In that case, the Co mmission appraises horizontal effects in 
accordance with the guidance set out in the Horizontal Merger Guidelines.15 
5.2. Methodology for the assessment 
(36) For the present review, the Commission's competitive assessment focuses on the 
narrowest segmentation for which data is available, that is, crop/pest 
combinations.16 
(37) The market share data is based on the la st year available, in most cases this 
is 2015, but it is earlier for some ma rkets. For the relevant crop/pest 
combinations, the Commission has identified a total of 18 horizontally affected markets.
17 However, in two markets, there is  no longer an overlap between the 
Parties because FMC recently stopped its activities there.18 Since FMC's decision 
to exit those two markets was unconnected  to the Transaction and they are no 
longer affected markets, the Commission ha s not included them in its competition 
assessment below. 
(38) For the purposes of this case, and in li ne with its most recent precedent in the 
agrochemical industry, the Commission has defined a set of criteria to identify 
preliminarily affected markets where the Transaction does not raise serious 
doubts as to its compatibility with the internal market.19 
(39) This set of criteria identifies markets where the levels of concentration preceding 
the Transaction and the increases in su ch concentration levels brought about by 
the Transaction make it possible to conclude that it is unlikely that the Transaction would significantly impede effective competition. These markets 
include the following: 
(a) Markets in which the HHI
20 post-merger is below 1000; According to the 
Horizontal merger Guidelines, su ch markets normally do not require 
extensive analysis;21 
(b) Markets in which the HHI post-merg er between 1000 and 2000 and delta 
below 250, provided that the Parties'  combined share is below 50%;22 or 
                                                 
15  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. 6-25 ("Horizontal 
Merger Guidelines"). 
16  For herbicides, the weed grouping is the broad pest category (i.e. broadleaf, graminicide or cross-
spectrum) and for insecticides, it is the type of insect family (i.e. chewing or sucking insects).  
17  Markets in which the Parties' combined share is  20% or higher. 
18  These two markets are: broadleaf grassland herbicides in France and post-emergence broadleaf 
sunflower herbicides in Bulgaria. 
19  See Case M.7962 ChemChina/Syngenta (2017).  
20 As set out in paragraph 16 of the Commission's Horizontal Merger Guidelines, the Commission 
often considers the Herfindahl-Hirschmann Index (HHI) to measure the level of concentration in the market. The HHI is calculated by summing the sq uares of the individual market shares of all 
firms in the market.  
21 Commission's Horizontal Merger Guidelines, paragraph 19. 
22 Commission's Horizontal Merger Guidelines, paragraph 20. 
  
8 (c) Markets in which the HHI post-merger is above 2000 and delta is 
below 150, again provided that the Parties' combined share is below 50%.
23 
(40) The Horizontal Merger Guidelines however provi de that, under special 
circumstances, a Transaction may still raise competition concerns despite fulfilling the criteria listed in b) and c) above. The markets for which the Commission has not found any special circumstance, and for which it has 
therefore concluded that the Transaction would not significantly impede effective 
competition, have been reviewed separately for each crop protection product section concerned, as it follows below. 
(41) The markets satisfying this set of cr iteria, and for which the Commission has 
concluded that the Transaction does not ra ise serious doubts as to its compatibility 
with the internal market, have been asse ssed separately for each of the concerned 
herbicides and insecticides s ections, as indicated below. 
5.3. Herbicides 
5.3.1.  Markets that do not raise serious doubts 
A. France – beets – post-emerg ence broadleaf herbicides  
(42) In the market for post-emergence broadlea f herbicides for beets in France, the 
Parties have a combined market  share of [20-30]% (Divestment 
Business: [20-30]%, FMC: [0 -5]%). The increment resul ting from the Transaction 
is less than [0-5]%. The market is not  concentrated: the HHI post-Transaction 
would be [>2000] with a delta of [<150]. Further, it follows from the market 
investigation that the Transaction doe s not reveal any competition concerns 
arising in this market. 
(43) Therefore, in view of the foregoing and in light of the results of the market 
investigation, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with respect to the 
market for post-emergence broadleaf  beets herbicides in France. 
B. Romania – cereals – post-emerg ence broadleaf herbicides 
(44) In the market for post-emergence broadleaf herbicides for cereals in Romania, the 
Parties have a combined market  share of [20-30]% (Divestment 
Business: [20-30]%, FMC: [0 -5]%). The increment resul ting from the Transaction 
is [0-5]%. The market is not concentr ated: the HHI post-Transaction would be 
[>2000] with a delta of [<150]. Further, it  follows from the market investigation 
that the Transaction does not reveal any competition concerns arising in this 
market. 
(45) Therefore, in view of the foregoing and in light of the results of the market 
investigation, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with respect to the 
market for post-emergence broadleaf cereal herbicides in Romania. 
                                                 
23  Commission's Horizontal Merger Guidelines, paragraph 20. 
  
9 5.3.2.  Markets that raise serious doubts 
(46) From its review, the Commission considers that FMC is an important and close 
competitor to the Divestment Business's cereal broadleaf herbicide sulfonylurea 
('SU') portfolio in France, Germany, Hungary, Spain, Sweden, and the United Kingdom. This is for the following reasons. 
(47) First, the Commission considers that FMC is the main generic competitor for the 
Divestment Business's SU portfolio with its own SU offering and with 
florasulam, a post-emergence cereal broadl eaf herbicide. While certain of the SUs 
are also marketed by other supppliers, FM C and the Divestment Business are the 
two players offering the broa der choice of SU formulati ons and mixtures in key 
post-emergenge cereal broadleaf herbicid e markets. Moreover, the Divestment 
Business's internal documents show that it considers FMC a key threat and constraint for its SU business. […].
24 […].25 
(48) […].26 
(49) This is confirmed by a majority of respondents to the market investigation 
indicating that indeed FMC's and the Di vestment Business's SU portfolio are 
close competitors.27 
(50) Second, the Commission finds that in c ountries where FMC and the Divestment 
Business offer products based on the same AI, FMC's products are often sold at a 
price significantly lower than t hose of the Divestment Business.28 […]. Therefore, 
the Commission considers that the pric ing constraints exercised by FMC on the 
Divestment Business's SUs are, in  certain instances, material.  
(51) Third, the Commission understands that FMC competes with the Divestment 
Business's portfolio not only with its own SU offering bu t also with florasulam, a 
post-emergence cereal broadleaf herbicide which is a close competitor to the 
SUs.29 FMC is the main generic supplier of florasulam in the EEA.30 It follows 
that the part of FMC's portfolio which is  an important and close competitor to the 
Divestment Business's cereal broadleaf herb icide SU portfolio consists in FMC's 
SU portfolio and florasulam. 
(52) Fourth, the Commission finds that while the Notifying Party argues that it expects 
that the cereal broadleaf herbicide por tfolios of FMC and the Divestment 
Business in the EEA will be significantly  impacted by the launch of new products 
by their competitors […], this contention is not supported by the internal documents of the Parties. […].
31 […].32 […].33 Therefore, contrary to what the 
                                                 
24  […]. 
25  […]. 
26  […]. 
27  Questionnaire to customers, question 7 and questionnaire to competitors question 9. 
28  COMP M.8435_FMC_DUPONT_DIVESTMENT_BUSINESS_RFI 4 RESPONSE_22 JUNE 
2017. 
29  Questionnaire to customers, question 10. See also Case M.7932 Dow/DuPont (2017). 
30  COMP M.8435_FMC_DUPONT_DIVESTME NT_BUSINESS_RFI 4 RESPONSE_FMC 
ATTACHMENT A. 
31  […]. 
  
10 Notifying Party argues, it is unlikely that the sales of SUs will decrease in the 
short- to mid-term. 
(53) In view of the foregoing, the Commission considers that the removal of FMC as 
an independent competitor to the Dive stment Business would materially reduce 
price competition in national markets in which SUs represent a significant share 
of sales for cereal broadleaf herbicides and thus an im portant family of products 
for cereal farmers. On this basis and in light of the results of the market investigation, the Commission considers th at the Transaction raises serious doubts 
as to its compatibility with the internal  market for the sale of post-emergence 
cereal broadleaf herbicides in France, Germany, Hungary, Spain, Sweden, and the 
United Kingdom. Each of these mark ets is assessed individually below. 
A. France– cereals – post-emerg ence broadleaf herbicides  
(54) The Commission considers that the Trans action raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in France. This is for the following reasons. 
(55) First, post-Transaction the Parties would be the second largest supplier with a 
combined share of [20-30]% (FMC: [0-5]% , the Divestment Business: [10-20]%). 
The largest player in this segmen t is Dow/DuPont ([40-50]%) followed by 
Sumitomo ([5-10]%) and Syngenta/Adama ([5-10]%). 
(56) Second, FMC is the second largest generic player in this segment and, as 
discussed above, an important and close co mpetitor for the Divestment Business's 
SU portfolio in France. 
(57) Third, the Divestment Business's main  products in this segment are SU 
formulations and mixtures, including a metsulfuron-methyl/tribenuron-methyl 
mixture, a metsulfuron/tribenuron mixt ure, a carfentrazone-ethyl/metsulfuron-
methyl mixture, a thifensulfuron formula tion. In France, FMC sells a broad range 
of products containing SUs, includi ng a metsulfuron-methyl/thifensulfuron-
methyl mixture, a metsulfuron-methyl  formulation, and a tribenuron-methyl 
formulation. In addition, FMC sells floras ulam formulations as well a florasulam 
mixture which as discussed above are close competitors to the Divestment Business's SU portfolio. 
B. Germany– cereals – post-emerg ence broadleaf herbicides  
(58) The Commission considers that the Trans action raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in Germany. This is for the following reasons. 
(59) First, post-Transaction the Parties would be the second largest supplier with a 
combined share of [30-40]% (FMC: [0-5]% , the Divestment Business: [20-30]%). 
The largest player in this segmen t is Dow/DuPont ([30-40]%) followed by 
BASF ([10-20]%) and Nufarm ([5-10]%).  
                                                                                                                                                 
32  […]. 
33  […]. 
  
11 (60) Second, the market is concentrated: the HHI level post-Transaction would 
be [>2000] with a delta of [>150]. 
(61) Third, FMC is the second largest generic player in this segment and, as discussed 
above, an important and close comepetitos for the Divestment Business's SU portfolio in Germany. 
(62) Fourth, the Divestment Business's ma in products in this segment are SU 
formulations and mixtures, includi ng a tribenuron-methyl formulation, a 
flupyrsulfuron-methyl formulation, and a carfentrazone-ethyl/m etsulfuron-methyl 
mixture. In Germany, FMC sells a metsul furon-methyl/diflufenican mixture as 
well as a florasulam formulation which as discussed above is a close competitor to the Divestment Business's SU portfolio. 
C. Hungary– cereals – post-emerg ence broadleaf herbicides 
(63) The Commission considers that the Trans action raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in Hungary. This is for the following reasons. 
(64) First, post-Transaction the Parties would be the largest supplier with a combined 
share of [30-40]% (FMC: [0-5]%, the Di vestment Business: [20-30]%), followed 
by Bayer ([20-30]%), Dow/DuPont ([10- 20]%), and Syngenta/Adama ([5-10]%). 
(65) Second, the market is concentrated: the HHI level post-Transaction would 
be [>2000] with a delta of [>150]. 
(66) Third, FMC is the largest generic player in this segment and, as discussed above, 
an important and close comepetitor for the Divestment Business's SU portfolio in Hungary. 
(67) Fourth, the Divestment Business's ma in products in this segment are SU 
formulations and mixtures, including a tribenuron formulation, a thifensulfuron 
formulation and thifensulfuron/tribenur on formulations. In Hungary, FMC also 
sells SU-based mixtures and formula tions, including a tribenuron-methyl 
formulation and a thifensulfuron-met hyl/tribenuron-methyl formulation. 
D. Spain– cereals – post-emergence broadleaf herbicides 
(68) The Commission considers that the Trans action raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in Spain. Th is is for the following reasons. 
(69) First, post-Transaction the Parties would be the largest supplier with a combined 
share of [30-40]% (FMC: [5-10]%, th e Divestment Business: [30-40]%), 
followed by Bayer ([10-20]%), Nufarm ([10-20]%), and Dow/DuPont ([10-20]%). 
(70) Second, the market is concentrated: the HHI level post-Transaction would 
be [>2000] with a delta of [>150]. 
(71) Third, FMC is the second largest generic player in this segment and, as discussed 
above, an important and close competitor for the Divestment Business's SU portfolio in Spain. 
  
12 (72) Fourth, the Divestment Business's ma in products in this segment are SU 
formulations and mixtures, including a metsulfuron-methyl/tribenuron-methyl 
mixture, a thifensulfuron-methyl/tribenuron-methyl mixture, a tribenuron-methyl formulation, and a thifensulfuron-met hyl formulation. Likewise, FMC's main 
broadleaf post-emergence he rbicides in Spain are also SU formulations and 
mixtures which compete directly with  the Divestment Business's products, 
including a metsulfuron-methyl formul ation, a thifensulfuron-methyl/tribenuron-
methyl mixture, a tribe nuron-methyl formulation, and a thifensulfuron-methyl 
formulation. In addition, FMC sells a florasulam form ulation which as discussed 
above is a close competitor to the Divestment Business's SU portfolio. 
E. Sweden– cereals – post-emergence broadleaf herbicides 
(73) The Commission considers that the Trans action raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in Sweden. This is for the following reasons. 
(74) First, post-Transaction the Parties would be the second largest supplier with a 
combined share of [20-30]% (FMC: [0-5]% , the Divestment Business: [10-20]%). 
The largest player in this segmen t is Dow/DuPont ([50-60]%) followed by 
Bayer ([5-10]%) and Nufarm ([5-10]%). 
(75) Second, FMC is the second largest generic player in this segment and, as 
discussed above, an important and cl ose comepetitors for the Divestment 
Business's SU portfolio in Sweden. 
(76) Third, the Divestment Business's main  products in this segment are SU 
formulations and mixtures, including a metsulfuron-methyl/tribenuron-methyl 
mixture and a thifensulfuron formulati on. In Sweden, FMC sells a tribenuron-
methyl formulation as well as a florasul am formulation which as discussed above 
is a close competitor to the Divestment Business's SU portfolio. 
F. United Kingdom– cereals – post-e mergence broadle af herbicides 
(77) The Commission considers that the Trans action raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in the United Ki ngdom. This is for the following reasons. 
(78) First, post-Transaction the Parties would be the largest supplier with a combined 
share of [50-60]% (FMC: [5-10]%, th e Divestment Business: [40-50]%), 
followed by Dow/DuPont ([10-20]%), Baye r ([10-20]%), and Nufarm ([5-10]%). 
(79) Second, the market is concentrated: the HHI level post-Transaction would 
be [>2000] with a delta of [>150]. 
(80) Third, FMC is the second largest generic player in this segment and, as discussed 
above, an important and close competitor for the Divestment Business's SU portfolio in the United Kingdom. 
(81) Fourth, the Divestment Business's ma in products in this segment are SU 
formulations and mixtures, including a metsulfuron-methyl/tribenuron-methyl 
mixture, a thifensulfuron-methyl/tribenur on-methyl mixture, and a metsulfuron-
methyl formulation. In the United Kingdom , FMC sells two pr oducts containing 
  
13 SUs, a metsulfuron-methyl/thifensulf uron-methyl mixture and a tribenuron-
methyl formulation, […]. The Parties argue th at […], the overlap they give rise to 
should not raise competition concerns. Ho wever, the Commission notes that FMC 
could obtain an autonomous right to sell th ese products as it holds approvals for 
each of the relevant AIs and sells similar,  if not identical, products independently 
[…] in other EEA Member States. More over, in the United Kingdom FMC sells 
the products it sources […] under its own brand. Therefore, the Commission considers that FMC's metsulfuron-met hyl/thifensulfuron-methyl mixture and 
tribenuron-methyl formulation are in co mpetition with the Divestment Business's 
products. In addition, FMC sells a flor asulam formulation as well as two 
florasulam mixtures which as discussed above are close competitors to the Divestment Business's SU portfolio. 
5.4. Insecticides 
(82) The market investigation ha s not revealed competition concerns with respect to 
insecticides in any of the affected  national markets examined below. 
A. Bulgaria and Poland – fruit an d nuts – chewing insecticides 
(83) The Commission finds that, in the market  for insecticides targeting chewing 
insects in fruit and nuts in Bulgaria, the Parties have a combined market share 
of [20-30]% (Divestment Bu siness: [20-30]%, FMC: [0-5]%). The increment 
resulting from the Transaction is [0-5]%. The market is not concentrated: the HHI 
post-Transaction would be [>2000]  with a delta of [<150].  
(84) In the market for insecticides targeting chewing insects in fruit and nuts in 
Poland, the Parties have a combined ma rket share of [20-30]% (Divestment 
Business: [20-30]%, FMC: [0-5]%). The increment resulting from the Transaction 
is less than [0-5]%. The market is not  concentrated: the HHI post-Transaction 
would be [>2000] with a delta of [<150].  
(85) Further, the market investigation did not reveal any competition concerns arising 
in either of these markets. 
(86) In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transacti on does not raise serious doubts as to its 
compatibility with the internal market with  respect to the market for insecticides 
targeting chewing insects in fru it and nuts in Bulgaria or Poland. 
B. France and Portugal – grap es – chewing insecticides 
(87) The Commission finds that, in the market  for insecticides targeting chewing 
insects in grapes in France, the Parties have a combined mark et share of [20-30]% 
(Divestment Business: [20-30]%, FMC: [0-5]%). The increment resulting from the Transaction is less than [0-5]%. The market is not concentrated: the HHI post-
Transaction would be [>2000]  with a delta of [<150]. 
(88) In the market for insecticides targeting chewing insects in grapes in Portugal, the 
Parties have a combined market  share of [20-30]% (Divestment 
Business: [20-30]%, FMC: [0 -5]%). The increment resul ting from the Transaction 
is [0-5]%. The market is not concentr ated: the HHI post-Transaction would be 
[>2000] with a delta of [<150]. 
  
14 (89) Further, the market investigation did not reveal any competition concerns arising 
in any of these markets. 
(90) In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transacti on does not raise serious doubts as to its 
compatibility with the internal market with  respect to the market for insecticides 
targeting chewing insects in gr apes in France or Portugal. 
C. France and Romania – corn – chewing insecticides  
(91) The Commission finds that, in the market  for insecticides targeting chewing 
insects in corn in France, the Parties ha ve a combined market share of [20-30]% 
(Divestment Business: [20-30]%, FMC: [0-5]%). The increment resulting from the Transaction is less than [0-5]%. The market is not concentrated: the HHI post-
Transaction would be [>2000] with a de lta of [<150]. Further, the market 
investigation did not reveal any competi tion concerns arising in this market. 
(92) In the market for insecticides targeting chewing insects in corn in Romania, the 
Parties have a combined market  share of [50-60]% (Divestment 
Business: [50-60]%, FMC: [0 -5]%). The increment resul ting from the Transaction 
is [0-5]%. The market is concentrat ed: the HHI post-Transaction would be 
[>2000] with a delta of [>150]. However, the Parties are not close competitors; 
they sell very different products. In th is market, the Divestment Business sells 
Rynaxypyr, the leading new-generation ch ewing insecticide (from the diamide 
chemical class) and indoxacarb, a slight ly older insecticide introduced in 2001 
(from the oxadiazine chemical class) and which accounted for approximately a 
[…] of the Divestment Business' turnover in the EEA in 2016.
34 FMC sells zeta-
cypermethrin, an old generation insectic ide from the pyrethroid chemical class35, 
pyrethroids were origin ally introduced in 1976.36 Older generation insecticides 
are under significant resistance and regulat ory pressure and are losing market 
share to newer generation insecticides.37 Further, there are a number of 
competitors who compete more closely w ith the Divestment Business than FMC, 
such as Syngenta-Adama ([10-20]%), Bayer ([10-20]%) and Nufarm ([5-10]%) 
and will continue to exert a competitive c onstraint. In its market investigation, the 
Commission did not find any evidence of  closeness between the Parties and 
further, the market investig ation did not reveal any co mpetition concerns arising 
in this market.  
(93) In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transacti on does not raise serious doubts as to its 
compatibility with the internal market with  respect to the market for insecticides 
targeting chewing insects in corn in France and Romania. 
                                                 
34  Form CO, paragraph 6.254. 
35  Form CO, paragraph 6.252. 
36  Phillips McDougall Leading Crop Protection Companies Report, pages 139 -142. 
37  Form CO, paragraph 6.251. Sparks (2013) "Insecticide discovery: an evaluation and analysis," 
Pesticide Biochemistry and Physiology 107 (2013) 8-17. 
  
15 D. Greece – cotton – chewing insecticides 
(94) The Commission finds that, in the market  for insecticides targeting chewing 
insects in cotton in Greece, the Parties ha ve a combined market  share of [50-60]% 
(Divestment Business: [50-60]%, FMC: [0-5]%). The increment resulting from the Transaction is less than [0-5]%. Th e market is concentrated: the HHI post-
Transaction would be [>2000] with a delt a of [<150]. However, the Parties are 
not close competitors; they sell very diffe rent products. The Divestment Business 
sells Rynaxypyr, the leading new generati on insecticide. FMC on the other hand 
sells chlorpyrifos, an older generation ge neric insecticide and zeta-cypermethrin 
and, further, the market share increment brought about by the Tr ansaction is very 
limited, at less than [0-5]%. Further, there are a competitors that compete more closely with the Parties. For example, the closest competitor to FMC is Syngenta-
Adama with a [10-20]% share, and which sells products based on the same AI as 
FMC, namely chlorpyrifos.
38 In addition, in Q4 2017, Dow/DuPont plans to 
submit an application for the authoris ation of a product containing the AI 
spinetoram, another new generation insecticide […]39 […]. In its market 
investigation, the Commissi on did not find any evidence of closeness between the 
Parties and further, the market investigation did not reveal any competition 
concerns arising in this market.  
(95) In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transacti on does not raise serious doubts as to its 
compatibility with the internal market with  respect to the market for insecticides 
targeting chewing insects in cotton in Greece.  
E. Lithuania – oilseed rape – chewing insecticides 
(96) The Commission finds that, in the market  for insecticides targeting chewing 
insects in oilseed rape in Lithuania, the Parties have a combined market share of [20-30]% (Divestment Bu siness: [10-20]%, FMC: [0-5]%). The increment 
resulting from the Transaction is [0-5]%. The market is not concentrated: the HHI 
post-Transaction would be [>2000]  with a delta of [<150]. 
(97) Further, the market investigation did not reveal any competition concerns arising 
in this market. 
(98) In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transacti on does not raise serious doubts as to its 
compatibility with the internal market with  respect to the market for insecticides 
targeting chewing insects in oilseed rape in Lithuania. 
F. Italy and Spain – vegetables  – chewing insecticides 
(99) The Commission finds that, in the market  for insecticides targeting chewing 
insects in vegetables in Italy, the Parties have a combined market share of [30-40]% (Divestment Bu siness: [30-40]%, FMC: [0-5]%). The increment 
resulting from the Transaction is le ss than [0-5]%. The market is not 
concentrated: the HHI post-Transaction w ould be [>2000] with a delta of [<150]. 
                                                 
38  Form CO, paragraph 6.305. 
39  Form CO, paragraph 6.308. 
  
16 (100)  In the market for insecticides targeting ch ewing insects in vege tables in Spain, the 
Parties have a combined market  share of [20-30]% (Divestment 
Business: [20-30]%, FMC: [0 -5]%). The increment resul ting from the Transaction 
is [0-5]%. The market is not concentr ated: the HHI post-Transaction would be 
[>2000] with a delta of [<150]. 
(101)  Further, the market investigation did not reveal any competition concerns arising 
in any of these markets. 
(102)  In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transacti on does not raise serious doubts as to its 
compatibility with the internal market with  respect to the market for insecticides 
targeting chewing insects in ve getables in Italy or Spain. 
5.5. Conclusions of the competitive assessment 
(103)  In view of the foregoing and in light of the results of the mark et investigation, the 
Commission considers that the Transact ion raises serious doubts as to its 
compatibility with the internal market for the sale of post-emergence cereal 
broadleaf herbicides in France, Germa ny, Hungary, Spain, Sweden and the United 
Kingdom. 
6. REMEDIES  
6.1. Framework of the assessment of the commitments 
(104)  Where, as in this case, a notified con centration raises serious doubts as to its 
compatibility with the internal market , the Parties may modify the notified 
concentration so as to re move the grounds for the seri ous doubts identified by the 
Commission with a view to having it declared  compatible with the internal market 
pursuant to Article 6(1)(b) in conjuncti on with Article 6(2) of the Merger 
Regulation. 
(105)  As set out in the Comm ission Notice on Remedies,40 commitments have to 
eliminate the Commission's serious doubts entirely, they have to be comprehensive and effective from all points of view. 
(106)  In assessing whether or not commitment s will restore effective competition, the 
Commission considers all relevant factors,  including the type, scale and scope of 
the proposed commitments, with refere nce to the structur e and particular 
characteristics of the market in whic h the Commission has identified serious 
doubts as to the compatibility of the no tified concentration with the internal 
market, including the position of the Parties and other participants on the market.
41  
                                                 
40  Commission Notice on remedies acceptable u nder Council Regulation (E C) No 139/2004 and 
under Commission Regulation (EC) No 802/2004 (2008/C 267/01), (the "Commission Notice on 
Remedies"). 
41  Commission Notice on Remedies, paragraph 12. 
  
17 6.2. Commitments submitted by the Notifying Party 
(107)  In order to address the seri ous doubts raised by the Tr ansaction with a view to 
rendering the concentration co mpatible with the internal market, the undertakings 
concerned have modified the notified concentration by submitting to the Commission proposed commitments. 
(108)  The Notifying Party submitted two sets of  commitments. Notably, the Notifying 
Party formally submitted a remedy proposal on 6 July 2017 and a revised remedy proposal on 7 July 2017 ("Initial Commitmen ts"). After the Commission gathered 
the views of market participants on the Initial Commitments ("market test"), and 
informed the Notifying Party of the re maining serious doubts raised by the 
Transaction, the Notifying Party submitted a revised remedy proposal on 18 July 2017 ("Final Commitments"). 
(109)  The Commission considers the Final Commitm ents sufficient to ensure that, if 
implemented, the Transaction no longe r raises serious doubts as to its 
compatibility with the internal market . The Final Commitments are annexed to 
this decision and form an integral part of the decision. 
6.3. Initial Commitments 
(110)  Initially, the Notifying Party proposed, to th e benefit of the entity approved by the 
Commission as acquirer of the assets  listed below (the 'Purchaser'): 
(a) to provide royalty-free exclusive irre vocable licences for the EEA to the 
FMC lead active ingredients (metsulf uron-methyl, thifensulfuron-methyl, 
tribenuron-methyl and florasulam) and product registration data. Where 
the consent of third parties is requi red, FMC will use its best efforts to 
ensure that the relevant consent is obtained; 
(b) to transfer the product registrations in the EEA for formulated products 
containing the lead active ingredients. Where the consent of third parties is 
required, FMC will use its best efforts to ensure that the relevant consent 
is obtained;  
(c) to provide royalty-free i rrevocable licences for the EEA to the secondary 
active ingredients (i.e. an active ingredient which is not one of the lead active ingredients) under lying the products whose registration is being 
transferred; 
together, the assets listed from (a ) to (c) above are defined as the 
"Divested Assets"; 
(d) to transfer contracts with third party suppliers for the manufacture and sale 
of the products related to th e Divested Asset portfolio; 
(e) to divest the EEA customer list and ot her records relating to the Divested 
Assets; 
(f) to transfer the intangible assets, such  as registered in tellectual property, 
including know-how, brand names and trademarks, primarily used by FMC in relation to the Divested A sset portfolio (with FMC retaining a 
  
18 royalty-free exclusive irrevocable li cence for use of such intellectual 
property on products outsid e this portfolio);  
(g) to provide royalty-free ex clusive irrevocable licences to intangible assets, 
such as registered intellectual property, know-how, brand names and 
trademarks, that are primarily used  by FMC on products other than the 
Divested Asset portfolio;  
(h) at the option of the Purchaser, to include personnel considered necessary 
to maintain the viability and competi tiveness of the Divested Assets in 
[…];  
(i) at the option of the Purchaser, to enter into a transitional service 
agreement with the Purchaser for […], for all services that FMC currently supplies to support the Divested Asse t portfolio products (this may be 
extended by […]);  
(j) at the option of the Purc haser, to enter into a transitional supply/toll 
manufacturing agreement for […] (this may be extended by […]). 
(111)  In addition, the Notifying Party proposed  to enter into re lated commitments, inter 
alia regarding the separation of the divest ed businesses from their retained 
businesses, the preservation of the viability, marketability and competitiveness of 
the divested businesses, in cluding the appointment of a monitoring trustee and, if 
necessary, a divest iture trustee. 
(112)  The Commission assessed the appropriaten ess of the Initial Commitments offered 
and carried out a market test. 
6.4. The Commission’s market test  
(113)  
The Commission launched a market test of the Initial Commitments on 10 July 2017.  
(114)  In general, there was the view that the Initial Commitments could remedy the serious 
doubts identified by the Commission, subject to the modification of a number of specific elements of the Initial Commitments identified by the market test. 
 
(115)  In particular, a majority of respondents indicated that it was important for the 
Purchaser to have the option of obtaining additional personnel for each of the markets in which serious doubts were identified by the Commission, in order to ensure the viability and competitiveness of the Divested Assets. They also indicated that 
regulatory personnel would also be necessary, on the basis that regulatory know-how 
is essential in supporting the formulated products sold on the market and, further, not 
all purchasers may have the necessary regulat ory resources to deal with the SU and 
florasulam portfolio.
42  
(116)  In all other respects, respondents generally considered that the Divested Assets 
include all necessary assets and would be able to compete effectively with the 
merged entity.  
                                                 
42 Questionnaire to competitors – Commitments – Market Test, questions 17 and 18. 
  
19 6.5. Final Commitments submitted by the Notifying Party  
6.5.1.  Description of the Final Commitments 
(117)  As explained above, the Notifying Party submitted the Final Commitments on 
18 July 2017. The full text of the Final Commitments is attached as Annex to this Decision. 
(118)  The 
Final  Commitments have been modified vi s-a-vis the Intitial Commitments as 
described in Section 6.3 as follows: at the option of the Purc haser, to include 
personnel (which may include sales or regula tory staff familiar with the lead AIs) 
considered necessary to maintain the viability and competitiveness of the Divested Assets in not only […], but also  […], to the extent that the Purchaser 
does not itself have sufficient sales or regulatory staff.  
6.5.2.  Assessment of the Final Commitments  
(119)  The Commission considers that the Fi nal Commitments remove the serious 
doubts raised by the Transaction entirely, because these either (i) remove the 
entire overlap between the Parties in th e post-emergence cereal broadleaf markets 
in which serious doubts were raised, or (ii) remove th e part of the overlap in 
which the Parties were competing closely through their respective SU portfolios. 
The Commission also finds that the Fina l Commitments address the outstanding 
issues related to the viability and competitiveness of the Divestment Business, by including in the concerned assets to divest, at the option of the Purchaser, 
additional personnel for all markets in which the Commission had identified serious doubts.  
6.5.3.  Conclusion on the Final Commitments  
(120)  For the reasons outlined above, the Comm ission considers that the commitments 
entered into by the undert akings concerned are suffi cient and appropriate to 
eliminate the serious doubts as to the co mpatibility of the Transaction with the 
internal market with respect to the sa le of post-emergence cereal broadleaf 
herbicides in France, Germany, H ungary, Spain, Sweden and the United 
Kingdom. 
(121)  Under the first sentence of the second subpa ragraph of Article 6( 2) of the Merger 
Regulation, the Commission may attach to its decision conditi ons and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis-à-vis the Commission with a view to rendering the 
concentration compatible with the internal market.  
(122)  The fulfilment of the measures that gives rise to the structural change of the 
market is a condition, whereas the impl ementing steps which are necessary to 
achieve this result are generally obligati ons on the Parties. Where a condition is 
not fulfilled, the Commission's decision declaring the concentration compatible with the internal market and the EEA Agreement is no longer applicable. Where the undertakings concerned commit a br each of an obligation, the Commission 
may revoke the clearance decision in accord ance with Article 6( 3) of the Merger 
Regulation. The undertakings concerned may al so be subject to fines and periodic 
penalty payments under Articles 14(2) a nd 15(1) of the Merger Regulation.  
  
20 (123)  In accordance with the basi c distinction between condi tions and obligations, the 
commitments in Section B of the Fina l Commitments set out in the Annex 
constitute conditions att ached 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. 
(124)  The full text of the Final Commitments is annexed to this Decision as Annex and 
forms an integral part thereof. 
7. CONCLUSION  
(125)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments a nd 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 of the commitments annexed to the present decision and with th e 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 Merg er Regulation and Article 57 of the EEA 
Agreement. 
For the Commission 
 (Signed) Julian KING Member of the Commission 
 
 CASE M.8435 – FMC/DUPONT DIVESTMENT BUSINESS 
COMMITMENTS TO THE EUROPEAN COMMISSION 
Pursuant to Articles 8(2) and 10(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), FMC Corporation (the “ Notifying Party ”) hereby enters into the following 
Commitments (the “ Commitments ”) vis-à-vis the European Commission (the “ Commission ”) 
with a view to rendering the acquisition of sole co ntrol over the DuPont Di vestment Business (the 
“Concentration ”) compatible with the internal market and the functioning of the EEA Agreement. 
This text shall be interpreted in light of the Co mmission’s decision pursuant to Article 8(2) of the 
Merger Regulation to declare the Concentration co mpatible 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 Regulatio n, 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 ”). 
Section A.  Definitions 
1. For the purpose of the Commitments, t he following terms shall have the following 
meaning: 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate 
parents of the Parties, whereby the notion of control shall be interpreted pursuant to 
Article 3 of the Merger Regulation and in  light of the Commission Consolidated 
Jurisdictional Notice under Council Regul ation (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  Business as indicated in Section B, 
paragraph 6 (a), (b), and (c) and described more in detail in the Schedule. 
Closing : the transfer of the legal title to the Divestment Business to the Purchaser. 
Closing Period : the period of […] from the approval  of the Purchaser and the terms of 
sale by the Commission. 
Confidential Information : any business secrets, know-how , commercial information, or 
any other information of a proprietary nat ure 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. 
Direct production costs : direct production costs include raw materials, direct labour 
costs, 70% of energy, packaging, toll manufac turing, transport and duties, warehousing, 
ecology and direct depreciation costs of incu rred by the fixed assets used to produce 
such products for the Purchaser. 
Divestment Business : the business or businesses as defined in Section B and in the 
Schedule which the Notifying Party commits to divest. 
 
2 Divestment CP Products : the crop protection products included in the Divestment 
Business as defined in Section B ( The Commitment to divest and the Divestment 
Business ) and in the Schedule. 
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Notifying Pa rty and who has/have received from the 
Notifying Party the exclusive Trustee Mandat e to sell the Divestment Business to a 
Purchaser at no minimum price. 
Dow :  The Dow Chemical Company.   
DuPont :  E.I. du Pont de Nemours and Company. 
DuPont Divestment Business :  the business to be divested by DuPont to the Notifying 
Party in accordance with the commitments given to the Commission in Case M.7932 
Dow/DuPont .   
Effective Date : the date of adoption of the Decision. 
First Divestiture Period : the period of […] from the Effective Date. 
Hold Separate Manager : the person appointed by the Noti fying Party for the Divestment 
Business to manage the day-to-day business  under the supervision of the Monitoring 
Trustee. 
Lead Active Ingredient : for the purpose of these Commitments, the following active 
ingredients used by the Divestment Business shall be lead active ingredients:  
metsulfuron-methyl, thifensulfuron-me thyl, tribenuron-methyl and florasulam. 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Notifying Pa rty, and who has/have the duty to monitor 
the Notifying Party’s compliance with the conditions and obligations attached to the Decision. 
Party or Parties : the Notifying Party and/or the DuPont Divestment Business. 
Personnel : all staff currently employed by the Divestment Business, including staff 
seconded to the Divestment Business and shared personnel. 
Purchaser : the entity approved by the Commission as acquirer of the Divestment 
Business in accordance with the criteria set out in Section D. 
Purchaser Criteria : the criteria laid down in par agraph 16 of these Commitments that 
the Purchaser must fulfil in order to be approved by the Commission. 
Schedule : the schedule to these Commitments desc ribing more in detail the Divestment 
Business. 
Secondary Active Ingredient : for the purpose of these Commitments, secondary active 
ingredient refers to any active ingredient included in a product registration in the Divestment Business where such active i ngredient is not the Lead Active Ingredient. 
 
3 Trustee(s) : 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. 
Section B.  The commitment to divest and the Divestment Business 
Commitment to divest 
2. In order to maintain effective competiti on, the Notifying Party commits to divest, or 
procure the divestiture of, the Divestment Bu siness by the end of the Trustee Divestiture 
Period as a  going concern to a purchaser and on terms of sale approved by the 
Commission in accordance with the procedu re described in paragraph 17 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 Divestment Business within the First Dive stiture 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 Divestment 
Business in accordance with the procedur e described in paragraph 31 in the Trustee 
Divestiture Period. 
3. The Notifying Party shall be deemed to have complied with this commitment if: 
(a) by the end of the Trustee Divestiture Peri od, the Notifying Party or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement 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 19; and 
(b) the Closing of the sale of the Divestment Business to the Purchaser takes place 
within the Closing Period. 
4. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for 
a period of […] after Closing, not acquire, whet her directly or indire ctly, the possibility of 
exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over 
the whole or part of the Divestment Busine ss, unless, following the submission of a 
reasoned request from the Notifying Party showing good cause and accompanied by a 
report from the Monitoring Trustee (as prov ided in paragraph 62 of these Commitments), 
the Commission finds that the st ructure of the market has changed to such an extent that 
the absence of influence over the Divestment  Business is no longer necessary to render 
the proposed concentration compatible with the internal market. For the avoidance of 
doubt, the provisions of this paragraph 4 s hall not prevent the Notifying Party from 
providing services to the Divestment Bu siness as described in the Schedule. 
5. With respect to each crop protection prod uct registration included in the Divestment 
Business (a “ Divestment CP Product ”), the Notifying Party shall not, for a period of […] 
after Closing, introduce and sell in any EEA  national market in which the relevant 
Divestment CP Product is being sold at Closing (the “ Divestment Product Territories ”) 
any new product for use as a post-emerg ence broadleaf cereal herbicide with 
substantially the same formulation as such Divestment CP Product, provided that the 
foregoing shall not prevent or restrict the Noti fying Party or its Affiliated Undertakings in 
 
4 any way from marketing or selling, or dev eloping, obtaining or maintaining a product 
registration for, any product that is sold in  the Divestment Product Territories at the date 
of Closing by the DuPont Divestment Busi ness, including, for the avoidance of doubt, 
products that contain any of the active ingredients contained in any Divestment CP 
Product. 
Structure and Definition of the Divestment Business 
6. The Divestment Business consists of cereal  herbicide crop protection products from the 
Notifying Party.  The legal and functional structure of the Dive stment Business as 
operated to date is described in the Schedule.  The Divestment Business, described in 
more detail in the Schedule, includes all assets  that contribute to t he current operation or 
are necessary to ensure the vi ability and competitiv eness of the Divest ment Business, in 
particular: 
(a) all tangible and intangible assets (including intellectual property rights); 
(b) all licences, permits and authorisations  issued by any governmental organisation 
for the benefit of the Divestment Business; and 
(c) all contracts, commitments and customer orders of the Divestment Business; all 
customer, credit and other records of the Divestment Business. 
7. In addition, the Divestment Business may, at  the request of the Purchaser, include the 
benefit, for a transitional period of […] after Closing (such period may be further extended 
up to […], in consultation with the Commission and the Monitoring Trustee, if required to preserve the viability and competitiveness of the Divestment Business), of all current 
arrangements under which the Notifying Part y or its Affiliated Undertakings supply 
products or services to the Divestment Bu siness, both of which shall be provided at 
Direct Production Cost of the supplying Party or Affiliated Undertaking, as detailed in the 
Schedule, unless otherwise agreed with the Purchaser. 
8. If requested by the Purchaser, the Divestm ent Business may also include for a period of 
[…] after Closing (such period may be further extended up to […], in consultation with the 
Commission and the Monitoring Trustee, if  required to preserve the viability and 
competitiveness of the Divestment Business ), agreements for the toll manufacture and 
supply by the Parties, at their respective Di rect Production Costs, of the Divestment CP 
Products and/or Lead Active Ingredients in the Divestment Business, including such Secondary Active Ingredients as are require d to produce the Divestment CP Products 
solely for sale in the EEA and manufactured in accordance with the quality specifications 
of the product registrations of the Divestment CP Products, to  the extent such Divestment 
CP Products, Lead or Secondary Active Ingr edients are manufactured by the Parties or 
their Affiliated Undertakings as of the Ef fective Date.  Alter natively, where such 
Divestment CP Products, Lead or Secondary Active Ingredients are supplied to the 
Divestment Business as of the Effective Date  by third party suppliers, the Notifying Party 
shall use its best efforts to (a) obtain the assi gnment of the relevant supply agreements, if 
any, to the Purchaser or, in the event that such assignment is not possible, (b) supply 
such Divestment CP Products, Lead or Seco ndary Active Ingredients through back-to-
back supply agreements with such third pa rties at the wholesale price paid by the 
Notifying Party or its Affilia ted Undertakings. Su ch products delivered to the Purchaser 
shall meet all quality requirements which would apply to the Notifying Party.  In all cases, 
 
5 strict firewall procedures will be adopted by way of non-disclosure agreements so as to 
ensure that any competitively sensitive info rmation related to, or arising from, such 
supply arrangements (for exam ple, product roadmaps) will not be shared with, or passed 
on to, anyone outside the relevant business uni t providing the product/service operations. 
Section C.  Related commitments 
Preservation of viability, ma rketability and competitiveness 
9. 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 Business, in accordance with good business practice, and shall minimise as 
far as possible any risk of loss of competit ive potential of the Divestment Business. 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 t he Divestment Business or that might 
alter the nature and scope of activity, or t he industrial or commercial strategy or 
the investment policy of the Divestment Business;  and 
(b) to make available, or procure to make  available, sufficient resources for the 
development of the Divestment Business,  on the basis and continuation of the 
existing business plans. 
Hold-separate obligations 
10. The Notifying Party commits, from the Effective Date until Closing, to maintain the 
Divestment Business as a viable, compet itive and saleable business and to keep the 
Divestment Business separate from the businesses it is retaining. 
11. Until Closing, the Notifying Party shall assi st the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a saleabl e business.  Immediately after the adoption 
of the Decision, the Notifying Party shall appoint a Hold Separate Manager.  The Hold 
Separate Manager shall manage the Divest ment Business independently from the 
DuPont Divestment Business and in the best  interest of the business with a view to 
ensuring its continued economic viability, mark etability and competitiveness.  The Hold 
Separate Manager shall closely cooperate with  and report to the Monitoring Trustee and, 
if applicable, the Divestiture Trustee. 
Ring-fencing 
12. The Notifying Party shall implement, or proc ure to implement, all necessary measures to 
ensure that it does not, after the Effectiv e Date, obtain any Confidential Information 
relating to the Divestment Business and that  any such Confidential Information obtained 
by the Notifying Party before the Effective Date will be eliminated and not be used by the 
Notifying Party except as required by the No tifying Party to maintain the Divestment 
Business as a viable, competitive and saleabl e business. This includes measures vis-à-
vis the Notifying Party’s appointees on the s upervisory board and/or b oard of directors of 
the Divestment Business. The Notifying Party may obtain or keep information relating to 
the Divestment Business which is reasonabl y necessary for the divestiture of the 
Divestment Business or disclosure of which to the Notifying Party is required by law. 
 
6 Due diligence 
13. In order to enable potential purchasers to carry out a reasonable due diligence of the 
Divestment Business, the Notifying Party s hall, subject to customary confidentiality 
assurances and dependent on the stage of the divestiture process, provide to potential 
purchasers sufficient information as regards the Divestment Business. 
Reporting 
14. The Notifying Party shall submit written r eports in English on potential purchasers of the 
Divestment Business and developments in  the negotiations with such potential 
purchasers to the Commission and the Monitoring Trustee no later than 10 days after the 
end of every month following the Effective Date (or otherwise at the Commission’s 
request). The Notifying Party shall submit  a list of all potential purchasers having 
expressed interest in acquiring the Divestm ent Business to the Commission at each and 
every stage of the divestiture process, as we ll as a copy of all written offers made by 
potential purchasers within five days of their receipt. 
15. The Notifying Party shall inform the Commission and the Monitoring Trustee on the 
preparation of the data room documentati on and the due diligence procedure and shall 
submit a copy of any information memora ndum to the Commission and the Monitoring 
Trustee before sending the memorandum out to potential purchasers. 
Section D.  The Purchaser 
16. In order to be approved by the Commissi on, the Purchaser must fulfil the following 
criteria: 
(a) The Purchaser shall be independent of and unconnected to the Notifying Party 
and its 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 Business as a viable and active 
competitive force in competition with  the Parties and other competitors; 
(c) The acquisition of the Divestment Bu siness by the Purchase r 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 particula r, the Purchaser must reasonably be 
expected to obtain all necessary approv als from the relevant regulatory 
authorities for the acquisition of the Divestment Business. 
17. The final binding sale and purchase agreement (as well as ancillary agreements) relating 
to the divestment of the Divestment Busi ness shall be conditional on the Commission’s 
approval. When the Notifying Party or its Affiliated Undertakings have reached an 
agreement with a purchaser, it shall subm it a fully documented and reasoned proposal, 
including a copy of the final agreement(s), within one week to the Commission and the 
Monitoring Trustee. The Notifying Party must be able to demonstrate to the Commission 
that the purchaser fulfils the Purchaser Criter ia and that the Divestment Business is being 
sold in a manner consistent with the Commission’s Decision and the Commitments. For 
 
7 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 bri ng about a lasting structural change in the 
market. The Commission may approve the sale of the Divestment Business without one 
or more Assets, or by substituting one or more Assets with one or more different assets, if 
this does not affect the viability and competit iveness of the Divestment Business after the 
sale, taking account of the proposed purchaser. 
Section E.  Trustee 
Appointment procedure 
18. The Notifying Party shall appoint a Monitori ng Trustee to carry out the functions specified 
in these Commitments for a Monitoring Trust ee. The Notifying Party commits not to close 
the Concentration before the appoint ment of a Monitoring Trustee. 
19. If the Notifying Party has not entered in to a binding sale and purchase agreement 
regarding the Divestment Business one mont h before the end of the First Divestiture 
Period or if the Commission has rejected a pu rchaser proposed by the Notifying Party at 
that time or thereafter, the Notifying Pa rty shall appoint a Divestiture Trustee. The 
appointment of the Divestiture Trustee shall take effect upon the commencement of the 
Trustee Divestiture Period. 
20. The Trustee shall: 
(a) at the time of appointment, be independent of the Notifying Party and its 
Affiliated Undertakings; 
(b) possess the necessary qualifications to  carry out its mandate, for example have 
sufficient relevant experience as an invest ment banker or consultant or auditor; 
and 
(c) neither have nor become exposed to a Conflict of Interest. 
21. The Trustee shall be remunerated by the No tifying 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 Truste e includes a success premium linked to the 
final sale value of the Divestment Busines s, such success premium may only be earned 
if the divestiture takes place within the Trustee Divestiture Period. 
Proposal by the Notifying Party 
22. No later than two weeks after the Effectiv e Date, the Notifying Party shall submit the 
name or names of one or more natural or legal persons whom the Notifying Party proposes to appoint as the Monitoring Trus tee to the Commission for approval. No later 
than one month before the end of the First Di vestiture Period or on request by the 
Commission, the Notifying Party shall submit  a list of one or more persons whom the 
Notifying Party proposes to appoint as Di vestiture 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 20 and shall include: 
 
8 (a) the full terms of the proposed mandat e, which shall include all provisions 
necessary to enable the Trustee to fulf il its duties under these 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 differ ent trustees are proposed for the two 
functions. 
Approval or rejection by the Commission 
23. 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 Trustee to fulfil its obligations. If only one name is approved, the Notifying Party 
shall appoint or cause to be appointed the pe rson or persons concerned as Trustee, in 
accordance with the mandate approved by the Commission. If more than one name is 
approved, the Notifying Party shall be free to  choose the Trustee to be appointed from 
among the names approved. The Trustee shall be appointed within one week of the 
Commission’s approval, in accordance with the mandate approved by the Commission. 
New proposal by the Notifying Party 
24. If all the proposed Trustees are rejected, t he Notifying Party shall submit the names of at 
least two more natural or legal persons within one week of being informed of the 
rejection, in accordance with paragraphs 18 and 23 of these Commitments. 
Trustee nominated by the Commission 
25. If all further proposed Trustees are reje cted by the Commission, the Commission shall 
nominate a Trustee, whom the Notifying Part y shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission. 
Functions of the Trustee 
26. 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 the Notifying Party,  give any orders or instructions to the 
Trustee in order to ensure compliance with t he conditions and obligations attached to the 
Decision. 
Duties and obligations of the Monitoring Trustee 
27. The Monitoring Trustee shall: 
(a) 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. 
(b) oversee the on-going management of the Divestment Business with a view to 
ensuring its continued economic viabilit y, marketability and competitiveness and 
 
9 monitor compliance by the Notifying Party with the conditions and obligations 
attached to the Decision. To that end, the Monitoring Trustee shall: 
(i) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate 
of the Divestment Business part of  the DuPont Divestment Business 
separate from the businesses being retained by the Notifying Party, in accordance with paragraphs 9 and 10 of these Commitments; 
(ii) supervise the management of t he Divestment Business as a saleable 
business, in accordance with paragraph 11 of these Commitments; 
  (iii) with respect to Confidential Information: 
i. determine all necessary measures to ensure that the Parties do 
not after the Effective Date obt ain any Confidential Information 
relating to the Divestment Business except as required to 
maintain the Divestment Business as a viable, competitive and 
saleable business, 
ii. in particular strive for the severing of the Divestment Business’s 
participation in a central information technology network to the 
extent possible, without comp romising the viability of the 
Divestment Business, 
iii. make sure that any Confidential Information relating to the 
Divestment Business obtained by the Notifying Party before the 
Effective Date is eliminated and will not be used by the Notifying 
Party except as required to main tain the Divestment Business as 
a viable, competitive and saleable business, and 
iv. decide whether any Confidentia l Information relating to the 
Divestment Business obtained by the Notifying Party before the 
Effective Date may be disclosed to or kept by the Notifying Party 
if the disclosure is reasonably nec essary to allow the Notifying 
Party to maintain the Divestment Business as a viable, 
competitive and saleable business, to carry out the divestiture or 
if the disclosure is required by law; 
 (iv) monitor the splitting of assets between the Divestment Business and the 
Notifying Party or its Affiliated Undertakings; 
(c) propose to the Notifying Party such measures as the Monitoring Trustee 
considers necessary to ensure the Noti fying Party’s compliance with the 
conditions and obligations attached to the Decision, in particular the maintenance 
of the full economic viability, marketabilit y or competitiveness of the Divestment 
Business, the holding separate of the Divestment Business separate from the 
businesses being retained by the Notifying Party and the non-disclosure of 
competitively sensitive information; 
(d) review and assess potential purchasers as  well as the progress of the divestiture 
process and verify that, dependent on t he stage of the divestiture process 
potential purchasers receive sufficient and correct information relating to the 
 
10 Divestment Business in particular by re viewing, if available, the data room 
documentation, the information memora ndum and the due diligence process; 
(e) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments; 
(f) provide to the Commission, sending t he Notifying Party a non-confidential copy 
at the same time, a written report within  15 days after the end of every month that 
shall cover the operation and management of the Divestment Business as well 
as the splitting of assets 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; 
(g) 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; 
(h) within one week after receipt of the documented proposal referred to in 
paragraph 17 of these Commitments, s ubmit 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 proposed purchaser and the viability of 
the Divestment Business after the Sa le and as to whether the Divestment 
Business is sold in a manner consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the 
Divestment Business without one or more  Assets affects the viability of the 
Divestment Business after the sale, taking account of the proposed purchaser; 
(i) broker a resolution of any dispute that may arise between the Purchaser and the 
Notifying Party regarding compliance with the conditions and obligations attached to the Decision; 
(j) monitor whether the Direct Product ion Costs charged in application of 
paragraphs 7 and 8 of these Commitments as the case may be are consistent 
with standard industry practice; 
(k) advise and, if need be, make written re commendations to the Commission as to 
the Notifying Party’s compliance with the conditions and obligations attached to 
the Decision when any dispute between the Purchaser and the Notifying Party 
regarding such compliance would be brought before the Arbitral Tribunal referred 
to in paragraph 46 below; and 
(l) assume the other functions assigned  to the Monitoring Trustee under the 
conditions and obligations attached to the Decision. 
28. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trust ee 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. 
 
11 Duties and obligations of the Divestiture Trustee 
29. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum 
price the Divestment Business to a pur chaser, 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 Commission’s Decision and the Commitments in 
accordance with paragraphs 16 and 17 of these Commitments. The Divestiture Trustee 
shall include in the sale an d 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 Dive stiture Trustee may include in the sale and 
purchase agreement such customary represent ations and warranties and indemnities as 
are reasonably required to effect the sale. The Divestiture Trustee shall protect the 
legitimate financial interests of the Notifyi ng Party, subject to the Notifying Party’s 
unconditional obligation to divest at no minimu m price in the Trustee Divestiture Period. 
30. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the 
Divestiture Trustee shall provide the Commi ssion with a comprehensive monthly report 
written in English on the progress of the divestiture process. Such reports shall be 
submitted within 15 days after the end of ev ery month with a simultaneous copy to the 
Monitoring Trustee and a non-confidential copy to the Notifying Party. 
Duties and obligations of the Parties 
31. The Notifying Party shall provide and shall ca use its advisors to provide the Trustee with 
all such co-operation, assistance and inform ation as the Trustee may reasonably require 
to perform its tasks. The Trustee shall hav e full and complete access to any of the 
Notifying Party’s or the Divestment Busines s’ books, records, documents, management 
or other personnel, facilities, sites and tec hnical information necessary for fulfilling its 
duties under the Commitments and the Notifying Party and the Divestment Business shall provide the Trustee upon request with copies of any document. The Notifying Party 
and the Divestment Business shall make avail able to the Trustee one or more offices on 
their premises and shall be available for meetin gs in order to provide the Trustee with all 
information necessary for the performance of its tasks. 
32. The Notifying Party shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonabl y request on behalf of the management of the 
Divestment Business. This shall include all administrative support functions relating to the 
Divestment Business which are currently ca rried out at headquarters level. The Notifying 
Party shall provide and shall cause its advis ors to provide the Monitoring Trustee, on 
request, with the information submitted to potential purchasers, in particular give the 
Monitoring Trustee access to the data room  documentation and all other information 
granted to potential purchasers in the due diligence procedur e. The Notifying Party shall 
inform the Monitoring Trustee on possible purch asers, submit lists of potential purchasers 
at each stage of the selection process, in cluding the written offers made by potential 
purchasers at those stages, and keep the Monitoring Trustee informed of all 
developments in the di vestiture process. 
33. The Notifying Party shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Dive stiture Trustee to effect the sale (including 
ancillary agreements), the Closing and all action s and declarations wh ich the Divestiture 
Trustee considers necessary or appropriate  to achieve the sale and the Closing, 
 
12 including the appointment of advis ors to assist with the sale process. Upon request of the 
Divestiture Trustee, the Notify ing Party shall cause the documents required for effecting 
the sale and the Closing to be duly executed. 
34. The Notifying Party shall indemnify the Tr ustee 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 wilf ul default, recklessness, gross 
negligence or bad faith of the Trustee,  its employees, agents or advisors. 
35. At the expense of the Notifying Party, t he 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 neces sary 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 the advisors proposed by 
the Trustee the Commission may approve the appoi ntment of such advisors instead, after 
having heard the Notifying Party. Only the Trus tee shall be entitled to issue instructions to 
the advisors. Paragraph 35 of these Commitments shall apply mutatis mutandis . In the 
Trustee Divestiture Period, the Divestitur e 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. 
36. The Notifying Party agrees that the Co mmission may share Confidential Information 
proprietary to the Notifying Party with the Tr ustee. The Trustee shall not disclose such 
information and the principles contained in Ar ticle 17 (1) and (2) of the Merger Regulation 
apply mutatis mutandis . 
37. 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 th ird parties, in particular any potential purchasers, of the 
identity and the tasks of the Monitoring Trustee. 
38. For a period of 10 years from the Effective Date the Commission may request all 
information from the Parties that is reas onably necessary to monitor the effective 
implementation of these Commitments. 
Replacement, discharge and reappointment of the Trustee 
39. If the Trustee ceases to perform its fu nctions 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 prio r approval of the Commission, replace the 
Trustee. 
40. If the Trustee is removed according to paragraph 39 of these Commitments, the Trustee 
may be required to continue in its function until a new Trustee is in place to whom the 
 
13 Trustee has effected a full hand over of all rele vant information. The new Trustee shall be 
appointed in accordance with the procedure refe rred to in paragraphs 18 to 25 of these 
Commitments. 
41. Unless removed according to paragraph 39 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commiss ion has discharged it from its duties after 
all the Commitments with which the Trust ee has been entrusted have been implemented. 
However, the Commission may at any time re quire the reappointment of the Monitoring 
Trustee if it subsequently appe ars that the relevant rem edies might not have been fully 
and properly implemented. 
Section F.  Fast track dispute resolution 
42. In the event that the Purchase r claims that the Notifying Party is failing to comply with its 
obligations arising from these Commitments, in particular the obligation to supply the 
relevant active ingredients and/or formulated products, as the case may be, at Direct 
Production Cost or wholesale price (as applicable)  as referred to in paragraph 2(d) of the 
Schedule, the Purchaser may invoke the dispute settlement procedure described in this 
Section. 
43. The Purchaser shall notify the Notifying Part y and the Monitoring Trustee of its request in 
writing and specify the reasons why it believes that the Notifying Party is failing to comply 
with the Commitments. The Notifying Party shall use its best efforts to resolve all 
differences of opinion and to settle all disput es of which it has been notified through co-
operation and consultation within a reasona ble period of time not to exceed fifteen 
working days after receipt of the request. 
44. The Monitoring Trustee shall present its own proposal for resolving the dispute within 
eight working days, specifying in writing the action, if any, to be taken by the Notifying 
Party to ensure compliance with the Commitments vis-à-vis the Purchaser, and be 
prepared, if requested, to facilitat e the settlement of the dispute. 
45. Should the Notifying Party and the Purchaser fail to resolve their differences of opinion 
through cooperation and consultation, the Purc haser may initiate the arbitration process 
described below. The arbitration process shall be used only to resolve disputes regarding 
compliance with the Commitments. 
46. To initiate the arbitration process, the Purc haser shall give written notice to the Notifying 
Party nominating an arbitrator and stating the specific nature of the claim, the factual 
basis of its position and the relief request ed. The Notifying Party shall appoint another 
arbitrator within 14 calendar days after rece ipt of the written notice. The arbitrators so 
appointed shall appoint a third arbitrator to be pr esident of the arbitral tribunal within 
seven calendar days after both arbitrators have been nominated. Should the notifying 
Party fail to nominate an arbitrator, or if t he two arbitrators fail to agree on the president, 
the default appointment(s) shall be made by  the International Chamber of Commerce 
(“ICC”). The three-person arbitral tribunal sha ll herein be referred to as the “Arbitral 
Tribunal.” 
47. The dispute shall be finally resolved by arbitr ation under the ICC Rules of Arbitration, with 
such modifications or adaptations as fores een herein (the “Rules”). The arbitration shall 
be conducted in Paris, in the English language. 
 
14 48. The procedure shall be a fast -track procedure. For this purpose, the Arbitral Tribunal shall 
shorten all applicable procedural time-limits under the Rules as far as appropriate in the 
circumstances. 
49. The Arbitral Tribunal shall, as soon as pr actical after the confirmation of the Arbitral 
Tribunal, hold an organisational conference to discuss any procedural issues with the 
parties to the arbitration. Terms of refer ence shall be drawn up and signed by the parties 
to the arbitration and the Arbitral Tribunal at  the organisational meeting or thereafter and 
a procedural timetable shall be established by the Arbitral Tribunal. An oral hearing shall, 
as a rule, be established within two months of the confirmation of the Arbitral Tribunal. 
50. In order to enable the Arbitral Tribunal to reach a decision, it shall be entitled to request 
any relevant information from the Notifying Party and/or its Af filiated Undertakings or the 
Purchaser, to appoint experts and to examine them at the hearing, and to establish the 
facts by all appropriate means. The Arbitral Tr ibunal is also entitled to ask for assistance 
by the Monitoring Trustee in all stages of the procedure if the parties to the arbitration 
agree. 
51. The arbitrators shall agree in writing to keep any confidential information and business 
secrets disclosed to them in confidence. The Arbitral Tribunal may take the measures necessary for protecting confidential informat ion in particular by restricting access to 
confidential information to the Arbitral Tr ibunal, the Monitoring Trustee and outside 
counsel and experts of the opposing party. 
52. The burden of proof in any dispute governed under the Rules shall be as follows: 
(a) the Purchaser must produce evidence of a prima facie  case; 
(b) if the Purchaser does so, the Arbitr al Tribunal must find in favour of the 
Purchaser unless the Notifying Party ca n produce evidence to the contrary. 
53. The Commission shall be allowed and enabled to participate in all stages of the 
procedure by: 
(a) receiving all written submissions (inclu ding documents and reports, etc.) made by 
the parties to the arbitration; 
(b) receiving all orders, interim and final awards and other documents exchanged by 
the Arbitral Tribunal with the parties to the arbitration (including terms of 
reference and procedural timetable); 
(c) filing any Commission amicus curiae briefs; and 
(d) being present at the hearing(s) and bei ng allowed to ask questions to parties, 
witnesses and experts. 
54. The Arbitral Tribunal shall fo rward, or shall order the parties to the arbitration to forward, 
the documents mentioned to the Commission without delay. 
55. In the event of disagreement between t he parties to the arbitration regarding the 
interpretation of the Commitments, the Arbitral  Tribunal shall inform the Commission, and 
 
15 may seek the Commission’s interpretation of the Commitments before finding in favour of 
any party to the arbitration and shall be bound by the Commission’s interpretation. 
56. The Arbitral Tribunal shall decide the di spute on the basis of the Commitments and the 
Decision. The Commitments shall be construed in accordance with the Merger Regulation, EU law and general principles of law common to the legal orders of the 
Member States without a requirement to apply a particular national system. The Arbitral 
Tribunal shall take all decisions by majority vote. 
57. Upon request of the third party, the Arbitral Tribunal may make a preliminary ruling on the 
dispute. The preliminary ruling shall be rende red within one month after the confirmation 
of the Arbitral Tribunal, shall be applicable immediately and, as a rule, remain in force 
until a final decision is rendered. 
58. The Arbitral Tribunal shall, in the prelimi nary ruling as well as in the final award, specify 
the action, if any, to be taken by the Notify ing Party to comply with the Commitments vis-
à-vis the Purchaser (e.g., modify a supply cont ract pricing formula). The final award shall 
be final and binding on the parties to the ar bitration and shall resolve the dispute and 
determine any and all claims, motions or reques ts submitted to the Arbitral Tribunal. The 
arbitral award shall also determine the reimbur sement of the costs of  the successful party 
and the allocation of the arbitrat ion costs. In case of granting a preliminary ruling or if 
otherwise appropriate, the Arbitral Tri bunal shall specify that terms and conditions 
determined in the final award apply retroactively. 
59. The final award shall, as a rule, be rendered within three months after the confirmation of 
the Arbitral Tribunal. The time-frame shall,  in any case, be extended by the time the 
Commission takes to submit an interpretation of  the Commitments if asked by the Arbitral 
Tribunal. 
60. The parties to the arbitration shall prepare a non-confidential version of the final award, 
without business secrets. The Commission may publish the non-confidential version of 
the award. 
61. Nothing in the above-described arbitrati on procedure shall affect the powers of the 
Commission to take decisions in relation to the Commitments in accordance with its powers under the Merger Regulation and t he Treaty on the Functioning of the European 
Union. 
Section G.  The review clause 
62. 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 acco mpanied 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 circumst ances shall the Notifying Party be entitled to 
request an extension within the last month of any period. 
63. The Commission may further, in response to  a reasoned request from the Notifying Party 
showing good cause waive, modify or substi tute, in exceptional circumstances, one or 
 
16 more of the undertakings in these Commitment s. This request shall be accompanied by a 
report from the Monitoring Trustee, who sha ll, at the same time 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 H.  Entry into force 
64. The Commitments shall take effect up on the date of adoption of the Decision. 
duly authorised for and on behalf of FMC Corporation 18 July 2017 
  
 
17 SCHEDULE 
1. The Divestment Business as operated to date is part of the Notifying Party’s overall crop 
protection business offering and does not currently operate as a standalone business or 
entity. As a result, the Divest ment Business will be carved out of the Notifying Party’s 
crop protection business. 
2. In accordance with paragraph 6 of thes e Commitments, the Divestment Business is 
comprised of: 
(a) The existing crop protection products as described in Table 1 and related assets 
outlined below which shall be marketed for sa le by the Notifying Party as a single 
business and sold to a single purchaser.  It shall include: 
(i) the Notifying Party’s crop protection product registrations in each EEA 
Member State where it holds such registrations for the formulated 
products listed in Table 11 and as described in Annex 1 and 
Annex 6.1 , including an irrevocable, excl usive, transferable, royalty-
free licence, including the right to sub-license, to obtain access to (including, to the extent legally per missible, to hard copies of), and to 
use any Divestment CP Product regi stration data (to the extent such 
rights are held by the divesting Party) required to support, maintain, develop and improve such product regi strations in the EEA.  Where the 
consent of third parties is required the Notifying Party will use its best 
efforts to ensure that the re levant consents are provided; 
(ii) for Lead Active Ingredients, an i rrevocable, exclusive, transferable 
royalty-free licence, including the ri ght to sub-license, to obtain access 
to (including, to the extent legally per missible, to hard copies of), and to 
use any registration data owned at Cl osing (including studies launched 
or completed by Closing, technical information or data which are or may 
be necessary for supporting an applic ation for a product registration, 
such as toxicology, residues or effi cacy studies) by the Notifying Party, 
solely for the use and purpose of maintaining, supporting and renewing 
the EEA active ingredient registrati ons for these Lead Active Ingredients 
and maintaining, developing and improv ing the product registrations for 
any Divestment CP Product regist ration in the EEA based on these 
Lead Active Ingredients, as described more fully in Annex 2 and 
Annex 6.2.  For the Lead Active Ingredients in Annex 2 and Annex 6.2 , 
at the option of the Purchaser, the Notifying Party will use its (i) best 
efforts to enable the Purchaser to jo in (a) existing task forces to which 
the Notifying Party is a member (sub ject to third party consents) or 
(b) its own individual existing or future renewal efforts to the extent 
undertaken by the Notifying Party in its sole discretion or (ii) reasonable 
best efforts to enable the Purchaser to join future task forces to which the Notifying Party become a member, provided that, in all cases, the 
                                                 
1 Table 1 provides a non-exhaustive list of FMC Divestment CP Products. 
 
18 Purchaser agrees to abide by the relevant terms and conditions of the 
applicable task force agreement and the standards that are applied by the Notifying Party in the ordinary course and pay its pro rata share of 
costs. The best efforts or reasonable best efforts, as the case may be, 
shall be limited to enabling the Purchaser to join existing or future task forces and/or the Notifying Party’s own individual renewal efforts only 
up to the next EEA expiry date (as of  Closing) of the approval of the 
relevant Lead Active Ingredient. If the Notifying Party chooses not to continue to be engaged in a Lead Active Ingredient task force of which 
it is currently a member, it will use it s best effort to transfer its existing 
task force membership to the Purchaser provided that, in all cases, the Purchaser agrees to abide by the relevant terms and conditions of the 
applicable task force agreement and the standards that are applied by 
the Notifying Party in the ordinary course and pay its pro rata share of 
costs. Where the consent of third parti es is required for the transfer of 
registration data of a Lead Active I ngredient to which the Notifying Party 
has rights, the Notifying Party will use its best efforts to  ensure that the 
relevant consents are provided. For the avoidance of doubt, 
notwithstanding anything to the contrary  in this Schedule, the Notifying 
Party shall retain the right to use such registration data to (i) support, maintain, develop and improve non-crop protection registrations in the 
EEA, and/or (ii) subject to paragr aph 5 of the Commitments, support, 
maintain, develop and improve crop protection registrations in the EEA for the Notifying Party’s crop protection mixtures. 
Table 1 
Scope of Divestment  
(LAI = Lead Active Ingredient) 2016 Sales 
in the EEA 
• All rights held by FMC in the EEA to LAI metsulfuron-methyl  
• All FMC product registrations in the EEA for formulated post-emergence 
broadleaf cereal herbicide products wi th metsulfuron-methyl as the LAI: 
- Metsulfuron-methyl 200 WG - Metsulfuron-methyl 60 + diflufenican 600 WG 
- Metsulfuron-methyl 70 + thifensulfuron-methyl 680 WG […] 
• All rights held by FMC in the EEA to LAI thifensulfuron-methyl  
• All FMC product registrations in the EEA for formulated post-emergence 
broadleaf cereal herbicide products wi th thifensulfuron-methyl as the LAI: 
- Thifensulfuron-methyl 500 + tribenuron-methyl 250 WG 
- Thifensulfuron-methyl 500 + tribenuron-methyl 250 WG + florasulam 
50 SC […] 
• All rights held by FMC in the EEA to LAI tribenuron-methyl 
• All FMC product registrations in t he EEA for formulated crop protection 
products with tribenuron-methyl as the LAI: 
- Tribenuron-methyl 750 WG  
- Tribenuron-methyl 600 + florasulam 200 WG […] 
• All rights held by FMC in the EEA to LAI florasulam 
• All FMC product registrations in t he EEA for formulated crop protection 
products with florasulam as the LAI: 
- Florasulam 50 SC 
- Florasulam 50 + diflufenican 500 SC […] 
 
19 (b) all intellectual property used by the Di vestment Business, including the brand 
names and registered trademarks as described more fully in Annex 1 and 
Annex 6.1  and know-how will be disposed as follows: 
(i) intellectual property used primarily by the Divestment Business in the 
EEA shall be transferred to the Purcha ser with the Notifying Party or its 
Affiliated Undertakings retaining an exclusive, irrevocable, perpetual, 
royalty-free licence to use such intellectual property, including brand 
names, outside of the scope of the Di vestment Business (e.g., non-crop 
protection products, crop protecti on products not included in the 
Divestment Business or outside the EEA); and 
(ii) intellectual property also used by  the Divestment Business, but used 
primarily by the Notifying Party or it s Affiliated Undertakings in any part 
of the Parties’ business which relates to any other products aside from the Divestment Business shall be reta ined by the Notifying Party or its 
Affiliated Undertakings and licensed to  the Purchaser on an irrevocable, 
perpetual, royalty-free basis exclus ively for use in the Divestment 
Business as required pursuant to these Commitments. 
(c) contracts with third party suppliers fo r the manufacture and sale of the products 
in the Divestment Business where applic able, manufactured in accordance with 
the product registrations transferred wi th the Divestment Business and if 
requested by the Purchaser, as described more fully in Annex 3 and Annex 6.3 , 
subject to third parties’ consent to th e extent such consent  is contractually 
required. 
(d) if requested by the Purchaser, the Di vestment Business may also include for a 
period of up to […] after Closing (such period may be further extended up to […], 
in consultation with the Commission and the Monitoring Trustee, if required to preserve the viability and competitiv eness of the Divestment Business), 
agreements for the toll manufacture and supply  by the Parties, at their respective 
Direct Production Costs, of the Dive stment CP Products and/or Lead Active 
Ingredients in the Divestment Business,  including such Secondary Active 
Ingredients as required to produce the Divestment CP Products, solely for sale in 
the EEA and manufactured in accordance with the quality specifications of the product registrations of the Divestment  CP Products, to the extent such 
Divestment CP Products, Lead or Secondary Active Ingredients are 
manufactured by the Parties or their Aff iliated Undertakings as of the Effective 
Date.  Alternatively, where such Dive stment CP Products, Lead or Secondary 
Active Ingredients are supplied to the Di vestment Business as of the Effective 
Date by third party suppliers, the Parties shall use their best efforts to supply 
such Divestment CP Products, Lead or Secondary Active Ingredients through 
back-to-back supply agreements with such third parties at the wholesale price 
paid by the Notifying Party or its Affilia ted Undertakings. Such  products delivered 
to the Purchaser shall meet all quality requirements which would apply to the 
Notifying Party. 
(e) an irrevocable, transferable, royalty- free licence, excluding the right to sub-
license, to obtain access to (including, to  the extent legally permissible, to hard 
 
20 copies of), and to use the registration data (to the extent held by the divesting 
Party) relating to the Secondary Active  Ingredients included in the Divestment 
Business, to support, maintain, develop and improve crop protection product 
registrations in the EEA for products included in the Divestment Business. For 
the avoidance of doubt, if the Notifying Party decides not to renew and/or not 
support the renewal of any of the Seconda ry Active Ingredients included in the 
Divestment Business in the EEA, the Noti fying Party shall give written notice to 
the Purchaser within two weeks from its decision not to renew and/or support the 
renewal of any such Secondary Active Ingredient in the EEA to allow the 
Purchaser to undertake the renewal of such Secondary Active Ingredient. 
(f) in so far as Secondary Active Ingredi ents are concerned, at the option of the 
Purchaser, the Notifying Party will use its (i) best efforts to enable the Purchaser 
to join (a) existing task forces to which the Notifying Party is a member (subject 
to third party consents) or (b) the Noti fying Party’s own individual existing or 
future renewal efforts to the extent underta ken by the Notifying Party in its sole 
discretion or (ii) reasonable best efforts to enable the Purchaser to join future task forces to which the Notifying Party becomes a member, provided that, in all 
cases, the Notifying Party agrees to abide  by the relevant terms and conditions of 
the applicable task force agreement and the standards that are applied by the Notifying Party in the ordinary course, a nd pay its pro rata share of costs. The 
best efforts or reasonable best efforts, as the case may be, shall be limited to 
enabling the Purchaser to join existing or future task forces and/or the Notifying 
Party’s own individual renewal efforts only  up to the next EEA expiry date (as of 
Closing) of the approval of the relevant Secondary Active Ingredients. 
(g) EEA customer lists and other records for each product in the Divestment 
Business, as described more fully in Annex 4 and Annex 6.4 . For the avoidance 
of doubt, other records in the preceding sentence shall mean financial records available electronically including pricing, volume, incentive, payment, credit and 
rebate information for the past five years. 
(h) inventory for sale in the EEA, including in-progress mixtures and formulations, 
packaging, supplies and material to the extent such exist, are required by the 
Purchaser and is commercially and technically feasible, together with authorisation for the Purchaser(s) to us e any brand names displayed on such 
packaging for the purpose of selling the inventory, for a period of […]. 
(i) arrangements for the supply of transitional  services at Direct Production Cost, if 
requested by the Purc haser, by the Notifying Party or  Affiliated Undertakings for a 
transitional period of […] after Closing (such period may be further extended up to […], in consultation with the Commission and the Monitoring Trustee, if 
required to preserve the viability and competitiveness of the Divestment 
Business). For the avoidance of doubt, such transitional services may include 
technical assistance in relation to the manufacture, by the Purchaser, of the 
Divestment CP Products and/or Lead Active Ingredients in the Divestment 
Business and/or assistance of technical or regulatory personnel in relation to the support, maintenance, development and improvement of the registrations 
included in the Divestment Business. 
 
21 3. The Divestment Business shall not include: 
(a) Any part of the Parties’ crop protection business which relates to any other 
products aside from the Divestment Business; 
(b) Any assignment under an agreement with third parties where the Notifying 
Party’s relationship is not governed by a specific agreement; 
(c) Production plants, sales offi ces or other physical plants; 
(d) Personnel (save as provid ed for at paragraph 5 below); 
(e) Any products manufactured for sale outside the EEA that are the same or 
substantially the same as any of the Divestment CP Products, including any 
registration rights for such products and any know-how, intangible assets and 
brand names used primarily for such products; and 
(f) Any assets in the DuPont Divestment Business to be acquired by FMC including 
without limitation any assets related to sulfonylurea herbicide products in the 
DuPont Divestment Business. 
4. For the avoidance of doubt, any intangible asse ts that are also used outside of the scope 
of the Divestment Business (i.e., non-crop pr otection products or outside the EEA) will be 
licensed to the Purchaser on a royalty-free basis exclusively for the Divestment Business 
as required pursuant to these Commitments, but will not be transferred to the Purchaser. 
5. At the option of the Purchaser, the Di vestment Business will include the Personnel who 
would reasonably be considered necessary to maintain the viability, marketability and 
competitiveness of the Divestment Business [… ].  The exercise of such option shall be 
supervised by the Monitoring Trustee and subject to applicable local employment 
legislation. 
6. For any or all of the assets listed in Annex 5 and Annex 6.5  of the Schedule, which 
identifies all of the Lead Active Ingredient s and Divestment CP Products which require 
third party consents to be transferred, the Parties shall obtain such consents and supply them to the Commission as part of the No tifying Party’s reasoned submission for the 
Purchaser approval.  
7. If there is any asset that is not covered by  paragraph 2 of this Schedule but that is both 
used (exclusively or not) by the Divestment  Business and is necessary for the continued 
viability and competitiveness of the Divestm ent Business, that asset or an adequate 
substitute will be offered to potential Purchasers either outright for sale if such asset or 
adequate substitute is used exclusively by t he Divestment Business or by way of an 
irrevocable, exclusive, transferable, royalty- free licence, including the right to sub-license 
if such asset or adequate substitute is used by both the Divestment Business and the 
Notifying Party’s retained businesses. 
  
 
22 ANNEXES 
Annex 1 […] 
Annex 2 […] 
Annex 3 […] 
Annex 4 […] 
Annex 5 […] 
Annex 6.1 […] 
Annex 6.2 […] 
Annex 6.3 […] 
Annex 6.4 […] 
Annex 6.5 […]