Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË 
 Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION 
Brussels, 19.02.2021 
C(2021) 1277 final 
PUBLIC VERSION  
 
Siemens Healthineers AG 
Henkestr. 127 
91052 Erlangen Germany 
Subject: Case M.9945 – Siemens Healthineers / Varian Medical Systems 
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No 139/20041 2 and Article 57 of the 
Agreement on the European Economic Area3 
 
Dear Sir or Madam, 
(1) On 23 December 2020, the Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation, by which Siemens AG (“Siemens”, Germany), through its subsidia ry Siemens Healthineers AG (“Siemens 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009, the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of “Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision. 
2  For the purposes of this Decision, although the United  Kingdom withdrew from the European Union as of 
1 February 2020, according to Article 92 of the Agreement on the withdrawal of the United Kingdom of 
Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community (OJ L 29, 31.1.2020, p. 7), the Commission continues to be competent to apply Union law as 
regards the United Kingdom for administrative procedures which were initiated before the end of the 
transition period. 
3  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other 
confidential information. The omissions are 
shown thus […]. Where possible the 
information omitted has been replaced by ranges of figures or a general description.
 
 
 
2 Healthineers”, […]* Germany), intends to acquire within the meaning of Article 
3(1)(b) of the Merger Regulation control of the whole of Varian Medical Systems, 
Inc. (“Varian”, USA).4 Siemens is referred […]** with Varian as the “Parties”. 
1. THE PARTIES AND THE OPERATION  
(2) Siemens  is a technology group headquartered in Munich (Germany), which is active 
worldwide and focuses on various areas including medical technology and digital healthcare services. Its subsidiary, Si emens Healthineers provides healthcare 
solutions and services worldwide under three business segments: (i) Imaging; (ii) 
Laboratory Diagnostics; and (iii) Advanced Therapies. 
(3) Varian  is a public corporation headquartered in Palo Alto (USA) and listed on the 
New York Stock Exchange. Varian is a global provider of medical devices and 
software solutions for treating cancer and ot her medical conditions with radiotherapy 
and other advanced treatments.  
(4) On 2 August 2020, the Parties entered into an Agreement and Plan of Merger 
pursuant to which Siemens will acquire 100% of the shares in Varian (the 
“Transaction”). Siemens will thus acquire sole control of the whole of Varian. The 
Transaction is therefore a concentration with in the meaning of Article 3(1)(b) of the 
Merger Regulation.  
2. EU
 DIMENSION  
(5) The undertakings concerned have a combin ed aggregate world-wide turnover of 
more than EUR 5 000 million5 (Siemens: EUR […]; Vari an: EUR […]). Each of 
them has an EU-wide turnover in excess of EUR 250 million (Siemens: EUR […]; 
Varian: EUR […]), but none of the Partie s achieved more than two-thirds of its 
aggregate EU-wide turnover within one and the same Member State. The notified 
operation therefore has an EU dimension. 
3. GENERAL INTRODUCTION  
(6) Siemens and Varian are both active in the provision of medical solutions to 
healthcare providers. Although the Transa ction does not give rise to horizontal 
overlaps, the following activities of the Parties are closely related: 
 Siemens provides imaging solutions , which are primarily used to diagnose a 
wide variety of medical conditions but ca n also be used to support the planning 
and delivery of oncology treatments, such as radiotherapy planning. The 
relevant imaging solutions are the following: computed tomography (“CT”) 
scanners, magnetic resonance (“MRI”) scanners, positron emission tomography CT (“PET/CT”) scanners. 
                                                 
* Should read “or the Notifying Party,” 
** Should read “together” 
4  Publication in the Official Journal of the European Union No C 8 , 11.1.2021 , p. 14. 
5  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1). 
 
 
3  Varian supplies radiotherapy solutions  used to plan and deliver radiotherapy 
treatments, including linear accelerators (“Linacs”), proton therapy equipment, 
brachytherapy equipment, motion management devices, as well as oncology software (such as oncology information system (“OIS”) and treatment planning 
software (“TPS”)).
6 
(7) Radiotherapy is an oncology treatment that uses radiation to extinguish cancer cells, 
shrink tumours and provide palliative treatment for cancer symptoms such as pain. 
The treatment algorithm for cancer patient s receiving radiotherapy treatment 
involves a scanner to diagnose whether a tumour is cancerous. If so, the patient and 
the oncologist will discuss and decide the best treatment options, which may include 
radiotherapy. In such a case, a radiation oncologist will perform a radiotherapy 
simulation with a scanner (most often a CT scanner specifically equipped for 
radiotherapy, “CT simulator”). The simulation images are used to plan the radiotherapy, in particular (i) to contour the tumour and organs at risk (in order to 
ensure that the radiation beam hits the tumour without harming the surrounding 
healthy tissues); and (ii) to calculate the re levant radiation dose. On this basis, the 
TPS constructs a treatment plan to be executed by the radiotherapy equipment (most 
often Linacs). The above images/data are transferred to the OIS, which ensures the workflow between the various equipment and solutions needed for radiotherapy 
simulation, planning and delivery.  
(8) It follows that Siemens’ imaging solution s (used for radiotherapy simulation) and 
Varian’s radiotherapy solutions are part of an integrated ecosystem and, thus, closely 
related, giving rise to conglomerate links.
7 
                                                 
6  Siemens exited the radiotherapy business, where they used to supply Linacs, in 2011. 
7  The Transaction also gives rise to minor potential conglomerate links between (i) Siemens’ fixed C-arms 
and Varian’s embolization devices, and (ii) Siemens’ CT scanners and Varian’s ablation devices, which 
are unlikely to raise serious doubts as to the compatibility of the Transaction with the internal market for 
several reasons. First , the potential links between the above products are quite remote since Siemens’ 
fixed C-arms and CT scanners are predominantly used for applications that do not involve embolization 
and ablation. In fact, the Parties’ above products are never sold together. Second , Varian’s EEA/UK 
market shares are moderate (betwe en [0-5]% and [20-30]%), with several competitors, including players 
with higher market shares. Siemens’ EEA/UK market shares remain below [40-50]% (between [30-40]% 
and [40-50]%), with a number of significant co mpetitors with market shares above [10-20]%. Finally , 
none of the competitors and customers that participated in the market investigation expressed concerns 
about these potential links. 
 For completeness, the Transaction also gives rise to limited vertical links since Siemens supplies certain 
components ( i.e. MRI components, dose chambers, multi-leaf collimators) principally to [customer 
information]. According to the Parties’ estimates, Siem ens’ market shares are relatively modest for these 
products (no more than [30-40]% for MRI components worldwide, [10-20]% for dose chambers 
worldwide, [0-5]% for multi-leaf collimators worldwide). These links are unlikely to give rise to input 
foreclosure concerns since [customer information]’s supply from Siemens is contractually protected for at least the next […] years and several rivals are capable of meeting its needs. Moreover, some of the 
concerned inputs are commodity products that can be purchased off the shelf from several suppliers (e.g. 
dose chambers). Finally, none of the respondents to the market investigation (including [customer information]) expressed concerns in relation to the above products. 
 
 
4 4. MARKET DEFINITION  
4.1. Product Market Definitions 
4.1.1.  Imaging Solutions 
(9) Imaging equipment is employed to create visu al representations of the interior of the 
human body, which can be used for a vari ety of diagnostic and treatment purposes 
across multiple medical disciplines (including notably radiotherapy).8 Siemens 
supplies imaging equipment based on differe nt technologies, including in particular: 
- CT scanners . CT is a non-invasive procedure that uses X-rays to create detailed 
pictures, or scans, of areas inside the body;  
- MRI scanners . MRI is a non-invasive procedure that uses a magnetic field and 
computer-generated radio waves to create images of areas inside the body. MRI does not use X-rays and therefore does not produce ionizing radiation;
  
- PET/CT scanners . PET imaging uses radioactive substances to visualize and 
measure metabolic processes in the body. During a PET exam, a radioactive 
tracer is injected into the patient’s blood. PET/CT scanners combine PET and 
CT technology in one single unit equipment and acquire sequential images from both in the same session, which are combined into a single superimposed image. 
(A) The Commission’s precedents  
(10) In past decisions, the Commission concluded that a segmentation by imaging 
modality – i.e. CT, MRI and PET/CT in the present case – was appropriate, while it 
left open whether further segmentations within imaging modalities ( e.g. by product 
range or by end-use) were necessary.
9  
(11) More specifically, in relation to CT-scann ers, the Commission considered possible 
segmentations between (i) single-slice or mult i-slice, and/or (ii) low, mid, and high-
end, but left the market definition open in the absence of competition concerns.10 
(12) Likewise, for MRI scanners, the Commission considered segmenting the market 
between (i) open MRI scanners, using non-cylindrical magnets and are open vertically or horizontally, and closed MRI scanners, using cylindrical magnets that 
                                                 
8  Form CO, paras. 74-76 and 107-109. Imaging equipment is usually sold together with an image 
processing software, which is used to record, display and manipulate the images acquired through the imaging equipment in order to help the physician visualizing, reading and interpreting these images. 
Siemens’ image processing software - syngo.via - is usually incorporated as an add-on to its scanners. 
Syngo.via  has an extension called syngo.via RT Image Suite  (“RTIS”) which incorporates a number of 
functionalities specific to radiotherapy simulation . 
9  See cases M.2256 – Philips/Agilent Health Care Solutions , decision dated 2 March 2001; M.2537 – 
Philips/Marconi Medical Systems , decision dated 17 January 2001; M.3083 – GE/Instrumentarium , 
decision dated 2 September 2003; and M.3304 – GE/Amersham , decision dated 21 January 2004. 
10  M.2537 – Philips / Marconi Medical Systems , decision dated 17 January 2001 paras. 8-10, 18 and 20. 
 
 
5 surround the patient who is placed in a gantry,11 and/or (ii) low, mid, and high-end 
MRI scanners12 but ultimately left the market definition open.  
(13) Furthermore, the  Commission assessed but ultimately left open whether nuclear 
imaging equipment should be further segmented according to type, in Gamma 
Cameras and PET scanners.13  
(B) The Notifying Party’s view  
Segmentation by imaging modality 
(14) In line with the Commission’s decisional practice, the Notifying Party submits that 
CT scanners, MRI scanners and PET/CT scanners (together referred as “Scanners”) constitute distinct product markets. As detailed below, it also argues that these 
markets should not be further segmented. 
Segmentation by end-use 
(15) As regards a potential segmentation by end-use, the Notifying Party argues that it is 
not relevant to define markets limited to CT scanners, MRI scanner and PET/CT 
scanners used for radiotherapy simulation ( i.e. so-called “CT simulators”, “MRI 
simulators” and “PET/CT simulators”, to gether referred as “Simulators”). In 
particular, the Notifying Party claims that , from a demand-side perspective, Scanners 
and Simulators are fully substitutabl e and equally capable of performing 
radiotherapy simulation. According to the Notifying Party, Simulators are standard 
Scanners with certain characteristics and ad ditional features, which for the most part 
are not intrinsic to the Scanner itself an d which customers can procure separately 
from the Scanner equipment (including from third-party suppliers). Moreover, the 
Notifying Party argues that [commercial strate gy]. From the supply-side perspective, 
the Notifying Party submits that (i) all su ppliers of imaging equipment offer a broad 
portfolio of Scanners for all clinical uses , including radiotherapy; and (ii) Simulators 
are [information on Simulators’ manufacturing process] and do not require significant additional manufacturing  steps or specific know-how.
14  
Other possible segmentations 
(16) The Notifying Party also contests the relevance of the other potential segmentations 
envisaged by the Commission in the past, arguing that (i) all Scanners can be used for all or most clinical applications regardless of whether there are low-, mid-, or 
high-end; (ii) in the case of CT scanners, the distinction between single- or multi- 
slice is no longer appropriate, since the former are no longer considered “state of the 
art” and that all CT scanners sold today are multi-slice; and (iii) in the case of MRI 
                                                 
11  M.2537 – Philips / Marconi Medical Systems , decision dated 17 January 2001 paras. 11-14 and 20. 
12  M.2537 – Philips / Marconi Medical Systems , decision dated 17 January 2001 paras. 19-20. 
13  M.2537 – Philips / Marconi Medical Systems , decision dated 17 January 2001 paras. 15-17.  
14  Form CO, paras. 179 and ff. 
 
 
6 scanners, the distinction between open and closed is not appropriate as it does not 
impact the end-use application of the Scanner per se .15 
(C) The Commission’s assessment 
Segmentation by imaging modality 
(17) The results of the market investigation confirmed that CT scanners, MRI scanners 
and PET/CT scanners constitute dist inct product markets. Customers and 
competitors generally consider that different Scanners cannot be used interchangeably for the same medical procedure,
16 revealing limited demand-side 
substitutability. For instance, a competitor stressed the fact that CT scanners, MRI 
scanners and PET/CT scanners are “ used for different medical purposes ”, rely on a 
“different technology ” and have “ different price” ,17 while a customer indicated that 
“the different scanners have different intended use and technical feature. ”18 The 
above conclusion is also corroborated by the market data provided by the Notifying 
Party, which show that market conditions for CT, MRI and PET/CT scanners are not 
homogeneous, each type of Scanners being characterised by (i) different prices19 and 
(ii) different competitive landscape.20 
Segmentation by end-use 
(18) As regards the existence of a potential segment for imaging equipment used for 
radiotherapy simulation, the market investigation provided mixed results.  
(19) First , contrary to the Notifying Party’s claims, the market investigation provided 
indications that a distinction between Sca nners and Simulators could be appropriate 
due to limited demand-side substitutability . Indeed, the vast majority of respondents 
consider that, for radiotherapy simulation, th e use of Simulators is more efficient and 
convenient than the use of standard Scanners, explaining that Simulators are 
“optimized for radiotherapy planning” .21 In particular, respondents stressed that the 
size of the bore, which is an intrinsic feature of the Simulator itself that cannot be procured separately is critica l in radiotherapy simulation: “in extremis the CT 
scanners can be used for radiotherapy planning, however the difference in bore size 
restricts the procedure considerably ”.
22 That said, several market participants also 
                                                 
15  Form CO, paras. 195, 210 and 222. 
16  Question 4 of questionnaire Q1 to competitors and question 4 of questionnaire Q2 to customers.  
17  Question 4 of questionnaire Q1 to competitors (emphasis added). Similarly, another a competitor 
indicated that “ each of the three imaging modalities serve specific needs, which are dependent on the type 
of diagnosis to be performed, the tissue (soft tissue, bone) and diagnostic location ” (emphasis added).  
18  Question 4 of questionnaire Q2 to customers. 
19  In the EEA/UK, in 2019, Siemens’ average sales prices are EUR […] for CT scanners, EUR […] for MRI 
scanners and EUR […] for PET/CT scanners (see Form CO, Annex 8.3(a)). 
20  For example, based on the Parties’ estimates (in the EEA/UK, over the 2017-2019 period), the number 
and identity of the main players (with market shares above 10%) differ depending on the type of Scanners: 
(i) there are four main players for the supply of CT scanners (namely Siemens ([40-50]%), GE ([20-
30]%), Canon ([10-20]%) and Philips ([10-20]%)), whereas (ii) the supply of PET/CT scanners is characterised by a quasi-duopoly between Siemens ([40-50]%) and GE ([40-50]%) and (iii) the supply of MRI scanners is characterised by three main players (namely Siemens ([50-60]%), GE ([20-30]%) and 
Philips ([20-30]%)). 
21  Questions 5-6 of questionnaire Q1 to competitors and questions 5-6 of questionnaire Q2 to customers. 
22  Question 5.1 of questionnaire Q2 to customers. 
 
 
7 indicated that Scanners could be used for radiotherapy simulation, provided that 
additional features or “ extra options ” are installed on them.23  
(20) Second , most respondents to the market investigation indicated that the supply 
conditions for Scanners and Simulators are not the same, stressing in particular a 
difference in terms of pricing.24 This is also corroborated by the EEA/UK market 
share estimates provided by the Notifying Party, which vary significantly for the supply of CT scanners and CT simulators.
25 In particular, Siemens’ market share in 
CT simulators in the EEA/UK, over the 2017-2019 period, is more than [20-30] 
percentage points higher than its market share for the supply of CT scanners ([60-
70]% vs. [40-50]%). Moreover, the feedback r eceived from the market investigation 
revealed that the number of credible and competitive suppliers is more limited for CT simulators than for CT scanners. Indeed, market participants generally consider 
that Canon is not competitive for the supply of CT simulators, whereas it is 
perceived as a competitive player for the supply of CT scanners.
26 That being said, 
the vast majority of competitors also indicated that all companies manufacturing 
standard CT scanners have the capabilities to manufacture CT simulators.27 
(21) Third , the Commission notes that Siemens’ in ternal documents support the existence 
of distinct market segments for Simulators.28 In particular, these documents illustrate 
that [commercial strategy])29. 
(22) In any event, for the purpose of this Decision, the question of whether CT 
simulators, MRI simulators and PET/CT simulators constitute distinct market 
segments can be left open, as it has no impact on the Commission’s competitive 
assessment of the Transaction. 
Other possible segmentations 
(23) As regards other possible segmentations, the Commission notes that the elements in 
the file show that the markets for CT sc anners, MRI scanners and PET/CT scanners 
are differentiated markets, where low- and high-end Scanners may not be fully 
substitutable. However, the results of the market investigation did not provide 
indications that a segmentation between low-, mid-, and high-end Scanners, as well 
as the other alternative segmentations envisaged in the past decisional practice (see 
Section 4.1.1(A) above) would be relevant in the present case.  
                                                 
23  For example, a customer stated: “ the difference between a standard CT scanner and CT simulator is 
largely down to the additional peripherals purchased. The basic equipment is now the same (although you 
would normally choose a large bore scanner for the CT simulator) ” (Question 6.1 of questionnaire Q2 to 
customers). 
24  Question 6.1 of questionnaire Q2 to customers. 
25  The Parties were unable to provide market share estimates for MRI simulators and PET/CT simulators. 
26  Questions 14 and 15.1-15.2 of questionnaire Q1 to competitors and questions 13 and 14.1-14.2 of 
questionnaire Q2 to customers. 
27   Questions 6 and 6.1 of questionnaire Q1 to compe titors and questions 6 and 6.1 of questionnaire Q2 to 
customers. 
28  Response to RFI 5, Annex 1.1 and response to RFI 3, Annex 10.  
29  Response to RFI 5, Annex 1.1, p.7. 
 
 
8 (D) Conclusion 
(24) Based on the results of the market investigation, for the purpose of this Decision, the 
Commission concludes that (i) CT scanne rs, MRI scanners and PET/CT scanners 
constitute distinct product markets and that (ii) it can be left open whether the above 
products markets should further segmented according to their end-use, as these 
alternative market delineations do not affect the Commission’s conclusion regarding the compatibility of the Transaction with the internal market. 
4.1.2.  Radiotherapy solutions  
4.1.2.1.  Radiotherapy equipment 
(25) Radiotherapy uses radiation to kill cancer cells, shrink tumours and provide 
palliative treatment for cancer symptoms such as pain. Radiotherapy is one of the 
main therapies for treating cancer. It is used alone or in combination with other cancer therapies such as surgery, chemotherapy, immunotherapy or interventional 
oncology. 
(A) The Commission’s precedents 
(26) The Commission has not previously examined the markets for radiotherapy 
equipment. 
(B) The Notifying Party’s view 
(27) In the absence of Commission precedents, th e Notifying Party submits that there are 
four types of equipment used to deliver radiotherapy treatment, based on the position 
and radiation source, which each constitute separate product markets:
30 
(i) External beam radiotherapy  (“EBRT”), which involves radiation being 
directed at the tumour from outside the body. EBRT can be delivered with:  
 Linear accelerators  (“Linacs”), which use high energy X-rays (photons) 
to destroy the cancerous cells. Linacs are the most common form of 
radiotherapy and are used to treat most types of cancer; and  
 Proton therapy , which uses protons instead of X-rays to destroy cancerous 
cells and it is used when there are great risks associated with damage to healthy tissue ( e.g. in paediatric cancers) as it allows the delivery of 
radiation in a more targeted way wi th fewer side-effects. Proton therapy 
involves significant capital invest ments and its operation requires 
dedicated facilities (there are only around 20 proton therapy centres in 
Europe); 
(ii) Brachytherapy , which uses a radiation source located inside the body and is, 
thus, unlike ERBT, an invasive treatment procedure. Brachytherapy is mainly used to treat certain types of cancer ( e.g. cervical, breast, skin); and  
                                                 
30  Form CO, paras. 252 and ff. 
 
 
9 (iii) Systemic radioisotope therapy , which involves radioactive materials 
administered by infusion or orally. Si nce Varian is not active in systemic 
radiation therapy, this Decision will not discuss this radiotherapy equipment 
further. 
(28) The Notifying Party claims that a further segmentation is not warranted as within 
each type of radiotherapy equipment, the various models are merely the result of technological and scie ntific advancements.
31  
(C) The Commission’s assessment   
(29) The results of the market investigation and the evidence available in the 
Commission’s file support the Notifying Party’s arguments. 
(30) First , respondents to the market investigatio n confirmed that (i) Linacs, (ii) proton 
therapy equipment and (iii) brachytherapy equipment cannot be used 
interchangeably for the same medical procedures, revealing limited demand-side 
substitutability.32 In that respect, a customer explained that, “ each type of treatment 
(external [EBRT], proton [therapy], brac hy[therapy]) requires suitable equipment 
which cannot be interchangeable ”,33 whilst another indicated that the use of the 
various equipment differs “ because of their special inherent physics in dose 
application and their natural behaviour in human tissue (dose distribution) ”.34 Some 
respondents however indicated that Linacs and proton therapy share some 
applications (as both equipment are considered EBRT techniques) whereas proton 
therapy uses newer technology and is significantly more expensive.35  
(31) Second , the market data provided by the Parties show that market conditions for 
Linacs, proton therapy and brachytherapy are not homogeneous, each type of 
radiotherapy equipment being characterised by (i) different prices36 and (ii) different 
competitive landscape.37 
                                                 
31  Form CO, paras. 252 and ff. 
32  Question 9 of questionnaire Q1 to competitors and question 8 of questionnaire Q2 to customers. 
33  Question 8.1 of questionnaire Q2 to customers. 
34  Question 8.1 of questionnaire Q2 to customers. 
35  Question 9.1 of questionnaire Q1 to competitors and question 8.1 of questionnaire Q2 to customers. In 
that respect, one customer indicated that “[p] roton therapy is much more expensive (both price and cost of 
utilisation), but more comparable with Linacs in medical procedures ”. Similarly, competitors noted that 
“[l]inacs and Proton have similar applications, but there is a big difference in price point ” and that 
“[p]roton is significantly more expensive (30 to 50x higher) compared to LINAC, but is highly precise, 
highly conformal, has low entrance dose and zero exit dose and low normal tissue dose compared to 
LINAC ”. 
36  In the EEA/UK, in 2019, Varian’s average sales prices are EUR […] for Linacs, EUR […] for proton 
therapy and EUR […] for brachyther apy (see Form CO, Annex 8.3(b)). 
37  For example, based on the Parties’ estimates (in the EEA/UK, over the 2017-2019 period), the number 
and identity of the main players (with market shares above [10-20]%) differ depending on the type of radiotherapy equipment: (i) there are three main players for the supply of Linacs (namely Varian ([40-
50]%), Elekta ([30-40]%), and Accuray ([10-20]%)), wher eas (ii) the main players in the supply of proton 
therapy are Varian ([40-50]%), IBA ([40-50]%) and Hitachi ([10-20]%), and (iii) the supply of 
brachytherapy is characterised by a quasi-duopoly between Eleka ([70-80]%) and Varian ([10-20]%). 
 
 
10 (32) Third , the Commission notes that Siemens’ internal documents,38 as well as 
independent industry reports39 support the existence of distinct markets for each type 
of radiotherapy equipment.  
(33) Finally , the results of the market investigation did not provide any indication that a 
further segmentation of the Linacs, proton therapy and brachytherapy was warranted. 
(D) Conclusion 
(34) Based on the above, the Commission considers that, for the purpose of this Decision, 
Linacs, brachytherapy and proton therapy constitute separate product markets, 
without the need for a further segmentation. 
4.1.2.2.  Oncology Software 
(35) In the field of radiotherapy , Varian offers two main types of oncology software,40 
including:  
- Treatment planning software (“TPS”), which allows physicians to plan how 
the radiotherapy equipment will be used to deliver the treatment; 
- Oncology information software (“OIS”), which is a software solution 
providing a single portal to facilitate ma nagement of the profile and treatment 
of cancer patients. It integrates info rmation about a patient’s diagnosis and 
therapy from the range of healthcare professionals and equipment involved in the patient’s oncology treatment.  
(A) The Commission’s precedents 
(36) There is no Commission precedent analysing the markets for oncology software. 
However, in previous cases assessin g software solutions, the Commission 
considered that software can be segmente d based on (i) their functionality, (ii) the 
sector concerned, and (iii) their end-use.
41 With respect to healthcare software more 
specifically, the Commission also consider ed a potential segmentation by module 
                                                 
38  See e.g. response to RFI 1, Annex 5.4.-2, dated 13 March 2020, pp. 8 and 33; and Annex 5.4-30, dated 
June 2020, p.18. See also response to RFI 3, Annex 11, pp. 9-12. 
39  See e.g., Grand View Research, Radiation Oncology: Mark et estimates & trend analysis from 2020 to 
2027”, 2020; and MEDraysintel, “Proton Therapy, world market report & Directory”, 2019. 
40  For completeness, the Notifying Party submits that Varian’s oncology information and software solutions 
offering includes also software solutions with three main applications: (i) care management (these are new 
products that are still in a nascent phase), (ii) quality  assurance, and (iii) analytics. Varian’s offering also 
includes Velocity, an intelligence platform that creates a map of imaging and treatment information, integrating it into a comprehensive dashboard. Siemens Healthineers does not offer care management, 
quality assurance, or analytics software that could be considered to compete with Varian’s oncology 
software. However, Varian’s sales of these solutions in the EEA/UK are negligible (amounting to less than EUR […] in 2019) and, in any case, these software solutions are not relevant to the Commission’s 
analysis of the conglomerate effects arising as a result of this Transaction.  
41  Specifically concerning healthcare software, see case M.6237, Computer Sciences Corporation/iSoft 
Group , decision dated 20 June 2011. 
 
 
11 (i.e Hospital Information System or “HIS ”, Electronic Medical Record or “EMR”, 
etc.), leaving the exact product market definition open.42 
(B) The Notifying Party’s  view  
TPS 
(37) The Notifying Party, referring to precedents at national level,43 submits that TPS for 
EBRT constitute a distinct product market which should not be further segmented 
between Linacs and proton therapy as EBRT TPS is designed for external radiation delivery, irrespective of whether that is proton based ( i.e. proton therapy) or X-ray 
based ( i.e. Linacs). In that respect, the Notify ing Party notes that Varian offers the 
same software platform for both Linacs and proton therapy.
44 The Notifying Party 
also claims that brachytherapy equipment and TPS for brachytherapy are part of the 
same market on the basis that Varian does not sell TPS for brachytherapy as a stand-
alone product.45 Ultimately, the Notifying Party considers that the product market 
definition can be left open. 
OIS 
(38) The Notifying Party submits that OIS has specific features that are not necessarily 
the same as the ones in other healthcare so ftware. However, it also considers that 
OIS present complementary features to EMR or HIS and that suppliers of EMR and 
HIS could easily enter the OIS market with  limited investment in capital and time. 
Due to this supply-side substitutability, the Notifying Party concludes that HIS, 
EMR and OIS should be viewed as being part of the same market.46 
(C) The Commission’s assessment  
TPS 
(39) The results of the market investigation confirmed the Notifying Party’s claim that 
TPS constitute a distinct product market from other healthcare software.47 Indeed, a 
majority of respondents indicated that, while TPS share some functionalities with 
                                                 
42  Case M.6237, Computer Sciences Corporation/iSoft Group , decision dated 20 June 2011, para. 26. 
43  With respect to TPS, the Notifying Party notes that several national competition authorities have 
examined concentrations in the radiotherapy solutions industry in the EEA/UK, including the market for 
TPS. In particular, the Notifying Party submits that (i) the UK Office of Fair Trading and the Portuguese Competition Authority considered that TPS for EBRT and TPS for brachytherapy constitute separate 
product markets due to the fact that TPS are designed to be specific to one type of radiotherapy (decisions 
of the UK Office of Fair Trading, acquisition by Elekta AB of Nucletron BV ME/5118/11; and of the 
Portuguese Competition Authority, Elekta / Nucletron - Ccent. 24/2011); and that (ii) the Polish Competition Authority concluded that brachytherapy equipment and TPS for brachytherapy were part of 
the same market on the basis that competitors’ brachytherapy software offerings were not compatible with 
equipment from other manufacturers (decision of the Polish Competition Authority, Elekta AB/RTA VC - DKK2-421/42/14/DL, Varian Medical Systems In ternational AG/VRT Po lska - DKK-113/2016). 
44  Form CO, para. 262.  
45  Form CO, paras. 265-266. 
46  Form CO, para. 272-275. 
47  Questions 12 and 12.1 of questionnaire Q1 to competitors and questions 11-11.2 of questionnaire Q2 to 
customers. 
 
 
12 other software solutions ( e.g. contouring), TPS is not substitutable with other 
software solutions as it presents a specific set of functionalities that remain its sole 
remit, such as dose calculation for the planning of radiotherapy.48 
(40) The market investigation also provided i ndications that TPS for EBRT and TPS for 
brachytherapy constitute separate product ma rkets, as the supply conditions for these 
two software are different.49 In that respect, one customer indicated that “ some 
suppliers are more focused on br achytherapy and others on EBRT ” while another 
one added that “ complexity, pricing  [and] suppliers are different ”.50 This is also 
corroborated by the market share data provided by the Parties, which reveal that in 
the EEA/UK the competitive landscape in TPS for brachytherapy is characterised by 
a quasi-duopoly between Elekta and Varian, which is not the case in TPS for EBRT (see Table 1 below). However, the results of the market investigation do not allow 
the Commission to determine whether TPS for brachytherapy should be part of the 
overall product market for brachytherapy equipment.  
(41) Based on the above considerations, the Co mmission concludes that, for the purpose 
of this Decision (i) TPS constitute a separa te product market, and that (ii) it can be 
left open whether the market for TPS should be further segmented between TPS for brachytherapy and TPS for EBRT, as these alternative market delineations do not affect the Commission’s conclusion regard ing the compatibility of the Transaction 
with the internal market. 
OIS 
(42) The results of the market investigation did not support the Notifying Party’s view 
and provided clear indications that OIS constitute a distinct market from other 
healthcare software. 
(43) The vast majority of customers responding to the market investigation indicated that 
OIS cannot be replaced by other software solutions,
51 “because of the complex 
radiotherapy workflow and specific functi onality, integration with TPS and delivery 
systems, […] transferring the functionality of the OIS to the HIS is extremely 
difficult, certainly in a large hospital facility”.52 While customers who responded to 
the market investigation acknowledged that OIS share some features with other 
healthcare software such as HIS an d EMT, they also confirmed that “ OIS has crucial 
features that the HIS/EMR/PACS does NOT have ”.53 Suppliers also confirmed the 
differing functionalities and purposes of  these products and did not raise any 
suggestion that there is strong supply side substitutability between the products.54 
(44) In addition, whilst the majority of customers who responded to the market 
investigation explained that they typi cally procure OIS together with other 
                                                 
48  Questions 12 and 12.1 of questionnaire Q1 to competitors and questions 11-11.3 of questionnaire Q2 to 
customers.  
49  Question 11 of questionnaire Q1 to competitors and question 10 of questionnaire Q2 to customers.  
50  Question 10.1 of questionnaire Q2 to customers. 
51  Question 12 of questionnaire Q2 to customers. 
52  Question 12.2 of questionnaire Q2 to customers. 
53   Question 12.2 of questionnaire Q2 to customers. 
54  Questions 13, 13.2 and 13.2.1 of questionnaire Q1 to competitors 
 
 
13 radiotherapy solutions,55 the results of the market investigation and evidence in the 
Commission’s file also show that the co mpetitive dynamics for OIS differ from other 
radiotherapy solutions’. This is notably illustrated by the fact that the competitive 
landscape for the supply of OIS in the EEA/UK differ from the supply of other 
radiotherapy solutions, in terms notably of the identity of the suppliers56 and market 
share estimates.57  
(45) Based on the above, the Commission considers that, for the purpose of this Decision, 
OIS constitute a distinct product market, with no need for further segmentation. 
(D) Conclusion 
(46) Based on the results of the market investigation, for the purpose of this Decision, the 
Commission concludes that (i) OIS and TPS constitute separate product markets and 
that (ii) it can be left open whether the market for TPS should be further segmented 
between TPS for brachytherapy and TPS for EBRT, as these alternative market 
delineations do not affect the Commission’s conclusion regarding the compatibility 
of the Transaction with the internal market. 
4.1.2.3.  Motion Management Devices  
(47) Motion management devices track and manage a patient’s motion ( e.g. respiration, 
movements) during the radiotherapy simulation and treatment (“Motion 
Management devices”). Motion Management devices are used either (i) with imaging equipment (such as CT simulators) while the image is acquired during 
radiotherapy simulation (“Imaging Motion Management devices”) or (ii) with 
radiotherapy equipment (such as Linacs ) while the radiotherapy treatment is 
delivered (“Treatment Motion Management devices”). Motion Management devices 
have an interface, composed of a hardware and a software, whose intended purpose is to connect the former with the relevant imaging or radiotherapy equipment. 
(48) During the radiotherapy simulation, the Imaging Motion Management device tracks 
the patient’s motion and breathing patterns. The obtained data are then used by the 
Treatment Motion Management device (combined with the radiotherapy equipment), 
so that those same motions and patterns can be accounted for during the delivery of 
the radiotherapy treatment to avoid distortions of the target volume and incorrect 
positional and volumetric information.
58 
                                                 
55  Question 9.1 of questionnaire Q2 to customers.  
56  Question 15.5 of questionnaire Q1 to competitors and Question 14.6 of questionnaire Q2 to customers. 
57  Form CO, paras. 358, 368, 378 and 399 and tables 19-24, 29 and 30. 
58  Form CO, para. 462.  
 
 
14 (A) The Commission’s precedents 
(49) The Commission has not previously examined the market for Motion Management 
devices. 
(B) The Notifying Party’s  view 
(50) The Notifying Party did not expressly provide its view on the scope of the relevant 
product market for the production and supply of Motion Management devices. 
However, in the Form CO, Siemens (i) makes a distinction between Imaging and 
Treatment Motion Management devices59 and (ii) stresses that Imaging and 
Treatment Motion Management devices do not need to be purchased from the same 
supplier.60 
(C) The Commission’s assessment  
(51) The results of the Commission’s market investigation provide indications that 
Motion Management devices constitute a dist inct product market. In particular, the 
investigation revealed that the main suppliers for Motion Management devices are not identical to the suppliers of other radiotherapy and imaging solutions.
61 For 
instance, respondents to the market investigation identified that the main suppliers 
for motion management devices (apart from Varian and Elekta) are VisionRT, 
Brainlab, Anzai, Dyn’R and C-Rad (among others),62 none of which is a 
radiotherapy or medical imaging solutions supplier. 
(52) However, the elements in the file do not allow the Commission to conclude whether 
the market should be further segmented between Imaging and Treatment Motion Management devices.  
(D) Conclusion 
(53) Based on the above considerations, the Co mmission concludes that, for the purpose 
of this Decision: (i) Motion Management devices constitute a separate product 
market, and that (ii) it can be left open  whether the market should be further 
segmented between Imaging and Treatment Motion Management devices, as it does 
not affect the Commission’s conclusion regarding the compatibility of the 
Transaction with the internal market. 
                                                 
59  Form CO, paras. 463-464. In fact, Varian’s Imaging Motion Management devices (namely RGSC and 
Identify CT ) and Treatment Motion Management devices (namely RPM , Identify  and RMM ) are distinct 
products.  
60  Form CO, para. 466.  
61  Questions 15.7 and 15.7.1 of questionnaire Q1 to competitors and questions 14.7 and 14.7.1 of 
questionnaire Q2 to customers.  
62  Questions 15.7 and 15.7.1 of questionnaire Q1 to competitors and questions 14.7 and 14.7.1 of 
questionnaire Q2 to customers.  
 
 
15 4.2. Geographic Market Definition  
4.2.1.  Imaging solutions, radiotherapy equipment and Motion Management devices  
(A) The Commission’s precedents 
(54) In previous cases, the Commission has as sessed the relevant geographic markets for 
all types of imaging solutions both at an EEA/UK-wide and national level, while 
leaving the precise geographic scope open in the absence of competition concerns.63  
(55) As explained above, the Commission has not examined in the past the geographic 
market definition in relation to either radiotherapy equipment or Motion 
Management devices. That said, in past decisions re lated to other types of medical 
devices, the Commission has generally considered that the markets for medical 
devices are national in scope, in particular  in view of the national regulatory and 
reimbursement schemes.64 
(B) The Notifying Party’s  view  
(56) The Notifying Party submits that the scope of the relevant geographic markets for 
imaging solutions and radiotherapy equipm ent should be at least EEA/UK-wide for 
the following reasons. First , suppliers are active globally, delivering their solutions 
worldwide and across the EEA/UK, bearing relatively low transportation costs 
compared to the value of the equipment.65 Second , to be marketed in the EEA/UK, 
imaging solutions, radiotherapy equipmen t and Motion Management devices must 
be certified to conform to the essential requirements of the EU Medical Devices 
Directive66 and must obtain a CE-mark.67 Third , Siemens argues that procurement 
rules are, to some extent, harmonized at EEA/UK level,68 which render the supply 
relatively homogenous across the EEA/UK.69 However, it also acknowledges the 
existence of national specificities, such as procurement procedures and 
reimbursement policies. The Notifying Party concludes that the precise geographic 
scope of the above product markets can be left open.70 
(C) The Commission’s assessment  
(57) The Commission’s market investigation provided mixed results as regards the 
geographic scope of the relevant markets for (i) imaging solutions (namely CT, MRI 
and PET/CT scanners), (ii) radiotherapy equipment (namely Linacs, brachytherapy 
                                                 
63  Cases M.2537 – Philips/Marconi Medical Systems, decision dated 17 October 2001, para. 24; and M.3304 
– GE/Amersham, decision dated 21 January 2004, para. 17. 
64  See e.g. cases M.8941 – EQT/Widex/JV , decision dated 13 February 2019, para. 62; and M.3687 - 
Johnson & Johnson/Guidant , decision dated 25 August 2005, para. 69.   
65  Form CO, paras. 229 and 257.  
66  Council Directive 93/42/EEC of 14 June 1993 concerning medical devices, OJ L 169 of 12 July 1993 as 
amended.  
67  Form CO, paras. 230 and 257. 
68  Directive 2014/24/EU of the European Parliament and of the Council of 26 February 2014 on public 
procurement and repealing Directive 2004/18/EC. 
69  Form CO, para. 230.  
70  Form CO, para. 230. 
 
 
16 equipment and proton therapy equipment) and (iii) Motion Management devices, 
and their potential sub-segments.  
(58) On the demand-side, the investigation yielded mixed results. Customers and 
competitors confirmed that the procurement of the above products is to some extent 
harmonised at EEA/UK level with the application of the EU rules on public 
procurement,71 but also stressed the existence of local specificities at national level, 
in terms of public procurement procedures  and practices, as well as reimbursement 
policies.72 
(59) On the supply-side, the market investigati on confirmed that the main suppliers are 
active across the EEA/UK and more generally at global level.73 This is illustrated by 
the fact that, regardless of their location, customers identified suppliers active 
worldwide as the largest credible players in each of the relevant markets.74 While it 
was noted that customers may require maintenance and repair services for medical devices at the local level, in practice major suppliers’ (or their distributors’) 
engineers are present throughout the EEA/UK so as to meet this demand.
75  
(60) Finally, the Commission also notes that the Parties’ internal documents assess 
market conditions both at national and EEA/UK level (if not worldwide level).76  
(61) The above provides indications that, despite the existence of national specificities, 
from a supply-side perspective, the Parties compete to some extent with their rivals 
at a broader geographic level (at least at EEA/UK level).  
(D) Conclusion 
(62) Based on the results of the market investigation, for the purpose of this Decision, the 
Commission concludes that the geographic scope of the imaging solutions, 
radiotherapy equipment and motion management devices markets can be left open (between national or at least EEA/UK-wide) as the exact geographic scope of the 
markets does not affect the Commission’s conclusions regarding the compatibility of 
the Transaction with the internal market.  
                                                 
71  See e.g. Non-confidential minutes of the calls (i) with customers dated 10 November 2020, 12 November 
2020 and 1 December 2020; and (ii) with competitors dated 3 November 2020, 17 November 2020 and 18 
November 2020. 
72  Questions 29-31 of questionnaire Q1 to competitors and questions 25-26 of questionnaire Q2 to customers 
73  See e.g. Non-confidential minutes of the calls (i) with customers dated 10 November 2020, 12 November 
2020, 1 December 2020 and (ii) with competitors dated 3 November 2020, 17 November 2020 and 18 
November 2020. 
74  Questions 14.1-14.1.1 and 14.7-14.7.1 of questionnaire Q2 to customers. 
75  Form CO, paras. 634-637.  
76  Response to RFI 5, Annex 1.1; response to RFI 3, Annex 10; and Form CO, Annexes 5.4(a)(43), 
5.4(b)(7), 8.3(a), 8.3(b) and 8.4. 
 
 
17 4.2.2.  Oncology Software  
(A) The Commission’s precedents scope of the market for healthcare software 
solutions to be either national or EEA/UK wide, leaving the  
(63) In past decisions, the Commission considered the geographic exact scope open.77 
However, there is no Commission precedent analysing the markets for oncology software, including TPS and OIS. 
(B) The Notifying Party’s  view 
(64) In relation to TPS, the Notifying Party considers that the same arguments as the ones 
raised for radiotherapy equipment ap ply (see recitals (56)-(56) above).
78 Thus, the 
Notifying Party considers that the market should be defined as being EEA/UK-wide 
in scope but ultimately concludes that it can be left open.  
(65) Similarly, with respect to OIS, the Notify ing Party considers the geographic scope of 
the market to be at least EEA/UK-wide, if not worldwide in scope. This is because 
the main suppliers are active globally, and the same software products are homogenous and available at worldwide leve l. However, the Notifying Party submits 
that in some instances, interfaces might have to be translated into the local 
language.
79  
(C) The Commission’s assessment  
(66) The results of the market investigation and the evidence in the Commission’s file did 
not provide any indications that the Commission should depart from its decisional 
practice regarding healthcare software in the present case. In particular, the results of 
the market investigation were the same for OIS and TPS as for imaging solutions, 
radiotherapy equipment and Motion Manage ment devices, confirming that: (i) EU 
procurement rules apply, (ii) there are some variations at national level in 
procurement and reimbursement rules and practices, (iii) the main and most credible 
suppliers are the same across the EEA/UK.80 
(D) Conclusion  
(67) Based on the results of the market investigation, for the purpose of this Decision, the 
Commission concludes that the geographic scope of the OIS and TPS markets can be 
left open (between national or at least EEA/UK-wide) as the exact geographic scope 
of the markets do not affect the Commission’s conclusions regarding the 
compatibility of the Transaction with the internal market.  
                                                 
77  See e.g. COMP/M.6237 – Computer Sciences Corporation/iSOFT Group , decision of dated 20 June 2011, 
para. 32.  
78  Form CO, para. 269.  
79  Form CO, para. 280. 
80  See e.g. Question 15 of questionnaire Q1 to competitors and Question 14 of questionnaire Q2 to 
customers; Form CO, paras. 634-637; Non-confidential minutes of the calls (i) with customers dated 10 
November 2020, 12 November 2020 and 1 December 2020; and (ii) with competitors dated 3 November 2020, 17 November 2020 and 18 November 2020. 
 
 
18 5. COMPETITIVE ASSESSMENT  
5.1. Framework of analysis - Assessment of  conglomerate non-coordinated effects 
(68) Article 2 of the Merger Regulation provides that the Commission has to appraise 
concentrations with a view to establishing whether or not they are compatible with 
the internal market. For that purpose, the Commission must assess, pursuant to Article 2(2) and (3), whether or not a concentration would significantly impede effective competition, in particular as a re sult of the creation or strengthening of a 
dominant position in the common market or a substantial part of it.  
(69) In this Decision, the Commission’s assessment focuses on conglomerate non-
coordinated effects due to the combination of the Parties’ complementary equipment 
in the imaging and radiotherapy space. 
(70) Conglomerate mergers consist of mergers between companies that are active in 
closely related markets, for instance suppliers of complementary products or of 
products which belong to a range of products that is generally purchased by the same 
set of customers for the same end use.
81 
(71) Pursuant to the Non-Horizontal Merger Guidelines, in most circumstances, 
conglomerate mergers do not lead to any competition problems.82 However, 
foreclosure effects may arise when the combination of products in related markets 
may confer on the merged entity the ability and incentive to leverage a strong market position from one market to another closely related market by means of tying or 
bundling or other exclusionary practices.
83 
(72) The Non-Horizontal Merger Guidelines distinguish between bundling, which usually 
refers to the way products are offered and priced by the merged entity and tying, 
which usually refers to situations where customers that purchase one good (the tying 
good) are required to also purchase anothe r good from the producer (the tied good).84 
(73) Within bundling practices, a distinction is  also made between pure bundling and 
mixed bundling. In the case of pure bundling the products are only sold jointly in 
fixed proportions. With mixed bundling the pr oducts are also available separately, 
but the sum of the stand-alone prices  is higher than the bundled price.85 
(74) Tying can take place on a technical or contractual basis. For instance, technical tying 
occurs when the tying product is designed in such a way that it only works with the 
tied product (and not with the alternatives offered by competitors).86 
(75) The main concern in the context of conglome rate mergers is that of foreclosure. The 
combination of products in related market s may confer on the merged entity the 
ability and incentive to leverage a strong market position from one market to another 
                                                 
81  Commission Guidelines on the assessment of non-horizontal mergers under the Merger Regulation, OJ C 
265, 18.10.2008, p. 6 (“Non-Horizontal Merger Guidelines”), para. 91. 
82  Non-Horizontal Merger Guidelines, para. 92 
83  Non-Horizontal Merger Guidelines, para. 93. 
84  Non-Horizontal Merger Guidelines, paras. 95 -97. 
85  Non-Horizontal Merger Guidelines, para. 96. 
86  Non-Horizontal Merger Guidelines, para. 97. 
 
 
19 by means of tying or bundling or other exclusionary practices. While tying and 
bundling have often no anticompetitive consequences, in certain circumstances such 
practices may lead to a reduction in actual or potential competitors' ability or 
incentive to compete. This may reduce the competitive pressure on the merged entity 
allowing it to increase prices or deteri orate supply conditions in other ways. 87 
(76) In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged firm would have the ability to foreclose its rivals,88 second, 
whether it would have the economic incentive to do so89 and, third, whether a 
foreclosure strategy would have a significan t detrimental effect on competition, thus 
causing harm to consumers.90 In practice, these factors are often examined together 
as they are closely intertwined. 
5.2. Assessment of the conglomerate non-coordinated effect of the Transaction 
5.2.1.  Introduction 
(77) The elements in the Commission’s file show that the combination of the Parties’ 
activities could potentially result in technical tying  (through the degradation of 
interoperability with third-party products)  and commercial bundling91 between the 
following products: 
(i) Siemens’ imaging solutions used for radiotherapy simulation , i.e. CT 
simulators, MRI simulators and PET/CT  simulators (together referred as 
Simulators), on the one side; and 
(ii) Varian’s radiotherapy solutions , i.e. radiotherapy equipment (namely Linacs, 
brachytherapy equipment and proton therapy equipment) , OIS, TPS and 
Imaging Motion Management (together referred as “Radiotherapy Solutions”), 
on the other side.  
(78) The remainder of this Decision will assess whether the two above-mentioned 
practices could result in the foreclosure of the Parties’ rivals in the relevant markets. 
(79) As a preliminary remark, it should be noted that, unless otherwise specified, the 
findings set out in Section 5.2.3 (on technical tying) and Section 5.2.4 (on commercial bundling) of this Decision and, in particular, the results of the market 
investigation
92 do not materially differ depending on the type of Simulators and the 
type of Radiotherapy Solutions. This is mainly due to the fact that all the various 
equipment and solutions used for radiotherapy simulation, planning and treatment 
are part of an integrated ecosystem and, therefore, highly intertwined. This is 
particularly true for Radiotherapy Solutions, for which customers may “ have  a 
                                                 
87   Non-Horizontal Merger Guidelines, para. 93. 
88  Non-Horizontal Merger Guidelines, paras. 95104. 
89  Non-Horizontal Merger Guidelines, paras. 105-110. 
90  Non-Horizontal Merger Guidelines, paras. 111-118. 
91  More specifically mixed bundling (see para. (73) above). 
92  This is notably illustrated by the fact that, when answering to the questions of the Commission related to 
the assessment of the conglomerate effect resulting from the Transaction (see e.g. Sections E, F and G of 
questionnaires Q1 to competitors and Q2 to customers), market participants generally refer to “ imaging " 
and “ radiotherapy ” products, rather than a specific type of equipment/solution. 


 
 
22 (85) In this context, during the market investigation, several competitors of both Parties 
proactively approached the Commission expressing strong concerns about the 
Transaction in relation to a potential risk of technical tying between Siemens’ 
Simulators and Varian’s Radiotherapy Solutions. More specifically, they argue that, 
post-Transaction, the Parties will have the ability and incentive to foreclose their 
rivals by degrading the interoperability (i) between Siemens’ Simulators and third 
parties’ Radiotherapy Solutions; and (ii) between Varian’s Radiotherapy Solutions 
and third parties’ Simulators.  
(A) The Notifying Party’s view 
(86) The Notifying Party contests the above, arguing that, post-Transaction, the combined 
entity would have no ability and no incentive to implement a technical tying 
strategy. The Notifying Party’s main arguments are detailed below.106 
(87) First , the Notifying Party claims that Siemens and Varian do not have a sufficient 
degree of market power to foreclose competitors since, in each of the relevant 
imaging and radiotherapy markets, the Parties face (i) vigorous competition from several strong players and (ii) sophisticat ed customers, with countervailing power, 
relying on open tender processes.  
(88) Second,  the Notifying Party argues that the existence of a de facto  industry-wide and 
non-proprietary standard, named Digital Im aging and Communications in Medicine 
(“DICOM”), including its radiotherapy extension (“DICOM RT”), prevents the 
degradation of interoperability. More specifically, the Notifying Party states that (i) 
DICOM is sufficient to ensure full interoperability between imaging and radiotherapy solutions,
107 w i t h  n o  n e e d  f o r  s p e c i f ic data formats/interfaces108 or 
cooperation between vendors; and (ii) compliance with DICOM is a commercial 
obligation as it is requested by customers who favour open ecosystems allowing 
them to source products from different vendor s to ensure the best possible treatment 
for patients. 
(89) Third , Siemens submits that moving away from DICOM would not be profitable as 
it would entail significant losses and costs outweighing any potential gains, 
including notably (i) substantial sales losses (customers, which have a strong 
preference for DICOM-compliant solutions, would likely switch to alternative 
suppliers); in particular, the Notifying Party notes that removing interoperability at the prospect of gaining market share on the Imaging Motion Management market 
would put at risk the sales of CT simulato rs, [pricing information]; (ii) reputational 
damage for Siemens beyond the radiotherapy  segment; and (iii) material investments 
to develop and roll out an alternative non-DICOM standard. 
                                                 
106  Form CO, paras. 557-600; RBB Economics’ report on conglomerate effects dated 23.11.2020 (the “RBB 
Report”), Section 5; the Supplementary Submission dated 24 January 2021; and the reply to RFI 7 dated 
29 January 2021. 
107  The Notifying Party also explained that imaging equipment used for radiotherapy simulation directly 
interact only with OIS, TPS and Imaging Motion Management devices. There is no direct data flow between Siemens’ Simulators and Varian’s radiotherapy equipment (such as Linacs), the relevant images 
and data being transferred from the Simulators to the radiotherapy equipment, through the OIS. 
108  To the exception of Imaging Motion Management devices, which require a specific interface to interact 
with Simulators.  
 
 
23 (90) Fourth , the Notifying Party claims that abandoning DICOM would have no adverse 
impact on competition and would not result in the foreclosure of competitors. On the 
contrary, according to it, such a strategy would make the Parties’ products 
commercially unsaleable, which would only alienate customers and benefit 
competitors.  
(91) Moreover, the Notifying Party argues that (i) with respect to Simulators, the 
degradation of interoperability would not materially reduce the sales prospects of 
Siemens’ competitors as it would only affect their sales of Simulators, which 
account for a minor share of the overall sales of Scanners; and (ii) with respect to 
Motion Management devices, only a small portion of the EEA/UK demand for the 
latter is used with Siemens’ Simulators, which means that the degradation of interoperability with Siemens’ Simulators would only affect the sales of Varian’s 
Motion Management rivals to a limited extent. 
(B) The Commission’s assessment 
(92) In the remainder of this Section, the Commission assesses the risk of technical tying 
between Siemens’ Simulators and Varian’s Radiotherapy Solutions, through the 
degradation of interoperability with third-party products. 
Ability to foreclose 
(93) For the reasons set out below, the Commis sion finds that, post-Transaction, the 
Parties would have the ability to foreclose their rivals by degrading the 
interoperability between the above-mentioned products.  
(94) First , contrary to the Notifying Party’s claim, the market structure and the evidence 
in the Commission’s file show that Siemens and Varian have a significant degree of 
market power:109 
a. The Parties are the clear market leaders on their respective markets , with very 
substantial market shares, close to or above [50-60]% in most of the relevant 
imaging and radiotherapy markets/market segments at EEA/UK level (in 
2019).110 In particular:  
− Imaging markets : Siemens has a market share of [60-70]% in CT 
simulators, which are by far the most prevalent imaging equipment used for 
radiotherapy simulation and, thus, the most relevant imaging equipment for the assessment of the conglomerate effects of the Transaction. On the 
broader CT scanner market, Siemens’ market share is lower but remain very 
significant ([40-50]%). With respect to other types of Scanners, Siemens’ 
market shares are close to or above [50-60]%, i.e. [40-50]% in MRI 
scanners and [50-60]% in PET/CT scanners;
111 In line with the above, 
customers and competitors generally perceive Siemens as the leading player 
                                                 
109  Non-Horizontal Merger Guidelines, para. 99. 
110  See Table 1 above. 
111  The Parties were unable to provide market share estimates for MRI and PET/CT simulators. 
 
 
24 in imaging equipment (overall) and CT simulators.112 The Commission also 
notes that internal documents of Siemens emphasise […];113 
− Radiotherapy markets : As regards radiotherapy equipment , Varian has a 
market share of up to [60-70]% in Linacs114 (which are by far the most 
common form of radiotherapy), as well as a market share of [50-60]% in 
Proton therapy. In the brachytherapy market, despite a more moderate 
market share ([20-30]%), Varian is a very important supplier as it is one of 
the only two players active in this market (which is characterised by a 
duopoly). In line with the above, both customers and competitors perceive Varian as the “ undisputed ” leading player in radiotherapy equipment 
(overall), as well as in Linacs.
115 
As regards oncology software , Varian’s market share is close to [40-50]% 
([40-50]% according to an independent industry report)116 in OIS (which is 
central to ensure the workflow between the various solutions used for 
radiotherapy simulation, planning and treatment and which directly 
interfaces with Simulators).117 In TPS, Varian’s market share estimates are 
more moderate (between [20-30]% and [30-40]% depending on the 
segment), however the Commission notes that (i) Varian is one of the only 
two players in TPS for brachytherapy and the second largest player in TPS 
for EBRT (with a market share very clos e to the market leader) and (ii) the 
feedback received from customers and competitors, according to which Varian is the clear market leader in TPS (as well as in OIS) suggests that the 
Parties underestimate Varian’s market share in TPS.
118  
As regards Motion Management devices , according to the Parties, Varian 
has a market share of [30-40]-[40-50]%. However, the Commission notes 
(i) according to the Form CO, “ [Parties’ stated limitations to market share 
estimates] ”,119 which calls into question the reliability of the Parties’ market 
share estimate on this market; and (ii) according to competitors and 
customers, Varian is one of the leading and most competitive players on this 
market.120  
According to well-established case law, very large market shares above 50% 
may in themselves be evidence of the existence of a dominant position.121 In 
                                                 
112  Question 15 of questionnaire Q1 to competitors and question 14 of questionnaire Q2 to customers. 
113  See response to RFI 5, Annex 1.1, slides1 and 7. See also response to RFI 3, Annex 10. 
114  Based on Frost & Sullivan, 2020. [50-60]% based on the Parties’ estimates. See also an internal 
presentation of Siemens assessing the Transaction stating: […]. 
115  Question 15 of questionnaire Q1 to competitors and question 14 of questionnaire Q2 to customers. 
116  Based on Grand View Research, 2019. [30-40]% based on the Parties’ estimates. 
117  See an internal presentation of the Parties stating that “ [commercial strate gy information] ” (response to 
RFI 1, Annex 5.4.4, p.7).  
118  Question 15 of questionnaire Q1 to competitors and question 14 of questionnaire Q2 to customers. 
Moreover, as explained above in para. (82), independent industry reports reveal that the Parties underestimate Varian’s EEA/UK market shares in other (closely related) radiotherapy markets ( i.e. Linacs 
and OIS) (no independent industry report was provided to the Commission in relation to TPS).  
119  Form CO, footnote 290. 
120  Question 15 of questionnaire Q1 to competitors and question 14 of questionnaire Q2 to customers. 
121  Case T-221/95, Endemol , para. 234 and Case T-102/96, Gencor, para. 205. See also Horizontal Merger 
Guidelines, para. 17.  

 
 
26 these markets is difficult, a long and expensive process. The main difficulties in 
switching from one radiotherapy supplier to another are (i) the need to train staff 
in order to be able to use the new equipment, (ii) the high costs involved, (iii) 
potential loss of patient data and (iv) lack of interoperability/compatibility 
between the solutions of different suppliers.126 Consequently, only a minority of 
customers switched Linac, OIS and/or TPS suppliers in the past 10 years.127 
(95) Second,  the Parties have a large pool of common customers128 since all radiotherapy 
customers must procure both Simulators and Radiotherapy Solutions, which are 
closely interconnected. This is illustrated by the fact that, in 2012, the Parties entered 
into a strategic global partnership (calle d “EnVision”) including sales and marketing 
cooperation. In this respect, the Parties’ internal documents [strategy information relating to the EnVision partnership].
129 Similarly, another internal document reads: 
[strategy information relating to the EnVision partnership].130 In line with the above, 
internal presentations of Siemens assessing the impact of the Transaction reveal that 
Siemens expects the Transaction to [strategy information].131 Moreover, the 
Commission notes that technical tying would allow the combined entity to tie 
imaging and radiotherapy products purchased separately and, thus, to “ overcome the 
fact that only a small share of customers procures their Linacs and CT scanners at 
the same time ” (as opposed to commercial tying and bundling – see Section 5.2.4 
below).132  
(96) Third , customers confirmed that interoperability between Simulators and 
Radiotherapy Solutions, in particular between Simulators and OIS/TPS, is very 
important, considering it “ crucial ”/“vital”/“essential ” for the entire radiotherapy 
process to ensure “ efficient and safe operations ” with a “ good workflow ”.133 The 
Parties’ internal documents also stress that […].134  
(97) Fourth , the results of the market investigation support the Notifying Party’s claims 
that the DICOM standard (i) facilitates the exchange of images/data between 
Simulators and Radiotherapy Solutions; an d (ii) is widely adopted (despite the 
absence of regulatory obligation to adhere to it), which is explained by the fact that 
customers request it.135 However, the Commission also found that: 
                                                 
126  Question 18.2 of questionnaire Q1 to competitors and question 16.2 of questionnaire Q2 to customers. 
Conversely, most respondents consider that switching suppliers of imaging equipment is easy or not 
difficult (Questions 18.2 of questionnaire Q1 to competitors and 16.2 of questionnaire Q2 to customers). 
127  Questions 17.2-17.4 of questionnaire Q2 to customers. 
128  Non-Horizontal Merger Guidelines, para. 100. 
129  Response to RFI 5, Annex 1.1 (Siemens), pp. 1 and 4. 
130 Response to RFI 5, Annex 1.2 (Siemens), pp. 5 and 33. See also response to RFI 3, Annex 11 (Varian), 
p.3. 
131  See response to RFI 1, Annex 5.4.-2 (dated 13 March 2020), slide 33 […]. 
132  See RBB Report, p.12. 
133  Question 21 of questionnaire Q2 to customers (e.g. “ great importance to avoid additional risk of mistakes 
and better manage patients and equipment ”; “good interoperability is key to the provision of a safe, 
efficient, and innovative clinical service ”). 
134  […] 
135  Question 21 of questionnaire Q1 to competitors. See also question 19 of questionnaire Q2 to customers 
where virtually all customers confirmed that they would not consider procuring Simulators and Radiotherapy Solutions that are not DICOM-compliant. 
 
 
27 a. DICOM does not in itself guarantee full interoperability . A large majority of 
competitors and a material number of customers confirmed it, explaining that 
DICOM suffers limitations.136 In particular, several respondent stressed that 
DICOM covers only the least common denominator  and is slow to adapt to new 
features and functionalities, which are often subject to specific formats (such as 
“private image tags ”) and proprietary extensions  to DICOM. The above is 
corroborated by (i) the DICOM Standards Committee, which states that the 
DICOM standard “ facilitates interoperability of systems claiming conformance 
in a multi-vendor environment, but does not, by itself, guarantee 
interoperability ” (emphasis added),137 and (ii) the Parties’ internal documents 
illustrating Siemens […].138 
b. DICOM’s implementation requires active and voluntary collaboration 
between OEMs , which was confirmed by the vast majority of competitors139 and 
corroborated by the Parties’ internal documents.140 According to competitors, 
the collaboration required to ensure interoperability between Simulators and Radiotherapy Solutions is material and consists mainly in exchange of technical 
information ( e.g. specific file format details) and joint testing.
141 This bilateral 
collaboration takes place primarily during the development process but also, to a 
more limited extent, on the ground at the customers’ sites.142  
c. Interoperability between DICOM-compliant solutions can be compromised . In 
particular, most competitors confirmed that interoperability could be hindered 
(i) when the relevant solutions do not properly implement the DICOM standard 
or implement different versions of it ( e.g. by failing to quickly incorporate new 
elements of the standard, such as new DICOM objects/tags, that are created as 
part of new technological advancements) or (ii) when a vendor does not disclose 
to other vendors (or delays the disc losure of) relevant information ( e.g. private 
image tags used by the solution).143 For example, a competitor stated that 
“minor differences in the interpretation and implementation of [DICOM] are 
common and can make data exchanges challenging ”.144 Another respondent 
explained that “ vendors must be aware of any changes to DICOM tags with 
enough advanced notice to make any required changes to their own product” and that it could “ be quite difficult to get a sample data sets of DICOM RT files 
including all tags from the vendors ” since “these are not made publicly 
available ”.
145 
                                                 
136  Question 20 of questionnaire Q1 to competitors and question 18 of questionnaire Q2 to customers.  
137  DICOM PS3.1 2020e, Sect. 1.2: http://dicom nema.org/medical/dicom/current/output/html/part01 html#sect 1.2  
138  See response to RFI 3, question 1(e) and Annex 5. 
139  Question 22 of questionnaire Q1 to competitors ( e.g. “The implementation and testing & validation of the 
standards between vendors […] require the willingness of both parties to collaborate ”). 
140   See e.g. response to RFI 3, Annexes 3 and 4 (exchange of technical information between Siemens and 
RaySearch to allow RaySearch’s TPS to fully display a new type of images produced by Siemens’ CT 
simulators). 
141  Questions 23-25 of questionnaire Q1 to competitors. 
142  Question 24.3 of questionnaire Q1 to competitors. Customer also confirmed that they need assistance from 
suppliers (on the ground) to achieve interoperability between Simulators and Radiotherapy Solutions (question 22 of questionnaire Q2 to customers). 
143  Question 26 of questionnaire Q1 to competitors. 
144  Question 26 of questionnaire Q1 to competitors. 
145  Question 22 of questionnaire Q1 to competitors. 
 
 
28 (98) The above DICOM limitations and the need for active cooperation between vendors 
are also supported by the fact that [confidential information about the EnVision 
partnership].146 In fact, internal documents re veal that Varian’s main goal 
[confidential information about the EnVision partnership].147 
(99) Fifth , Imaging Motion Management devices  require a direct interface with 
Simulators, whose development, implemen tation and validation involve cooperation 
between the manufacturers. This is notably illustrated by the fact that, under the 
EnVision partnership, [confidential information about the EnVision 
partnership].148[…]. 
(100)  Sixth , the market investigation also revealed that a significant number of market 
participants consider that, post-Transaction, the Parties would be able to degrade the 
interoperability between Simulators and Radiotherapy Solutions.149 
(101)  Finally , the Commission considers that the Parties’ rivals would be unable to deploy 
effective  counter-strategies,150 given (i) Siemens’ and Varian’s leadership and 
potential dominance in the relevant markets, (ii) the absence of other integrated 
players providing both Simulators and Radiotherapy Solutions and (iii) the fact that 
respondents to the market investigation were unable to identify any effective 
workaround mechanisms or solutions whereby they could circumvent an attempt by 
the Parties to degrade interoperability.151  
Incentive to foreclose 
(102)  Based on the evidence available in the file and the results of the market 
investigation, the Commission considers that, post-Transaction, the Parties would 
have incentives to foreclose their rivals by  degrading the interoperability between the 
above-mentioned products for the following reasons. 
(103)  First , the argumentation raised by the Notifying Party to show that technical tying 
would not be profitable rely on the key assumption that degrading interoperability 
between Simulators and Radiotherapy Solutions would require the combined entity 
to “move away from DICOM ”, which would entail significant losses of sales and 
costs.152 However, as explained in the previous Section, this underlying assumption 
is contradicted by the results of the market investigation, which revealed that the 
combined entity would have the ability to hinder the interoperability between their 
products and third-party products while re maining DICOM-compliant. For example, 
the Parties could, at no or limited cost , reserve certain new functionalities of 
Siemens’ Simulators for cases where Siemens’ Simulators are used in combination with Varian’s Radiotherapy Solutions simply by e.g. refusing to disclose technical 
information (such as private image tags us ed by Siemens’ Simulators) to Varian’s 
competitors. More broadly, the Parties could refuse to cooperate in providing 
                                                 
146  […] 
147  Response to RFI 3, Annex 11. 
148  Response to RFI 1, Table 32. 
149  Question 28 of questionnaire Q1 to competitors and question 24 of questionnaire Q2 to customers. 
150 Non-Horizontal Merger Guidelines, para. 103. 
151 Question 24 of questionnaire Q1 to competitors. 
152  See e.g. RBB Report, p.51: “ a reduction of interoperability with competitor equipment would require the 
Parties to make their equipment incompatible with DICOM ”.  
 
 
29 technical information and support necessary to enable suppliers to understand and 
account for its particular implementation of  the standard (which respondents suggest 
is to a degree open to interpretation).153 
(104)  Second , as explained above, the relevant radiotherapy markets are characterised by 
high barriers to switch suppliers.154 The customers’ limited ability to switch 
suppliers of Radiotherapy Solutions (such as OIS and Linacs) would de facto  limit 
the risk of sales losses for Parties. Indeed, the degradation of the interoperability 
between the Parties’ and their competitor s’ Simulators and Radiotherapy Solutions 
would not put at risk the Parties’ sales of Radiotherapy Solutions. This is all the 
more true considering that Radiotherapy Solutions, and in particular Linacs, drive 
the customers’ procurement decisions notably because they are much more 
expensive and may raise additional non-merger specific interoperability issues.155 
(105)  Similarly, the Notifying Party’s claim accor ding to which degrading interoperability 
between Siemens’ Simulators and third-party Imaging Motion Management devices 
at the prospect of gaining market share on the Imaging Motion Management market 
would put at risk sales of a significantl y more profitable product (CT simulator) is 
not consistent with the fact that […].156  
(106)  Lastly , the market investigation revealed that a significant number of competitors 
believe that, post-Transaction, the Parties would find it profitable to degrade the 
interoperability between Simulators and Radiotherapy Solutions (including Imaging Motion Management devices).
157 According to them, such technical tying would 
allow the combined entity to leverage Varian’s leadership in the radiotherapy space 
to further gain market shares in Siemens’ imaging markets (and vice versa ). In 
support of their claim, many of them indicat ed that, already pre-Transaction, Varian 
adopts similar practices to limit or delay the interoperability between its radiotherapy solutions and other competing products ( e.g. between Varian’s Linac and Elekta’s 
OIS).
158 This is also corroborated by some customers, who explained that “Varian 
has a history where OIS/TPS is not "speak ing" as good as possible with third-party 
devices” and that “already today the Varian environment is considered to be 
relatively closed and not very well suited for a true multi-vendor approach ”.159 In 
accordance with the Non-Horizontal Merger Guidelines,160 the Commission 
considers that the above suggests that a strategy consisting in degrading 
interoperability in the field of radiotherapy may be profitable, which would incentivise the new entity is implement such strategy post-Transaction. 
                                                 
153  Questions 24.1, 24.3 and 26.1 of questionnaire Q1 to competitors. 
154  See para. (94) above. 
155  See para. (79) above and footnote 158 below 
156  Form CO, para. 473. See also, para. 471 of the Form CO: [pricing information]. 
157  Question 28 of question Q1 to competitors and question 24 of questionnaire Q2 to customers. 
158  Many market participants also expressed concerns in relation to a potential of degradation of the 
interoperability between Varian’s and its competitors’ Radiotherapy Solutions ( e.g. Linacs, OIS, TPS). 
However, pre-Transaction, Siemens is not active on  these markets. Therefore, the Commission considers 
that the above a claim is not merger specific. For the sake of clarity, the outcome of the present assessment under the Merger Regulation is without prejudice to the application of other competition rules, 
including in particular Article 102 TFEU. 
159  Question 24 of questionnaire Q2 to customers.  
160  Non-Horizontal Merger Guidelines, para.109. 
 
 
30 Impact on competition 
(107)  Based on the evidence available in the file and the results of the market 
investigation, the Commission considers th at the degradation of interoperability 
between the above-mentioned products would have a significant detrimental effect 
on competition, thus causing harm to patients. 
(108)  First , the market investigation stressed the importance of interoperability for the 
entire radiotherapy process and revealed that if a vendor of imaging or radiotherapy 
solutions ceases to collaborate with other vendors, interoperability limitations would arise with “ severe consequences ” for customers and patients. In particular, (i) 
customers could lose workflow efficiencies and functionalities (including “ critical ” 
ones); (ii) new features could become “ useless ”. Competitors also emphasized that 
workaround solutions would be difficult (“ technically close to impossible ”) and 
would lead to “ additional costs ”, “complexity ” and “ safety issues ”.
161 
(109)  Second , given (i) Siemens’ and Varian’s very high market shares – close to or above 
[50-60]% in most of the relevant imaging and radiotherapy markets/segments (up to 
[60-70]% in CT simulators and Linacs) at EEA/UK level (in 2019)162 – and (ii) the 
absence of other integrated players, the de gradation of the interoperability between 
the Parties’ products and their competitors’ would likely significantly reduce their 
rivals’ sales prospects in the relevant markets/segments and, thus, lead to a reduction 
in their ability or incentive to compete and innovate with the new entity on these markets/segments. 
(110)  As regards the Notifying Party’s claim that the degradation of interoperability would 
only affect the sales of Simulators, which account for a minor share of the overall 
sales of Scanners, the elements in the Commission’s file show that (i) a technical 
tying strategy would have the ability to significantly affect the rivals’ sales of CT simulators and that (ii) CT simulators  and scanners are differentiated products, 
which may constitute distinct market segm ents. A significant reduction of the rivals’ 
sales prospects for CT simulators may reduce their incentive to compete and 
innovate in this potential market segment, which would be detrimental for both 
customers and patients. 
(111)  As regards the Notifying Party’s claim that only a small portion of the EEA/UK 
demand for Motion Management devices would be affected by foreclosure resulting from the merger, the Commission notes that: 
− Knowing that [Parties’ stated limitations to market share estimates], the Parties’ 
computation of the total addressable demand for Imaging Motion Management devices that could be foreclosed appears highly uncertain and unreliable;
163  
− Most of the CT simulators sold by Siemens with an interface for Imaging Motion 
Management ( i.e. […]% worldwide and […]% in the EEA/UK) are used in 
combination with Imaging Motion Management devices marketed by Varian’s 
rivals164 which, given Siemens’ market share in the EEA/UK CT simulator 
                                                 
161  Question 24.4 of questionnaire Q1 to competitors and question 21 of questionnaire Q2 to customers. 
162  See Section 5.5.2 above. 
163  Form CO, footnote 290 (emphasis added). 
164  […]. See response to RFI 7, question 2. 
 
 
31 segment ([60-70]%), suggest that a sufficiently large fraction of the market 
output would be affected by foreclosure resulting from the Transaction; and  
− Assuming that the Parties’ computation of the addressable demand for Imaging 
Motion Management devices is reliable (which as previously explained is 
doubtful), the new entity would still be in a position to foreclose more than [40-
50]% of the addressable demand in the EEA/UK,165 which is substantial enough 
to raise concerns. 
(112)  Third , many competitors actively complained and confirmed that the degradation of 
the interoperability between the Parties’ and their competitors’ Simulators and 
Radiotherapy Solutions would significantly affect competition on the relevant 
markets/segment.166 
(113)  In contrast, only a (material) minority of customers raised concerns about a risk of 
degradation of interoperability167 and that most of them consider that DICOM is 
sufficient to ensure full interoperability.168 However, it should be noted that 
customers may not be not fully aware of th e collaboration required between imaging 
and radiotherapy vendors to ensure full interoperability. Indeed, as already indicated, 
the market investigation revealed that this cooperation takes place primarily during 
the development process, i.e. upstream of the onsite installation of the equipment, 
without involving customers.169 Therefore, customers experience the result 
collaboration to ensure interoperability, rather than the collaboration effort itself.  
(114)  Fourth , the Commission observes that, pre-Transaction, the countervailing buyer 
power of the customers does not prevent Varian from limiting or delaying the 
interoperability between its Radiotherapy Solutions and other competing products,170 
which suggests that customers do not have sufficient countervailing buyer power to 
defeat similar practices implemented by the new entity post-Transaction. 
(115)  Lastly , the Commission notes that the degradation of interoperability between the 
Parties’ and their competitors’ Simulators and Radiotherapy Solutions would not 
bring any efficiencies.171 
(C) Conclusion 
(116)  In view of the above considerations, the Commission concludes that the Transaction 
raises serious doubts as to its compatibility with the internal market by providing the 
new proposed entity with the ability a nd incentive to foreclose its rivals by 
degrading the interoperability between (i) Siemens’ Simulators and third parties’ 
Radiotherapy Solutions; and (ii) Varian’s Radiotherapy Solutions and third parties’ Simulators. 
                                                 
165  Taking only into consideration Imaging Motion Management devices ( i.e. excluding Treatment Motion 
Management devices, which are not relevant to assess the foreclosure resulting from the merger). See 
response to RFI 7, Table 2.  
166  Questions 28, 35 and 37 of questionnaire Q1 to competitors. 
167  Questions 24, 27 and 29 of questionnaire Q2 to competitors. 
168  Question 18 of question Q2 to customers. 
169  See para. (97) above. 
170  See para. (106) above. 
171  Non-Horizontal Merger Guidelines, para.115. 
 
 
32 5.2.4.  Commercial bundling172 
(117)  The Transaction leads to conglomerate links between Siemens’ Simulators and 
Varian’s Radiotherapy Solutions (includi ng Imaging Motion Management Devices), 
which could result in the implementation of commercial bundling between the 
above-mentioned products. 
(A) The Notifying Party’s view 
(118)  The Notifying Party argues that, post-Transaction, the combined entity would have 
no ability and no incentive to foreclose competitors through the implementation of 
commercial bundling strategy. The Notifying Party’s main arguments are detailed 
below. 
(119)  First , the Notifying Party submits that the combined entity will not have the ability 
to (a) leverage its position in Simulators to foreclose Varian’s Radiotherapy Solution 
rivals (including Imaging Motion Management rivals), or (b) leverage its position in 
Radiotherapy Solutions (including Imaging Motion Management Devices) to 
foreclose Siemens’ Simulators rivals. The Notifying Party claims that, despite their 
relatively high market shares (see Table 1 above), Siemens and Varian face sizeable 
and credible alternatives in the relevant markets for Simulators ( e.g. GE, Philips and 
Canon) and Radiotherapy Solutions ( e.g. Elekta, IBA, Accuray, VisionRT, C-Rad, 
Brainlab). In addition, the Notifying Party submits that Simulators and Radiotherapy 
Solutions are rarely procured together in a single tender so that the combined entity 
will have limited opportunities to bundle these products, notably due to the different 
lifespans of the equipment concerned, the public tender procedure rules applicable across the EEA/UK, and customers’ preferences for certain equipment.
173 
(120)  Second , the Notifying Party argues that the combined entity will lack the incentive to 
engage in a bundling strategy. It points out that, to persuade customers to purchase a 
bundled offer, the combined entity would have to offer steep bundle discounts ( e.g. 
to compensate for the premature renewal of equipment or to overcome customers’ preference) with no real prospects of rec uperating the lost margins. The Notifying 
Party claims that the lack of incentive of  the combined entity to engage in any 
bundling strategy in the future is highlighted by the fact that, pre-Transaction, (i) 
Varian does not [commercial strategy], (ii) Siemens does not [commercial strategy], 
and (iii) even when Siemens was active in the supply of Radiotherapy Solutions ( i.e. 
Linacs)
174 it [commercial strategy].175 
(121)  Third , the Notifying Party is of the view that, in any event, any bundling strategy 
would not have any detrimental effect on the market since, without changing 
customers’ procurement behaviour, a bundling strategy would affect only a minor 
part of the demand for Simulators and Radiotherapy Solutions176 and this is unlikely 
to change significantly post-Transaction given that Simulators and Radiotherapy 
                                                 
172  In this section, the risk of commercial tying and commercial bundling (pure and mixed bundling) are 
discussed together and referred to as “bundling” for convenience, as the same considerations largely apply 
in all instances. 
173  Form CO, paras. 500-515 and 525-533. 
174  […] 
175  Form CO, paras. 516 and 534-535. 
176  This argument also applies to other imaging and radiotherapy equipment. 
 
 
33 Solutions have different average lifespans. Moreover, competitors can implement 
timely and effective counter-strategies to  defeat any attempted foreclosure by 
granting discounts on their products or by partnering up and offering competing 
bundles .177  
(122)  Finally , the Notifying Party submits that the Transaction will result in efficiencies 
for customers resulting in lower prices and availability of innovative new products in 
a faster and more effective way.178  
(B) The Commission’s assessment  
(123)  In the remainder of this Section, the Commission assesses whether the commercial 
bundling between Siemens’ Simulators and Varian’s Radiotherapy Solutions (including Imaging Motion Management Devices) could result in the foreclosure of 
the Parties’ rivals. 
Ability to foreclose 
(124)  As explained below, the Commission finds that, despite their significant degree of 
market power in the relevant markets/segments,
179 the Parties would not have the 
ability to foreclose their rivals by bundling commercially Siemens’ Simulators and 
Varian’s Radiotherapy Solutions (includi ng Imaging Motion Management Devices). 
(125)  First , the market investigation generally supported the Notifying Party’s claim that, 
for the reasons set out below, radiotherapy customers typically procure Simulators 
and Radiotherapy Solutions separately, which considerably limits the Parties’ 
opportunities to bundle the above products: 
a. The pool of common customers procuring Simulators and Radiotherapy 
Solutions at the same time is limited .180 As rightly pointed out by the Notifying 
Party, commercial bundling can only apply to products purchased at the same 
time (contrary to technical tying).181 It follows that any potential ability of the 
combined entity to offer a bundle would be limited to the share of customers 
that purchase the relevant Simulators at the same time as the Radiotherapy 
Solution. Yet, the results of the market investigation confirmed that radiotherapy equipment is rarely procured at the same time as imaging equipment, and vice 
versa  due to the products’ different life cycles. In that respect, one customer 
noted that “ typically CT and linac replacements are planned years ahead and 
have their own lifespans, so if it would go to the same year, procurement bundle 
would be an option ” while another one explained that since hospitals “ require 
business continuity and redundancy,  [they] tend to treat radiotherapy imaging 
equipment separate from linac ”.182 
                                                 
177  RBB Report. 
178  RBB Report. 
179  See Section 5.5.2 above. 
180  Non-Horizontal Merger Guidelines, para.100. 
181  See para. (95) above. 
182  Question 26.2.1 of questionnaire Q2 to customers. 
 
 
34 b. The market investigation confirmed that most Simulators and Radiotherapy 
Solutions are procured as part of public procurement processes .183 Thus, the 
vast majority of Simulators and Radiotherapy Solutions sold in the EEA/UK is 
subject to the EU rules on public procurement ([…]% in the case of Siemens’ 
imaging solutions),184 whereby it is the customer that determines its 
requirements and the scope of the tender s. Although respondents to the market 
investigation recognised that public procurement rules do not prevent customers 
from purchasing Simulators and Radiotherapy Solutions in a bundle (with the 
exception of a few EEA/UK countries, such as France),185 in practice, the 
guiding principle under public procurement rules is to tender by individual 
product lots to ensure an even competitive field for all suppliers.186 In that 
respect, one customer indicated that “ for competitive reasons and respect of the 
equality between providers it is impossible to bundle because actually only 
SIEMENS and Varian could do so [post-Transaction] ”187 and another one 
explained that “ supplier [s] of imaging equipment and radiotherapy equipment 
are not [the] same, it’s more easy to dissociated both tenders ”.188 In other 
words, customers would “ not risk not to get the best (price and quality) imaging 
equipment and best radiotherapy equipment ”.189 
c. The Parties’ sales data corroborate the claim that opportunities to 
commercially bundle Simulators and Radiotherapy Solutions are limited.  In 
particular, Siemens’ sales data show that less than […]% of Siemens’ CT and MRI scanners are procured with Radiotherapy Solutions in a single tender.
190 
Moreover, in 2019 in the EEA/UK, only […] Siemens’ CT simulators were sold 
to radiation oncology department that also purchased a Varian’s Linac that year 
(representing only around […]% of Siemens’ total sales of CT simulators in the 
EEA/UK).191 Taking into consideration the Parties’ high EEA/UK market shares 
in CT simulators ([60-70] %) and Linac ([60-70]%),192 which are by far the most 
prominent equipment used for radiotherapy simulation and treatment delivery, 
the above objective […]% figure support the Notifying Party’s claim that 
Simulators and Radiotherapy Solutions are typically not procured together.193 
Regarding specifically Imaging Motion Management Devices, the results of the 
market investigation suggest that these products tend to be purchased together 
                                                 
183  Question 26.2.1 of questionnaire Q2 to customers. 
184  Form CO, para. 154 
185  Question 32 of questionnaire Q1 to competitors and Question 26 of questionnaire Q2 to customers. 
186  Question 30.1 of questionnaire Q1 to competitors. 
187  Question 26.2.1 of questionnaire Q2 to customers. In that respect, it should be noted that the EU rules on 
public procurement provide that “ award criteria  […] should remain stable throughout the entire 
procedure, and should not be subject to negotiations, in order to guarantee equal treatment of all economic operators ”. 
188  Question 26.2.1 of questionnaire Q2 to customers. 
189  Question 26.2.1 of questionnaire Q2 to customers. 
190  Form CO, para. 506. 
191  Form CO, para. 512 and Response to question 1 of RFI 7. 
192  See above para. (82) and footnote 114. 
193  According to the Parties’ estimates,  over the period 2015-2019, in […] ( i.e. the Parties’ main national 
markets in the EEA/UK), (i) only […]% of the customers procuring a Varian’s Linac also procured a CT 
scanner (of any supplier) in the same year and (ii)  […]% of the customers procuring a Siemens’ CT 
scanner also procured a Linac (of any supplier) in the same year (see Form CO, Tables 34 and 37 and RBB Report).  
 
 
35 with Simulators more often than other Radiotherapy Solutions.194 However, the 
sale data provided by the Parties reveal that only […]% of Varian’s Imaging 
Motion Management Devices are sold to imaging solutions suppliers (namely 
[…]) – who may sell these products together with Simulators195 – the remaining 
[…]% being sold by Varian directly to customers. The above means that, 
already today, while customers have the opportunity to procure Varian’s Imaging Motion Management Devices from imaging solutions suppliers ([…]), 
the vast majority of customers choose to procure Varian’s Imaging Motion 
Management Devices on a standalone ba sis (at least around […]% of Varian’s 
EEA/UK sales of Imaging Motion Management Devices).
196 According to some 
market participants, this is due to the fact that “ customers have their own 
preferences regarding e.g. motion management devices ”.197 
(126)  Second , the evidence in the Commission’s file show that the combined entity’s rivals 
would have the ability and incentive to deploy counterstrategies to react to a 
bundling offer of the combined entity,198 by partnering to offer competing bundles or 
lowering their price for standalone products. In that respect, there are already 
established relationships between supplier s of radiotherapy equipment and imaging 
equipment199 and new ones could be implemented post-Transaction, for instance 
between Elekta and Siemens’ competitors.Such a possibility of increased 
collaboration with imaging players was already made public by Elekta.200 
Alternatively, the level of margins generated by manufacturers of Simulators and Radiotherapy Solutions in the EEA/UK should enable them to grant substantial 
discounts on their equipment, while remaining profitable.
201 This is notably 
illustrated by the Parties’ margin data in the relevant markets in the EEA/UK in 
2019: for instance, Siemens achieves a gross margin of around […]% in imaging 
equipment (between […]% and […]% depending on the type of Scanners), whereas Varian’s gross margin reaches […]% in Li nacs, […]% in TPS, […]% in OIS and up 
to […]% in Brachytherapy.
202  In this respect, one customer explained that “ if a 3rd 
party can offer a comparable product at a lower cost, or additional features which 
are not yet available from Siemens or Varian, then we would look very closely at 
                                                 
194  Question 30.2 of questionnaire Q1 to competitors. 
195  Form CO, para. 468. 
196  Form CO, para. 468. 
197  Question 21.4.2 of questionnaire Q2 to customers. Emphasis added. This is reinforced by other 
respondents, who explain the benefits of procuring Motion Management Devices from third-party 
suppliers: “ While 10 years ago the linac vendors provided the better motion management systems, today 
mainly 3rd party products are mo [re] competitive ” and another one added “ companies concentrating to 
develop motion management systems  [e.g. VisionRT, C-Rad, Brainlab] seem to develop  [the] best 
products ” (Question 14.7.2 of questionnaire Q2 to customers). 
198  Non-Horizontal Merger Guidelines, para.103. 
199  In that respect, it should be noted that Siemens and Varian already pre-Transaction are entered into a 
strategic partnership for imaging and radiotherapy solutions, including sale cooperation (see para. (95) 
above). 
200  Form CO, para. 516. See also “ Elekta AB CEO Gustaf Salford on Q1 2021 Results – Earnings Call 
Transcript ” available at https://seekingalpha.com/amp/article/4370931-elekta-ab-publ-ektaf-ceo-gustaf-
salford-on-q1-2021-results-earnings-call-transcript. 
201  RBB Report. In the report, it is explained that the average absolute margin realised by Varian on a Linac 
is EUR […] in the EEA/UK (EUR […] in globally), which [pricing information]. Based on the public 
information available, competitors’ margins should be of the same level. 
202  Response to RFI 1, Tables 5 and 6. 
 
 
36 them and potentially choose them if it is felt  that this is the direction we need to 
go”.203 
Incentive to foreclose 
(127)  Based on the evidence available in the file and the results of the market 
investigation, the Commission cannot exclude that the Parties would have incentives to commercially bundle their Simulators and Radiotherapy Solutions (to the extent 
possible given the limited opportunities).
204 However, even if the Parties had 
incentives to engage in a commercial bundling strategy, for the reasons set out in the previous section, the Commission considers that such strategy would unlikely result 
in the foreclosure of competitors. 
Impact on competition 
(128)  Based on the evidence available in the file and the results of the market 
investigation, the Commission considers that the adoption of a bundling strategy by 
the new entity is unlikely to have a significant detrimental effect on competition in 
the relevant imaging and radiotherapy markets for the following reasons. 
(129)  First , although some competitors complained about the risk of commercial bundling 
resulting from the Transaction,205 the Commission recalls that the reduction in sales 
by competitors is not it itself a problem and raises concerns only if this reduction is 
significant enough.206 In this respect, as explained above,207 the evidence in the 
Commission’s file suggest that the Parties’ opportunities to bundle their Simulators 
and Radiotherapy Solutions will be rather limited since these are typically procured 
separately. It follows that, despite the high market shares of Siemens and Varian in 
the relevant markets/segments, the implementation of a bundling strategy by the 
combined entity is unlikely to reduce signif icantly the sales prospects of the Parties’ 
rivals in the relevant imaging and radiotherapy markets/segments and a fortiori  to 
reduce their ability to compete on thes e markets/segments. The above elements 
suggest that the Parties would not have the ability to successfully leverage any 
potential strength in any of the relevant imaging solutions and/or radiotherapy 
solutions markets. Any hypothetical bundling strategy of the combined entity is therefore unlikely to result in foreclosure of Siemens’ or Varian’s rivals. 
(130)  Second , the Commission notes that customers responding to the market investigation 
did not raise concerns as to the risk of a bundling strategy or its potential impact on 
their business or on the market .208 On the contrary, many of them stress that such 
commercial bundling could bring efficiencies (lower prices)209 and more generally 
expect the Transaction to result in innovation benefits for customers. For example, 
one customer pointed out that the Transaction could lead to “ increased product 
                                                 
203  Question 29.1 of questionnaire Q2 to customers. 
204  These limited opportunities may explain why, pre-Tr ansaction, (i) Varian does not bundle its various 
radiotherapy solutions and (ii) Siemens does not bundle its various Simulators. 
205  Question 34 of questionnaire Q1 to competitors. 
206  Non-Horizontal Merger Guidelines, paras.93 and 111. 
207  See para. (125) above. 
208  Question 29 of questionnaire Q2 to customers. 
209  Question 27.7.1 of questionnaire Q2 to customers. 
 
 
37 development ”210 while another customer expect the production of “ new features in 
the Siemens/Varian portfolio that will benefit patients”.211 Overall, the Transaction 
could be expected “ to have its main impact on pushing the technological 
innovation ”,212 which will ultimately benefit “ oncology patients within the EU ”.213 
(C) Conclusion 
(131)  In light of the above and the evidence available to the Commission, and in view of 
the outcome of the market investigation, the Commission considers that the 
Transaction is unlikely to raise serious doubts as to its compatibility with the internal market on the relevant imaging and radiotherapy markets as a result of commercial 
bundling practices.
214 
6. PROPOSED REMEDIES  
(132)  In order to render the Transaction compatib le with the internal market, the Notifying 
Party submitted a set of commitments under Article 6(2) of the Merger Regulation 
on 29 January 2021 (the “First Commitments”). The Commission market tested the First Commitments on 1 February 2021 in order to assess whether they were 
sufficient and suitable to remedy the serious doubts identified at Section in Section 
5.2.3 above. Following the feedback received from market test, amended 
commitments were submitted on 12 February 2021 (the “Final Commitments”). The 
Final Commitments are annexed to this Decision and form an integral part thereof.  
6.1. Framework for the assessment of the commitments 
(133)  Where a concentration raises serious doubts as regards its compatibility with the 
internal market, the merging parties may undertake to modify the concentration to 
remove the grounds for the serious doubts identified by the Commission. Pursuant to Article 6(2) of the Merger Regulation, where the Commission finds that, following 
modification by the undertakings concer ned, a notified concentration no longer 
raises serious doubts, it shall declare the co ncentration compatible with the internal 
market pursuant to Article 6(1)(b) of the Merger Regulation. 
(134)  As set out in the Commission Notice on  remedies acceptable under Council 
Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 
(the “Remedies Notice”)
215, the commitments have to eliminate the competition 
concerns entirely, and have to be comprehensive and effective from all points of 
view.216  
(135)  In assessing whether commitments will maintain effective competition, the 
Commission considers all relevant factors, including the type, scale and scope of the 
                                                 
210  Question 29.1 of questionnaire Q2 to customers. 
211  Question 27 of questionnaire Q2 to customers. 
212  Question 30 of questionnaire Q2 to customers. 
213  Question 30 of questionnaire Q2 to customers. 
214  For the sake of clarity, the outcome of the present assessment under the Merger Regulation is without 
prejudice to the application of other competition rules, including in particular Article 102 TFEU. 
215  OJ C 267, 22.10.2008, p. 1. 
216  Paragraph 9 of the Remedies Notice. 
 
 
38 proposed commitments, with reference to the structure and particular characteristics 
of the market in which the transaction is likely to significantly impede effective 
competition, including the position of the parties and other participants on the 
market.217 
(136)  In order for the commitments to comply with those principles, they must be capable 
of being implemented effectively within a short period of time. Concerning the form of acceptable commitments, the Merger Regulation gives discretion to the 
Commission as long as the commitments meet the requisite standard.  
(137)  When assessing the remedies proposed by the parties, the Commission has the duty 
to ensure that the remedies would be effective in practice. In order for the 
commitments to remove the competition concerns entirely and be comprehensive 
and effective, there has to be an effective implementation and ability to monitor the 
commitments.
218 Whereas divestitures once implemented do not normally require 
any further monitoring measures, other types of commitments require effective 
monitoring mechanisms in order to ensure that their effect is not reduced or even 
eliminated by the parties. Otherwise such commitments would have to be considered as mere declarations of intentions by th e parties and would not amount to binding 
conditions and obligations, as, due to the l ack of effective monitoring mechanisms, it 
is unlikely that the Commission would be able to detect any breach and, if necessary, 
to revoke the decision according to Article 8(6)(b) of the Merger Regulation or to 
impose fines as per Article 14(2)(d) of the Merger Regulation. 
(138)  Where
 the parties submit remedies proposals that are so extensive and complex that it is 
not possible for the Commission  to determine with the requisite degree of certainty, at 
the time of its decision, that they will be fu lly implemented and that they are likely to 
maintain effective competition in the market,  an authorisation decision cannot be 
granted. The Commission may reject such remed ies in particular on the grounds that the 
implementation  of the remedies cannot be effectively monitored and that the lack of 
effective monitoring diminishes, or even eliminates, the effect of the commitments proposed.
219 
(139)  It is against those principles that th e Commission assessed the viability, the 
effectiveness and the ability of the proposed commitments to entirely eliminate the 
serious doubts identified in Section 5.2.3 of this Decision. 
6.2. The First Commitments 
6.2.1.  Description of the First Commitments 
(140)  The First Commitments consist of a be havioural undertaking to ensure the 
interoperability between the combined entity’s and its rivals’ imaging/radiotherapy 
solutions, in particular between the following products: 
 Simulators and OIS/TPS (the “Simul ator and OIS/TPS Commitment”): The 
Notifying Party commits to ensure interoperability (i) between the Parties’ 
                                                 
217  Paragraph 12 of the Remedies Notice. 
218  Paragraph 13 of the Remedies Notice. 
219  Paragraph 14 of the Remedies Notice. 
 
 
39 Simulators220 and third-party OIS/TPS and (ii) between the Parties’ OIS/TPS 
and third-party Simulators, and in particular: 
− to provide rival suppliers with the information necessary to ensure the 
interoperability and the testing of interoperability (upon written request, without charge and on a non-discriminatory basis); 
− to commits to continue to support the DICOM standard (and its radiotherapy 
extension) in its Simulators, OIS and TPS. 
 Simulators and Imaging Motion Management devices (the “Simulator and 
Imaging Motion Management Commitment”): The Notifying Party commits to 
ensure interoperability between Siemens’ Simulators and third-party Imaging 
Motion Management devices, and in particular: 
− to maintain, upgrade and update the existing interfaces between the above 
products (on a non-discriminatory basis, free of charge for maintenance and 
at cost including a reasonable margin for updates and upgrades);  
− to provide rival suppliers with (i) technical documentation and information 
required to achieve interoperability; (i) reasonable feedback and technical 
guidance to ensure interoperability; and (iii) access to Siemens’ Simulators 
to enable Imaging Motion Management suppliers to perform the necessary 
tests of interoperability. These se rvices shall be provided on a non-
discriminatory basis, free of charge or at cost including a reasonable margin 
(depending on the service). 
(141)  More generally, the combined entity will refrain from implementing any features or 
functions (to its Simulators and/or OIS/TPS) that is designed to negatively affect the 
performance and functionality of third-party Simulators, OIS/TPS and/or Imaging 
Motion Management devices by degrading interoperability. Customers will also be 
provided with support to ensure the interoperability of the above-mentioned products 
on a non-discriminatory basis and on terms that are no less favourable than those 
provided to customers seeking to ensure interoperability between the combined 
entity’s products. 
(142)  The First Commitments are proposed to last 5 years in duration and apply to 
products that have obtained or are in the pr ocess of obtaining a CE mark in the EEA 
or the UK equivalent. The First Commitments would be supervised by a Monitoring 
Trustee and supported by a fast-track dispute resolution mechanism to promptly resolve disagreements that arise between the combined entity and suppliers of the 
products covered by the Simulator and OIS/TPS Commitment and Simulator and 
Imaging Motion Management Commitment. 
6.2.2.  The Notifying Party’s views 
(143)  The Notifying Party argues that the First Commitments would eliminate the 
Commission’s serious doubts in relation to the Transaction. In particular, the 
                                                 
220  Including CT simulators, MRI simulators and PET/Simulators, as well as the image processing software 
and other add-on options of features to these products. 
 
 
40 Notifying Party is of the view that the Simulator and OIS/TPS Commitment ensures 
and facilitates the continued interoperability between Siemens’ Simulators and the 
OIS/TPS of third party suppliers, and vice versa . In this respect, Siemens also 
submits that interoperability between Simulators and OIS/TPS is sufficient to ensure 
interoperability between Simulators and radiotherapy equipment (such as Linacs), 
which thus do not need to be included in the scope of the First Commitments.221 
Similarly, the Notifying Party considers that the Simulator and Imaging Motion 
Management Commitment ensures and facilitates the continued interoperability 
between Siemens’ Simulators and third-party Imaging Motion Management devices. 
6.2.3.  Assessment of the First Commitments 
(144)  The Commission initiated a market test of the First Commitments on 1 February 
2021 (the “Market Test”) to investigate the adequacy of the First Commitments in 
nature and in scope to resolve the competit ion concerns identified in Section 5.2.3 
above, as well as their viability and effectiveness. The Commission’s assessment of 
each of these elements in light of the results of the Market Test is as follows: 
(A) Scope and adequacy to address concerns 
(145)  According to the Remedies Notice, “ the commitments have to eliminate the 
competition concerns entirely and have to be comprehensive and effective from all 
points of view ”.222 
(146)  The results of the Market Test were largely positive regarding the suitability of the 
First Commitments to resolve the concerns arising from the Transaction: 
 Simulator and OIS/TPS Commitment: The majority of suppliers that expressed a 
view considered that the First Commitments would maintain interoperability 
between Siemens’ and rivals ’ Simulators and OIS/TPS.223 Moreover, the 
majority of respondents confirmed that ensuring the interoperability of 
Simulators with OIS TPS was sufficient to ensure that Simulators would be interoperable with radiotherapy equipment (such as Linacs).
224  
 Simulator and Imaging Motion Management Commitment: Similarly, the 
majority of suppliers that expresse d a view confirmed that the First 
Commitments are suitable and sufficient to resolve the potential interoperability concerns between Siemens’ Simulators and rivals’ Imaging Motion 
Management devices.
225 
                                                 
221  See footnote 107 above. 
222  Paragraph 9 of the Remedies Notice. 
223  Questions 10-12 of questionnaire R1 to competitors. 
224  Questions 4 of questionnaire R1 to competitors. 
225  Questions 11-12 of questionnaire R1 to competitors. In addition, some respondents noted that the First 
Commitments would not address the risk that, post-Transaction, the combined entity may seek to degrade interoperability between its radiotherapy equipment (such as Linacs) and third parties’ OIS/TPS, or vice 
versa . A similar concern was raised regarding the risk that the combined entity may seek to degrade 
interoperability between its Radiotherapy Solutions and third parties’ Treatment Motion Management devices. However, as previously explained, these concerns do not appear to be merger-specific (see 
 
 
 
41 (147)  The Market Test confirmed that the mechanisms envisaged in the First 
Commitments to ensure interoperability ( i.e. the disclosure of information, provision 
of technical assistance, provision of non-discriminatory assistance to customers, 
maintenance/update/upgrade of existing interfaces and adherence to the DICOM 
standard) are sufficiently clear and exhaustive to ensure an efficient, safe and reliable 
interoperability, and that the concept of interoperability is clearly defined.226 
(148)  However, the results of the Market Test strongly indicated that a duration of 5 years 
for the First Commitments would not be sufficient to protect competition in the 
relevant imaging and radiotherapy markets.227 The large majority of respondents that 
expressed a view confirmed that this period would be insufficient, noting that: (i) 
market conditions are unlikely to have changed sufficiently in 5 years as to remove the need for commitments to ensure interoperability with the Parties’ products, (ii) 
the average lifetime of the relevant imaging and radiotherapy products can be 10 
years or more, and (iii) the typical lead ti me for the development of new products is 
such that by the time the combined entity brings new imaging or radiotherapy 
solutions to market the First Commitments may be close to expiring (or may have 
expired). The vast majority of respondents indicated that in order to effectively 
address the interoperability concerns, the First Commitments should last at least 15 
years, and some players even indicated that they should have an unlimited 
duration.
228  
(149)  In light of the above, the Commission c onsiders that the First Commitments would 
be suitable in nature to remove the serious doubts arising from the Transaction, but 
the limited duration proposed means that th e First Commitments are not sufficiently 
comprehensive to remove these doubts. 
(B) Viability and effectiveness of the First Commitments 
(150)  As noted above, the Market Test generally confirmed the suitability of the First 
Commitments to resolve the competition concerns. However, the Market Test also pointed to certain shortcomings of the First Commitments that could impact the 
viability and effectiveness of the proposed remedy.  
(151)  First , respondents to the Market Test identified that it would be important not only 
for information necessary to ensure interoperability to be provided to suppliers who 
request it, but also that the same suppliers be automatically provided with updates to that information without undue delay.
229 This would preserve the ongoing ability for 
rival suppliers to ensure interoperability during the lifetime of the commitments. 
(152)  Second , the Market Test indicated that the requirement contained in the Simulator 
and Imaging Motion Management Commitment to provide reasonable feedback and 
                                                                                                                                                      
footnote 158 above). Accordingly, these concerns do not affect the efficacy of the First Commitments to 
eliminate the serious doubts identifie d as arising from the Transaction. 
226  Questions 2 and 5 of questionnaire R1 to competitors. 
227  Question 9 of questionnaire R1 to competitors. 
228  Question 9.1 of questionnaire R1 to competitors. 
229  Question 5 of questionnaire R1 to competitors. 
 
 
42 technical guidance to facilitate testing activities should also be included as part of the 
Simulator and OIS/TPS Commitment, to grant the same level of protection.230 
(153)  Third , the results of the Market Test pointed to a concern that the effectiveness of the 
First Commitments might be circumvented through communications made by the 
combined entity regarding the (possible lack of) interoperability between its 
Simulators, OIS/TPS and/or Imaging Moti on Management devices and those of 
rivals.231 Similarly, respondents considered that, having completed the necessary 
testing and validation, “ the third party vendor must be allowed to communicate 
openly, in marketing and with customers, that their products are interoperable with the Varian/Siemens products in question. Varian/Siemens must not impose any 
restrictions on the third party to make such statements ”.
 232 
(154)  Fourth , respondents to the Market Test identified that the combined entity may seek 
to develop a product that combines imagi ng processing software with OIS and/or 
TPS, and that in this situation the interoperability obligations in the First 
Commitments would not necessarily be effective in ensuring that Simulators are 
interoperable with Radiotherapy Solutions  (as independent OI S/TPS software as 
such may not be required).233 
(155)  Fifth , the Market Test indicated that it would be appropriate for the First 
Commitments to apply not only to (third-party) products which have obtained or 
have commenced the formal regulatory process to obtain a CE mark in the EEA (or the UK equivalent), but to products for which there is a clear and demonstrated 
intention to obtain such a mark.
234 This is as otherwise the information or assistance 
necessary to ensure interoperability would be received too late in the product 
development process to be effectively actionable. 
(156)  Sixth , on the whole the Market Test confirmed that the disclosure mechanisms and 
the monitoring and enforcement mechanisms in the First Commitments are adequate. 
However, respondents noted that to ensure the effectiveness and timely 
implementation of the remedy the time granted to the combined entity to respond to 
requests for interoperability in formation should be shortened.235 
(157)  Other than the above, the Market Test did not give rise to any reasons to doubt the 
viability and effectiveness of the First Commitments.  
                                                 
230  Questions 5-6 of questionnaire R1 to competitors. 
231  Question 6 of questionnaire R1 to competitors. 
232  Question 6 of questionnaire R1 to competitors. 
233  Question 4 of questionnaire R1 to competitors. As one respondent explained: “ Further interoperability 
must also be ensured between Medical Imaging Solutions and radiotherapy hardware, as OIS/TPS software is not necessarily needed to link these two stages of the oncology treatment process. For 
example, the already available Siemens Healthineers syngo Via RT Image Suite provides for 
functionalities such as contouring, dose accumulation analysis and [radiotherapy] workflow integration management, which traditionally has been included in TPS/OIS. [COMPANY] expects that this will 
further be developed towards an integrated software solution combining Imaging software with TPS and 
potentially OIS ”. 
234  Question 8 of questionnaire R1 to competitors. 
235  Questions 3 and 12 of questionnaire R1 to competitors. For completeness, two respondents suggested that 
the time period for the fast track dispute resolution could be shortened to expedite the process. However, 
this concern was not raised by other respondents, who did not identify any need for additional protections for third party suppliers as part of the Commitments ; accordingly, no amendment is considered necessary. 
 
 
43 6.3. The Final Commitments 
6.3.1.  Description of the Final Commitments 
(158)  In response to the Commission's feedback regarding the outcome of the Market Test 
and its preliminary assessment, the Notifying Party submitted the Final 
Commitments on 12 February 2021. The Final Commitments represent an amended version of the First Commitments, with the following main changes seeking to 
address the shortcomings identified above.
236 
 The duration of the Final Commitments has been increased to an initial term of 
10 years, which, can be extended for a further 5 year period by the Commission 
(if it is considered necessary to address the serious doubts identified in this 
Decision),  having afforded the combined entity the opportunity to make 
submissions in this regard.  
 Suppliers who request interoperability information from the combined entity 
will also automatically receive updates to that information without undue delay. 
 The requirement contained in the Simulator and Imaging Motion Management 
Commitment to provide reasonable feedback and technical guidance is also be included as part of the Simulator and OIS/TPS Commitment. 
 The combined entity shall be prevented from imposing any restrictions on third-
party suppliers’ ability to communicate in  accordance with applicable laws on 
the interoperability between their Simu lators, OIS/TPS and/or Imaging Motion 
Management devices products and those of the combined entity, and the 
combined entity shall refrain from proactively communicating on the (potential) 
lack of such interoperability unless the (potential) lack of interoperability can be 
demonstrated by means of a reasoned submission to the Monitoring Trustee. 
 The Simulator and OIS/TPS Commitment shall also apply between Simulators 
and radiotherapy equipment (namely Linacs, Brachytherapy and proton therapy 
equipment) to the extent they directly interact to ensure the ongoing 
interoperability of the imaging solution functionality. 
 The scope of the Final Commitments sha ll cover products that have obtained a 
CE mark in the EEA (or the UK equivalent) or taken steps to do so (including 
steps undertaken during the design and development phases in preparation for the regulatory approval, even though such steps may take place before the 
regulatory process is initiated). 
 The period of time in which the combined entity must respond to a request for 
interoperability information has been reduced.  
(159)  All of these changes have been incorporated into and form an integral part of the 
Final Commitments annexed to this Decision. 
                                                 
236  The Final Commitments also included certain clarificatory modifications that were not of major 
significance and so are not discussed in this decision.  
 
 
44 6.3.2.  Assessment and conclusion on the Final Commitments  
(160)  The amendments introduced by the Notifying Party into the Final Commitments 
resolve all of the concerns that the Commission had regarding the First Commitments. Accordingly, based on the information available to it, the 
Commission is satisfied that the Final Commitments are feasible, viable, effective 
and adequate to remove the identified competition concerns. 
(161)  The Final Commitments ensure the ongoing, long-term interoperability of rivals’ 
Simulators with Radiotherapy Solutions of the combined entity. Likewise, the interoperability of third parties’ Radiotherapy Solutions with the combined entity’s 
Simulators is assured on a long-term basis.  The Final Commitments are effective and 
have sufficient safeguards to ensure that the combined entity would be prevented 
from engaging in the foreclosure strategies that gave rise to the Commission’s 
serious doubts. As a result, different s uppliers’ products will continue to work 
together efficiently, reliably and safely. Hospitals in the EEA/UK will continue to 
enjoy the ability to mix and match imaging and radiotherapy devices and 
components from those suppliers they prefer on the merits of the supplier’s product.  
(162)  Moreover, the Final Commitments have effective and timely compliance and 
monitoring mechanisms. The Commission will be able to monitor compliance 
through the appointment of an independent trustee. In addition, third parties would 
have recourse to a fast track dispute resolution procedure, which would enable third parties to receive speedy and effective adjudication through independent arbitrators. 
Importantly, the Commission would retain control of the procedure as the arbitrators 
would have to seek and be bound by the Commission's interpretation of the 
Commitments where necessary. 
(163)  Accordingly, the Commission concludes that the Final Commitments entered into by 
the undertakings concerned and as subm itted to the Commission on 12 February 
2021 are sufficient to eliminate the serious doubts identified by the Commission in 
relation to interoperability issues identified in Section 5.2.3.  
6.4. Conclusion on remedies 
(164)  Under the first sentence of the second subpa ragraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis-à-vis the Commission with a view to rendering a notified 
concentration compatible with the internal market.  
(165)  The achievement of the measure that gives rise  to the structural change of the market 
is a condition, whereas the implementing steps which are necessary to achieve this result are generally obligations on the Parties. Where a condition is not fulfilled, the 
Commission’s decision declaring the concentration compatible with the internal 
market no longer stands.
237 Where the undertakings concerned commit a breach of 
an obligation, the Commission may revoke the clearance decision in accordance with 
Article 8(6) of the Merger Regulation. The undertakings concerned may also be 
                                                 
237  See recital 31 of the Merger Regulation and para. 20 of the Remedies Notice. 
 
 
45 subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the 
Merger Regulation.  
(166)  In accordance with the distinction described in the previous paragraph, the Decision 
in this case is conditioned on the full compliance with the requirements set out in 
Sections B and C of the Final Commitments, which constitute conditions. The 
remaining requirements set out in the other Sections of the Final Commitments constitute obligations, as they concern the implementing steps that are necessary to 
achieve the modifications sought in a manner compatible with the internal market.  
(167)  The full text of the Final Commitments is annexed to this Decision and forms an 
integral part thereof. 
7. C
ONCLUSION  
(168)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full compliance with the conditions in Sections B and C of the Final Commitments 
annexed to the present Decision and with the obligations contained in the other 
sections of the said Final Commitments. This Decision is adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation and Article 
57 of the EEA Agreement. 
 
For the Commission 
 
 (Signed) 
Margrethe VESTAGER 
Executive Vice-President 
 
1 
 COMMITMENTS TO THE EUROPEAN COMMISSION  
1. Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Siemens Healthineers AG hereby enters into the following 
Commitments (the “ Commitments ”) vis-à-vis the European Commission (the 
“Commission ”) with a view to render the acquisition of sole control over Varian 
Medical Systems, Inc. (“ Varian ”) by Siemens Healthineers AG (the 
“Concentration ”) compatible with the internal market and the functioning of the 
EEA Agreement.  
2. This text shall be interpreted in light of the Commission’s decision pursuant to 
Article 6(2) of the Merger Regulation to declare the Concentration compatible with 
the internal market and the functi oning of the EEA Agreement (the “ Decision ”), in 
the general framework of European Union law, in particular in light of the Merger 
Regulation, and by reference to the Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “ Remedies Notice ”). 
3. The Commitments shall take effect upon the Effective Date, provided that if the 
completion of the Concentration does not subsequently take place, Siemens 
Healthineers AG shall not be bound by these Commitments. 
SECTION
 A - DEFINITIONS 
4. For the purpose of the Commitments, the following terms shall have the following 
meaning: 
Affiliated Undertakings: undertakings controlled by the Siemens Healthineers 
and/or by the ultimate parents of Siem ens Healthineers, whereby the notion of 
control shall be interpreted pursuant to Ar ticle 3 of the Merger Regulation and in 
light of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of  concentrations between undertakings 
(the “ Consolidated Jurisdictional Notice ”). 
Anzai : Anzai Medical Co., Ltd. 
Anzai Interface : existing interface between Siem ens Healthineers’ Medical Imaging 
Solutions and Anzai’s MM Imaging Devices composed of a hardware and a software interface. 
Certification: a declaration under Article 12 of the Medical Device Directive 
and/or any certification customarily requested by Customers in relation to Interoperability.  
Closing Date : closing date of the Concentration. 
 
 
2 Conflict of Interest : any conflict of interest that impairs the Monitoring Trustee’ 
objectivity and independence in discharging its duties under the Commitments. 
CT Scanner : computed tomography scanners. 
Customer: an entity that owns and/or operates a Siemens Healthineers’ Medical 
Imaging Solution, OIS, TPS and/or MM Imaging Device.   
DICOM Data : images and associated objects (including RT objects), each as 
defined in the Standard, produced and/or processed by Siemens Healthineers’ 
Medical Imaging Solutions, OIS, and TPS that are currently commercially available 
or that may be developed by Siemens Healthineers in the future, and that are 
required to fulfil the product’s respective intended purpose in the field of radiation 
therapy.  
DICOM Standard or DICOM : Digital Imaging and Communications in Medicine 
standard to transmit, store, retrieve, print, process, and display medical imaging 
information, including its radiotherapy extension (DICOM RT). 
Disclosed by Appropriate Means : communicate the fact that a new Siemens 
Healthineers’ Medical Imaging Solution, OI S or TPS has been developed (including, 
but not limited to the development of a new product, an updated/upgraded version of 
an existing product, a new image, a new fu nctionality and/or any other type of new 
features), either in industry publications, industry events ( e.g., industry conferences), 
relevant DICOM Committee meetings, or di rectly to third party Vendors of Medical 
Imaging Solutions, OIS, TPS and MM Imaging Devices and, in any event, no later than completion of product development (i.e. the time of submission of the CE-marking application (if applicable) or UK-equivalent (if applicable)). 
End of Support Status: the point in time when the manufacturer ceases to 
guarantee the availability of parts, mainte nance, service or updates, e.g., due to 
product age, lack of personnel, obsolesce nce of parts or software components.  
Imaging Processing Software : software used to process medical images.  
Interoperability : for the purpose of the Commitments, Interoperability means the 
ability of two or more devices, including hardware and/or software, from the same 
manufacturer or from different manufacturers to interact reliably and safely in a way 
that enables each device to fully achieve its intended purpose in the field of radiation 
therapy, including, but not limited to, by (a) exchanging information and mutually using the information that has been exchanged for the correct execution of a specified function without changing the content and/or format of the data, (b) 
communicating with each other, and (c) working together as intended.  
Medical Imaging Solutions: CT Scanners, PET CT Scanners, MRI Scanners, and 
Imaging Processing Software, as well as add-on options or features to these products, 
currently or in the future commercially available whose intended purpose includes to 
assist in the planning of radiation therapy. 
 
 
3 MM Imaging Device : motion management devices used with Medical Imaging 
Solutions to track and manage a patient’s motion while the image is acquired during 
the radiation therapy simulation.  
MM Imaging Device Interface : interface whose intended purpose is to connect a 
Medical Imaging Solution with an MM Imaging Device composed of a hardware 
and a software interface.  
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by 
the Commission and appointed by Siemens Healthineers, and who has/have the duty 
to monitor compliance with the obligations attached to the Decision. 
MRI Scanner: magnetic resonance imaging scanners. 
OIS: software whose primary intended purpose is to manage and process an 
oncology department’s administrative and clinical patient data for radiation therapy 
purposes.  
Open Interface : existing interface between Siemens Healthineers’ Medical Imaging 
Solutions and MM Imaging Devices of Vendors composed of hardware and a software interface. 
Open Interface Documentation : documentation (in electronic and/or written form) 
with information about the technical specifications of the Open Interface.  
PET CT Scanners: positron emission tomography CT scanners.  
Required Imaging Information : information in the possession of or otherwise 
known to Siemens Healthineers required to ensure the Interoperability between 
Siemens Healthineers’ Medical Imaging Solutions and any Vendor’s OIS, TPS 
and/or MM Imaging Devices, including, but not limited to, information on DICOM Data (including necessary information or e xplanations about such data) as well as 
information on how Siemens Healthineers interprets or implements the DICOM  
Standard, each provided in electronic and/or written form.  
Required MM Information:  information in the possession of or otherwise known 
to Siemens Healthineers required to ensure Interoperability between Siemens 
Healthineers’ Medical Imaging Solutions and Vendor’s MM Imaging Devices in 
electronic and/or written form. 
Required Treatment Information: information in the possession of or otherwise 
known to Siemens Healthineers required to ensure the Interoperability between Siemens Healthineers’ OIS and/or TP S and any Vendor’s Medical Imaging 
Solutions, including, but not limited to, information and explanation on how 
Siemens Healthineers’ OIS and/or TPS consume DICOM Data as well as 
information on how Siemens Healthineers interprets or implements the DICOM 
Standard, each provided in electronic and/or written form. 
RT: radiation therapy. 
 
 
4 RT Equipment : Linear accelerators, Brachytherapy equipment and Proton therapy 
equipment. 
Siemens Healthineers: Siemens Healthineers AG and its affiliated undertakings, 
including Varian Medical, Inc. and its a ffiliated undertakin gs post-transaction.  
Timely Manner : without undue delay and, at the latest, within 20 Working Days 
from receiving a Written Request.  
TPS: software whose primary intended purpose is to generate a plan for the delivery 
of radiation therapy to oncology patients. 
Working Days : days as defined in Commission Regulation (EC) No 802/2004 of 
21 April 2004 implementing Council Regulation (EC) No 139/2004 on the control 
of concentrations between undertakings. 
Written Request : request made by electronic means to the following email 
addresses of Siemens Healthineers: DICOM-RT_interop.func@siemens-healthineers.com (for requests under Section B.1 and requests under Section B.3 
related to Section B.1) and  (for request s under Section B.2 and requests under 
Section B.3 related to Section B.2). The Written Request must contain sufficient 
information on the Interoperability issue fo r Siemens Healthineers to discharge its 
obligations under these Commitments; Siemens Healthineers shall inform Vendor 
without undue delay, but no later than 10 Working Days, if this is not the case. 
Vendor : third party  vendor of the relevant devices (including hardware and 
software). 
SECTION
 B – COMMITMENTS    
B.1 – Medical Imaging Solutions and OIS/TPS  
5. Siemens Healthineers shall, in a Timely Manner, upon a Written Request, without 
charge or other form of consideration, on  a non-discriminatory basis, and in English 
language: 
a. provide to a Vendor of OIS and/or TPS the Required Imaging Information 
necessary to ensure Interoperability, the testing and Certification of Interoperability, between the requesting Vendor’s OIS and/or TPS and Siemens Healthineers’ Medical Imaging Solutions; provided, however, with respect to a new product development nothing therein shall require Siemens 
Healthineers to provide the Required Imaging Information before it has been 
Disclosed by Appropriate Means; and 
b. provide to a Vendor of Medical Imagi ng Solutions the Required Treatment 
Information necessary to ensure Interoperability, the testing and Certification 
of Interoperability, between the requesting Vendor’s Medical Imaging 
Solutions and Siemens Healthineers’ OIS and/or TPS; provided, however, 
with respect to a new product development nothing therein shall require 
 
 
5 Siemens Healthineers to provide the Required Treatment Information before 
it has been Disclosed by Appropriate Means. 
6. In the event of any relevant modifications to the Required Imaging Information and 
the Required Treatment Information that could have an impact on Interoperability, 
Siemens Healthineers shall provide updates to the Required Imaging Information 
and the Required Treatment Information automatically to the Vendors previously 
provided with any such information without undue delay. 
7. Siemens Healthineers shall, upon Written Request, at cost and including a 
reasonable margin, in a timely fashion and on a non-discriminatory basis, provide 
reasonable feedback and technical guidance, including for example to facilitate 
testing and Certification activities, to Vendors of Medical Imaging Solutions and/or 
OIS and/or TPS that is necessary to ensure Interoperability (i) between Siemens 
Healthineers’ Medical Imaging Solutions and Vendors’ OIS and/or TPS and (ii) 
between Siemens Healthineers’ OIS and/or TPS and Vendors’ Medical Imaging Solutions. 
8. Siemens Healthineers shall refrain from implementing any features or functions to 
its Medical Imaging Solutions or to the wa y they interact with Vendors’ OIS and/or 
TPS that are designed to negatively affe ct the performance and functionalities of 
Vendors’ OIS and/or TPS, or Siemens Healthineers’ Medical Imaging Solutions 
used in combination with such Vendors’ OIS and/or TPS, by degrading Interoperability. Siemens Healthineers shall refrain from implementing any features or functions to its OIS and TPS or to th e way they interact with Vendors’ Medical 
Imaging Solutions that are designed to negatively affect the performance and 
functionalities of Vendors’ Medical Imaging Solutions, or Siemens Healthineers’ 
OIS and/or TPS used in combination with such Vendors’ Medical Imaging 
Solutions, by degrading Interoperability. 
9. Siemens Healthineers (i) shall not impose any restrictions on the Vendors’ ability to 
communicate in accordance with applicable laws on the Interoperability between 
their OIS and/or TPS and Siemens Healthin eers’ Medical Imaging Solutions; and (ii) 
shall refrain from actively communicating on the lack of Interoperability (or 
potential lack of Interoperability) betwee n Vendors’ OIS and/or TPS and Siemens 
Healthineers’ Medical Imaging Solutions unl ess the lack of Interoperability (or 
potential lack of Interoperability) can be demonstrated by Siemens Healthineers by 
means of a reasoned and documented submission to the Monitoring Trustee. For the avoidance of doubt, the above shall not prevent Siemens Healthineers from passively communicating on Interoperability in response to a Customer request in accordance 
with applicable laws. Nothing therein shall limit Siemens Healthineers’ ability to 
comply with applicable laws, including its regulatory duties as a Medical Device 
manufacturer. 
10. Siemens Healthineers (i) shall not impose any restrictions on the Vendors’ ability to 
communicate in accordance with applicable laws on the Interoperability between 
 
 
6 their Medical Imaging Solutions and Siemens Healthineers’ OIS and/or TPS; and (ii) 
shall refrain from actively communicating on the lack of Interoperability (or 
potential lack of Interoperability) between Vendors’ Medical Imaging Solutions and 
Siemens Healthineers’ OIS and/or TPS unless the lack of Interoperability (or 
potential lack of Interoperability) can be demonstrated by Siemens Healthineers by means of a reasoned and documented submission to the Monitoring Trustee. For the avoidance of doubt, the above shall not prevent Siemens Healthineers from passively 
communicating on Interoperability in response to a Customer request in accordance 
with applicable laws. Nothing therein shall limit Siemens Healthineers’ ability to 
comply with applicable laws, including its regulatory duties as a Medical Device 
manufacturer. 
11. Siemens Healthineers shall provide, on a non- discriminatory basis, Customers with 
support to ensure Interoperability betwee n (i) Vendor’s OIS and/or TPS and Siemens 
Healthineers’ Medical Imaging Solutions, or (ii) Vendor’s Medical Imaging Solutions and Siemens Healthineers’ OIS and/or TPS, at a level, timeline, and on 
terms that are no less favourable than those provided to Customers that use Siemens 
Healthineers’ Medical Imaging Solutions with Siemens Healthineers’ OIS and/or TPS.  
12. Siemens Healthineers shall continue to  support the DICOM Standard (and its RT 
extension) in its Medical Imaging Solutions, OIS, and TPS and continue to 
contribute as a member of the corresponding DICOM and IHE organs, and in 
particular to participate in the yearly IHE-RO connectathons.  
13. Interoperability between (i) Siemens Healthineers’ Medical Imaging Solutions and 
Vendor’s OIS and/or TPS and (ii) Siem ens Healthineers’ OIS and/or TPS and 
Vendor’s Medical Imaging Solutions shall be ensured by support of the DICOM 
Standard (and its RT extension) to the greatest extent possible. In particular, 
Siemens Healthineers shall not be required to implement the Commitments under Section B.1. in a way that could prevent conformance of its Medical Imaging 
Solutions, OIS and/TPS with the DICOM Standard, or with respect to Vendor’s 
Medical Imaging Solutions, TPS, and/or OIS that do not conform to the DICOM 
Standard.  
14. If Siemens Healthineers combines its Medi cal Imaging Solutions with other products 
(e.g. OIS or TPS), the Section B.1 provisions and the other relevant provisions of the 
Commitments would remain applicable to the Medical Imaging Solution functionality of such a combined product.  
15. The Section B.1 provisions and the other relevant provisions of the Commitments 
shall also remain applicable with respect to the Medical Imaging Solution 
functionality between Siemens Healthin eers’ Medical Imaging Solutions and 
Vendors’ RT Equipment to the exte nt that they directly interact. 
 
 
7 B.2 – Medical Imaging Solutions and MM Imaging Device 
16. Siemens Healthineers shall, on a non-discriminatory basis, maintain, without charge 
or other form of consideration, and update and upgrade, at cost and including a reasonable margin:  
a. The existing Anzai Interface between Siemens Healthineers’ existing and 
future Medical Imaging Solutions and Anzai’s existing and future MM 
Imaging Devices to achieve Interoperability between them; and 
b. The existing Open Interface between Siemens Healthineers’ existing and 
future Medical Imaging Solutions and Vendor’s existing and future MM 
Imaging Devices to achieve Interoperability between them. 
17. The Commitments in Section B.2 shall apply to Siemens Healthineers’ Medical 
Imaging Solutions currently commercially available incorporating the Anzai Interface or Open Interface and to Medical Imaging Solutions interfacing with MM Imaging Device that Siemens Health ineers may market in the future. 
18. Siemens Healthineers shall, upon Writte n Request, free of charge or other 
consideration, on a non-discriminatory basis, and in English language, provide Open Interface Documentation and/or Required MM Information to Vendors of MM 
Imaging Devices to enable them to achieve Interoperability between Siemens 
Healthineers’ Medical Imaging Solutions and their MM Imaging Devices. In the 
event of any relevant modifications to the Open Interface Documentation and/or 
Required MM Information that could have an impact on Interoperability, Siemens 
Healthineers shall provide updates to th e Open Interface Documentation and/or 
Required MM Information automatically to the Vendors previously provided with 
any such information without undue delay. 
19. Siemens Healthineers shall, upon Written Request, at cost and including a 
reasonable margin, without undue dela y and on a non-discriminatory basis, 
cooperate with Vendors of MM Imaging Devices to provide reasonable feedback and technical guidance, including facilitate testing and validation activities, to ensure Interoperability between Siemens Healthineers’ Medical Imaging Solutions and their MM Imaging Devices through the Open Interface or the Anzai Interface. This may include reasonable feedback and technical guidance for the purpose of issuing a 
declaration under Article 12 of th e Medical Device Directive. 
20. Siemens Healthineers shall refrain from implementing any features or functions to 
its Medical Imaging Solutions or to the way they interact with Vendors’ MM 
Imaging Devices that is designed to negatively affect the performance and functionalities of Vendors’ MM Imaging De vices, or Siemens H ealthineers’ Medical 
Imaging Solutions used in combination with such Vendor MM Imaging Devices, by degrading Interoperability. 
21. Siemens Healthineers (i) shall not impose any restrictions on the Vendors’ ability to 
communicate in accordance with applicable laws on the Interoperability between their MM Imaging Devices and Siemens He althineers’ Medical Imaging Solutions; 
 
 
8 and (ii) shall refrain from actively communica ting on the lack of Interoperability (or 
potential lack of Interoperability) between Vendors’ MM Imaging Devices and 
Siemens Healthineers’ Medical Imaging Solutions  unless the lack of 
Interoperability (or potential lack of In teroperability) can be demonstrated by 
Siemens Healthineers by means of a reasoned and documented submission to the Monitoring Trustee. For the avoidance of doubt, the above shall not prevent Siemens Healthineers from passively communicating on Interoperability in response to a 
Customer request in accordance with app licable laws. Nothing therein shall limit 
Siemens Healthineers’ ability to comply with applicable laws, including its 
regulatory duties as a Medical Device manufacturer. 
22. Siemens Healthineers shall, upon Written Request, for a reasonable period, and at 
cost, provide or facilitate access to a Siemens Healthineers’ Medical Imaging 
Solutions or a reasonable facsimile ther eof, to enable Vendors of MM Imaging 
Devices to perform the necessary tests of Interoperability between their MM Imaging Devices and Siemens Healthin eers’ Medical Imaging Solutions.  
23. Siemens Healthineers shall provide, on a non- discriminatory basis, Customers with 
support to ensure Interoperability between Vendor’s MM Imaging Device and 
Siemens Healthineers’ Medical Imaging Solutions at a level, timeline, and on terms that are no less favourable than those provided to Customers that use Siemens Healthineers’ Medical Imaging Solutions with Siemens Healthineers’ MM Imaging 
Devices.  
B.3 – Common Provisions  
24. Nothing in these Commitments shall be interpreted to require Siemens Healthineers 
to provide confidential information that is not necessary to ensure Interoperability between (i) Vendor’s OIS and/or TPS and Siemens Healthineers’ Medical Imaging 
Solutions, or (ii) Vendor’s Medical Imag ing Solutions and Siemens Healthineers’ 
OIS and/or TPS. 
25. These Commitments do not apply to Medical Imaging Solutions, OIS, TPS, and MM 
Imaging Devices that have reached End of Support Status. 
26. Siemens Healthineers shall, upon Written Request, keep all information received 
from the requesting Vendor in the context of the Commitments in Sections B.1 and 
B.2 confidential and shall use this information only to discharge its obligations under 
these Commitments and for no other purpose. 
27. Siemens Healthineers may request that a third party receiving information according 
to the Commitments in Sections B.1 and B.2 be bound by a confidentiality agreement obliging that party to use the information for purposes directly related to the Commitments and for no other purpose. In case of disagreement concerning the 
terms of the confidentiality agreement, the Commission shall have the power to 
decide its terms and Siemens Healthineers undertakes that it will enter into such 
agreement as required by the Commission. 
 
 
9 28. Siemens Healthineers shall advertise the email address for Written Requests on its 
website in an easily visible position and publish a version of the Commitments on its 
website (any redactions must be approved by the Commission). 
29. Nothing in these Commitments shall be interpreted in a way that prevents Siemens 
Healthineers from developing new products and/or integrated systems, provided that 
these new products and/or integrated system s retain Interoperability with Vendor’s 
devices and software, in accordance with the provisions of the Commitments in Section B above.  
SECTION
 C – DURATION  AND  SCOPE   
30. The Commitments shall be in force for a period of (10) years from the Closing Date. 
The Commission may, during the final year of  the initial (10) year period, decide to 
extend the duration of the Commitments for an additional period of up to (5) years if 
such extension is necessary to address the competition concerns identified in the 
merger clearance decision to which the Commitments are attached. Before extending 
the duration of the Commitments, the Commission must afford Siemens 
Healthineers the possibility to submit its views in writing and orally at least eight weeks prior to taking a position on the necessity of an extension. 
31. The Commitments shall apply to Medical Imaging Solutions, TPS, OIS and MM 
Imaging Devices that have obtained or are in the process of obtaining or have taken 
steps to obtain a CE mark in the EEA or the UK equivalent or to functions/features of Medical Imaging Solutions, TPS, OIS and MM Imaging Devices products that have obtained or are in the process of obtaining or have taken steps to obtain a CE mark in the EEA or the UK equivalent or that do not require a CE mark to be commercialized in the EEA. 
32. If the Concentration is abandoned, unwound or otherwise terminated, the 
Commitments shall automatically cease to apply. 
SECTION
 D – MONITORING  TRUSTEE 
D.1 – Appointment  
33. Siemens Healthineers shall appoint a Monitoring Trustee to carry out the functions 
specified in these Commitments for a Monitoring Trustee. Siemens Healthineers commits not to close the Concentration before the appointment of a Monitoring Trustee. 
34. The Monitoring Trustee shall: 
a. at the time of appointment, be independent of Siemens Healthineers; 
b. possess the necessary qualifications to carry out its mandate; and 
 
 
10 c. neither have nor become exposed to a Conflict of Interest. 
35. The Monitoring Trustee shall be remunerated by Siemens Healthineers in a way that 
does not impede the independent and effective fulfilment of its mandate. 
Proposal by Siemens Healthineers 
36. No later than (2) weeks after the Effective Date, Siemens Healthineers shall submit 
the name or names of one or more natural or legal persons whom Siemens 
Healthineers proposes to appoint as the Monitoring Trustee to the Commission for 
approval. The proposal shall contain suffi cient information for the Commission to 
verify that the person or persons proposed as Monitoring Trustee fulfil the requirements set out in paragraph 34 and shall include: 
a. the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Monitoring Trustee to fulfil its duties under the 
Commitments; and 
b. the outline of a work plan which describes how the Monitoring Trustee 
intends to carry out its assigned tasks. 
Approval or rejection by the Commission 
37. The Commission shall have the discretion to approve or reject the proposed 
Monitoring Trustee(s) and to approv e the proposed mandate subject to any 
modifications it deems necessary for the Trustee to fulfil its obligations. If only one 
name is approved, Siemens Healthineers shall appoint or cause to be appointed the 
person or persons concerned as Monitoring Trustee, in accordance with the mandate 
approved by the Commission. If more than one name is approved, Siemens Healthineers shall be free to choose the Monitoring Trustee to be appointed from 
among the names approved. The Monitoring Trustee shall be appointed within one week of the Commission’s approval, in accordance with the mandate approved by the Commission. 
New proposal by Siemens Healthineers 
38. If all the proposed Monitoring Trustees ar e rejected, Siemens Healthineers 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 33 and 37 of the 
Commitments. 
Monitoring Trustee nominated by the Commission 
39. If all further proposed Monitoring Trustees  are rejected by the Commission, the 
Commission shall nominate a Monitoring Trustee, whom Siemens Healthineers shall appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission. 
 
 
11 D.2 – Functions of the Monitoring Trustee  
40. The Monitoring 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 Monito ring Trustee or Siemens Healthineers, give 
any orders or instructions to the Monitoring Trustee in order to ensure compliance 
with the conditions and obligations attached to the Decision. 
 
Duties and obligations of the Monitoring Trustee 
41. 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. Monitor compliance by Siemens Healthineers with the conditions and 
obligations attached to the Decision; 
c. Propose to Siemens Healthineers such measures as the Monitoring Trustee 
considers necessary to ensure Siemens Healthineers’ compliance with the 
conditions and obligations attached to the Decision; 
d. Act as a contact point for any requests by third parties, in relation to the 
Commitments; 
e. Subject to the fast track dispute resolution mechanism provided for in Section 
E below, broker a resolution of any dispute that would arise between Siemens Healthineers and a Vendor of a Medical Imaging Solution, OIS, TPS, or MM Imaging Device regarding compliance with the conditions and obligations set out in Section B if Si emens Healthineers and the Vendor are 
unable to resolve the dispute within a period of thirty (30) working days from 
the date Siemens Healthineers is contacted in writing regarding the dispute; 
f. Provide to the Commission, sending Siemens Healthineers a non-confidential 
copy at the same time, a written report within (15) Working Days after the 
end of every quarter from the Effective Date during the term of the Commitments, so that the Commission can assess whether the Commitments are being correctly implemented. The Commission can amend the frequency 
of these reports after consulting with the Monitoring Trustee; 
g. Promptly report in writing to the Commission, sending Siemens Healthineers 
a non-confidential copy at the same time, if it concludes on reasonable 
grounds that Siemens Healthineers is failing to comply with the 
Commitments; and 
 
 
12 h. Assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision. 
D.3 – Duties and Obligations of Siemens Healthineers  
42. Siemens Healthineers shall provide and sh all cause its advisors to provide the 
Monitoring Trustee with all such cooperation, assistance and information as the Monitoring Trustee may reasonably require to perform its tasks. The Monitoring 
Trustee shall have full and complete acces s to Siemens Healthineers’ books, records, 
documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and Siemens 
Healthineers shall provide the Monitoring Trustee, upon request and without undue 
delay, with copies of any document. Siemens Healthineers shall be promptly available for meetings in order to pr ovide the Monitoring Trustee with all 
information necessary for the performance of its tasks. 
43. In carrying out its mandate, the Monitoring Trustee shall have due regard for 
Siemens Healthineers’ legitimate intere sts in avoiding unjustified burden and 
interference in Siemens He althineers’ business operations, subject to Siemens 
Healthineers’ unconditional obligation to comply with the Commitments.  
44. Siemens Healthineers shall indemnify the Monitoring Trustee and its employees and 
agents (each an “ Indemnified Party ”) and hold each Indemnified Party harmless 
against, and hereby agrees that an Indemnified Party shall have no liability to 
Siemens Healthineers for, any liabilities arising out of the performance of the 
Monitoring Trustee’s duties under the Commitments, except to the extent that such 
liabilities result from the willful default, recklessness, gross negligence or bad faith of the Monitoring Trustee, its employees, agents or advisors. 
45. At the expense of Siemens Healthineers, the Trustee may appoint advisors (in 
particular a legal advisor or an expert in medical imaging and RT), subject to 
Siemens Healthineers’ approval (this approval not to be unreasonably withheld or 
delayed) if the appointment of such advisors is necessary or appropriate for the 
performance of the Monitoring Trustee’s duties and obligations under the mandate, 
provided that any fees and other expenses incurred by the Monitoring Trustee are 
reasonable. Should Siemens Healthineers refu se to approve the advisors proposed by 
the Monitoring Trustee, the Commission may approve the appointment of such advisors instead if the requirements a bove are met, after having heard Siemens 
Healthineers. Only the Monitoring Trustee shall be entitled to issue instructions to 
the advisors. Paragraph 44 of these Commitments shall apply mutatis mutandis . 
46. Siemens Healthineers agrees that the Commission may share confidential 
information proprietary to Siemens Healthineers with the Monitoring Trustee. The 
Trustee shall not disclose such informatio n and the principles contained in Articles 
17(1) and (2) of the Merger Regulation apply mutatis mutandis . 
 
 
13 47. Siemens Healthineers agrees that the contac t details of the Monitoring Trustee are 
published on the website of the Commissi on’s Directorate-General for Competition 
and shall inform interested third parties of the identity and the tasks of the 
Monitoring Trustee. 
48. For the duration of the Commitments, the Commission may request all information 
from Siemens Healthineers that is reasonably necessary to monitor the effective 
implementation of these Commitments. 
D.4 – Replacement, discharge and reappointment of the Monitoring Trustee  
49. If the Monitoring Trustee ceases to perform its functions under the Commitment or 
for any other good cause, including the exposure of the Monitoring Trustee to a 
Conflict of Interest: 
a. the Commission may, after hearing the Monitoring Trustee and Siemens 
Healthineers, require Siemens Health ineers to replace the Monitoring 
Trustee; or 
b. Siemens Healthineers may, with the prior approval of the Commission, 
replace the Monitoring Trustee. 
50. If the Trustee is removed according to paragraph 49 of the Commitments, the 
Monitoring Trustee may be required to continue in its function until a new 
Monitoring Trustee is in place to whom th e Monitoring Trustee has effected a full 
hand over of all relevant information. The new Monitoring Trustee shall be appointed in accordance with the procedure referred to in paragraphs 33-39 of the 
Commitments. 
51. Unless removed according to paragraph 49 of the Commitments, the Monitoring 
Trustee shall cease to act as Monitoring Trustee only after the Commission has 
discharged it from its duties after all the Commitments with which the Monitoring 
Trustee has been entrusted have been implemented. However, the Commission may 
at any time require the reappointment of the Monitoring Trustee if it subsequently 
appears that the relevant remedies might not have been fully and properly implemented. 
SECTION
 E – FAST  TRACK  DISPUTE  RESOLUTION 
52. In the event that a Vendor of a Medica l Imaging Solution, OIS, TPS, or MM 
Imaging Device, showing a sufficient legitimate interest (the “ Requesting Party ”), 
claims that Siemens Healthineers is failing to comply with its obligations arising 
from these Commitments, the fast track di spute resolution procedure as described 
herein shall apply. 
53. The Requesting Party shall notify Siemens Healthineers and the Monitoring Trustee 
of its request and specify the reasons why it believes that Siemens Healthineers is 
 
 
14 failing to comply with the Commitments. The Requesting Party and Siemens 
Healthineers shall use their best efforts to resolve all differences of opinion and to 
settle all disputes that may arise thr ough co-operation and consultation within a 
reasonable period of time not to exceed (15) Working Days after receipt of the 
request (such period being extendable by mutual consent of Siemens Healthineers and the Requesting Party). 
54. The Monitoring Trustee shall present its own proposal for resolving the dispute 
within eight working days to Siemens Healthineers, the Requesting Party and the Commission, specifying in writing the action, if any, to be taken by Siemens 
Healthineers in order to ensure compliance with the Commitments vis-à-vis the 
Requesting Party, and be prepared, if request ed, to facilitate the settlement of the 
dispute. 
55. Should Siemens Healthineers and the Requesting Party fail to resolve their 
differences of opinion through cooperation and consultation, the Requesting Party 
may initiate the arbitration process describe d below. The arbitration process shall be 
used only to resolve disputes regarding compliance with the Commitments. 
56. To initiate the arbitration process, the Requesting Party shall serve a notice (the 
“Notice ”), in the sense of a request for arbitration, to the International Chamber of 
Commerce (“ ICC”, hereinafter the “ Arbitral Institution ”), with a copy of such 
Notice and request for arbitration to Siemens Healthineers. 
57. The Notice shall set out in detail the dispute, difference or claim (the “ Dispute ”) and 
shall contain, inter alia, all issues of both fact and law, including any suggestions as 
to the procedure, and all documents relied upon shall be attached, e.g. documents, 
agreements, expert reports, and witness statements. The Notice shall also contain a 
detailed description of what is required of Siemens Healthineers and the Monitoring 
Trustee Proposal, including a comment as to its appropriateness. 
58. Siemens Healthineers shall, within (20) Working Days from receipt of the Notice, 
submit its response (the “ Response ”). The Response shall provide detailed reasons 
for its conduct and set out, inter alia, all issues of both fact and law, including any suggestions as to the procedure, and all documents relied upon, e.g. documents, 
agreements, expert reports, and witness statements. The Response shall, if 
appropriate, contain a detailed description of the action that Siemens Healthineers 
proposes to undertake vis-à-vis the Requesting Party. 
Appointment of the Arbitrators 
59. The Arbitral Tribunal shall consist of three persons. The Requesting Party shall 
nominate its arbitrator in the Notice; Siemens Healthineers shall nominate its arbitrator in the Response. The arbitrator nominated by the Requesting Party and by 
Siemens Healthineers shall, within (5) Working Days of the nomination of the latter, 
nominate the chairman, making such nomination known to the Requesting Party and 
 
 
15 Siemens Healthineers and the Arbitral Institution, which shall confirm the 
appointment of all three arbitrators. 
60. Should the Requesting Party wish to have the Dispute decided by a sole arbitrator it 
shall indicate this in the Notice. In this case, the Requesting Party and Siemens 
Healthineers shall agree on the nomination of a sole arbitrator within (5) Working 
Days from the communication of the Response, communicating this to the Arbitral 
Institution. 
61. Should Siemens Healthineers fail to nominate an arbitrator, or if the two arbitrators 
fail to agree on the chairman, or should the Requesting Party and/or Siemens 
Healthineers fail to agree on a sole arbitrator, the default appointment(s) shall be 
made by the Arbitral Institution. 
62. The three-person arbitral tribunal or, as the case may be, the sole arbitrator, are 
herein referred to as the “ Arbitral Tribunal ”. 
Arbitration Procedure 
63. The Dispute shall be finally resolved by arbitration under the ICC Rules of 
Arbitration, with such modifications or ad aptations as foreseen herein or necessary 
under the circumstances (the “ Rules ”). The arbitration shall be conducted in Zurich, 
Switzerland, in the English language. For good cause, any Party may apply to the 
Arbitral Institution (or Arbitral Tribunal as may be appropriate) for an extension of 
the timelines provided below. 
64. The procedure shall be a fast-track procedur e. For this purpose, the Arbitral Tribunal 
shall shorten all applicable procedural  time-limits under the Rules as far as 
appropriate in the circumstances. The Re questing Party and Si emens Healthineers 
(hereinafter each a “ Party ” and together the “ Parties ”) shall consent to the use of e-
mail for the exchange of documents. 
65. The Arbitral Tribunal shall, as soon as prac tical after the confirmation of the Arbitral 
Tribunal, hold an organisational conference to  discuss any procedural issues with the 
Parties to the arbitration. Terms of refe rence 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 establ ished within (2) months of the confirmation 
of the Arbitral Tribunal. 
66. In order to enable the Arbitral Tribunal to  reach a decision, it shall be entitled to 
request any relevant information from the Parties to the Arbitration, to appoint 
experts and to examine them at the hearing, and to establish the facts by all 
appropriate means. Any order for the production or disclosure of documents shall be 
limited to the documents on which each Party specifically relies in its submission(s). The Arbitral Tribunal is also entitled to ask for assistance by the Monitoring Trustee 
 
 
16 in all stages of the procedure if the Requesting Party and/or Siemens Healthineers 
agree. 
67. The arbitrators shall not disclose confidential information and shall apply the legal 
standards covering the treatment of confidential information under the Merger 
Regulation and the Treaty of the Functioni ng of the European Union. The Arbitral 
Tribunal may take the measures necessary fo r protecting confidential information in 
particular by restricting access to confiden tial information to the Arbitral Tribunal, 
Monitoring Trustee and outside counsel and experts of the opposing party. 
68. The burden of proof in any dispute governed under the Rules shall be borne as 
follows: (i) the Requesting Party must produc e evidence of a prima facie case; (ii) if 
the Requesting Party does so, the Arbitral Tribunal must find in favour of the 
Requesting Party unless Siemens Healthineers can produce sufficient evidence to the 
contrary. 
Involvement of the Commission 
69. The Commission shall be allowed and enabled to participate in all stages of the 
procedure by: 
a. receiving all written submissions (including 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 the 
terms of reference and procedural timetable); 
c. filing any Commission amicus curiae  briefs; and 
d. being present at the hearing(s) and bein g allowed to ask questions to Parties, 
witnesses and experts. 
70. The Arbitral Tribunal shall forward, or shall order the Parties to the arbitration to 
forward, the documents mentioned to the Commission without delay. 
71. In the event of disagreement between the Parties to the arbitration regarding the 
interpretation of the Commitments, the Arbitral Tribunal shall inform the 
Commission and 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 
interpretation. 
Decisions of the Arbitral Tribunal 
72. The Arbitral Tribunal shall decide the dispute 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 
 
 
17 Member States without a requirement to apply a particular national system. The 
Arbitral Tribunal shall take all decisions by majority vote. 
73. Upon the request of the Requesting Party, the Arbitral Tribunal may make a 
preliminary ruling on the Dispute. The preliminary ruling shall be rendered within 
one month after the confirmation of the Ar bitral Tribunal, shall be applicable 
immediately and, as a rule, remain in force until a final decision is rendered. 
74. The Arbitral Tribunal shall, in the prelimin ary ruling as well as in the final award, 
specify the action, if any, to be taken by Siemens Healthineers in order to comply with the Commitments vis-à-vis the Requesting Party. 
75. The final award shall be final and binding on the Parties to the arbitration and shall 
resolve the dispute and determine any and all claims, motions or requests submitted 
to the Arbitral Tribunal. The arbitral award shall also determine the reimbursement 
of the costs of the successful party and the allocation of the arbitration costs. In case 
of granting a preliminary ruling or if othe rwise appropriate, the Arbitral Tribunal 
shall specify that terms and conditions determined in the final award apply retroactively. 
76. The final award shall, as a rule, be rendered within (6) months after the confirmation 
of the Arbitral Tribunal. The timeframe 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. 
77. 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. 
78. Nothing in the above-described arbitration 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 the Treaty on the Functioning of the 
European Union. 
SECTION
 F – REVIEW  CLAUSE 
79. The Commission may, where appropriate, in response to a reasoned request from 
Siemens Healthineers showing good cause, waive, modify or substitute, in 
exceptional circumstances, one or more of the undertakings in the Commitments. 
This request shall be accompanied by a report from the Monitoring Trustee, who shall, at the same time, send a non-confidential copy of the report to Siemens Healthineers. 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.