CELEX: 32013M6944
Language: en
Date: 2013-11-26 00:00:00
Title: Commission Decision of 26/11/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6944 - THERMO FISHER SCIENTIFIC / LIFE TECHNOLOGIES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 26.11.2013
                                        C(2013) 8535 final

|In the published version of this decision, some information |           |Public version                                                 |
|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|omitted has been replaced by ranges of figures or a general |           |                                                               |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.                                                |           |                                                               |
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|                                                            |           |MERGER PROCEDURE                                               |

                                        |                                                                    |To the notifying party                                                  |

Table of Contents

I.    THE PARTIES      4

II.   THE TRANSACTION  4

III.  EU DIMENSION     4

IV.   Relevant markets and competitive assessment  5

IV.A. Introduction to the life sciences industry   5

IV.B. Market Investigation   7

IV.C. Cell culture     7

IV.C.1      Cell culture media    7

IV.C.2      Cell culture sera     16

IV.D. Molecular biology      23

IV.D.1      Gene silencing   23

IV.D.2      Delivery systems (Transfection)  28

IV.D.3      Nucleic Acid ("NA") Amplification      30

IV.D.4      NA Purification  39

IV.D.5      Cloning    43

IV.E. Particles  43

IV.E.1      Product market definition   44

IV.E.2      Geographic market definition     48

IV.E.3      Assessment 49

IV.F. HLA typing 58

IV.F.1      Product market definition   58

IV.F.2      Geographic market definition     59

IV.F.3      Assessment 60

IV.G. Protein biology  61

IV.G.1      SDS-PAGE   62

IV.G.2      Western Blotting 62

IV.G.3      Protein Modification  63

IV.G.4      Dyes 63

IV.H. Fluorometers     64

IV.I. Distribution     66

IV.I.1      Product market definition   66

IV.I.2      Geographic market definition     67

IV.I.3      Assessment 68

V.    Remedies   73

V.A.  Proposed commitments   73

V.A.1 Cell culture     73

V.A.2 Gene silencing   74

V.A.3 Magnetic beads   75

V.B.  Assessment of the Proposed Commitments 75

V.B.1 Cell culture     76

V.B.2 Gene silencing   78

V.B.3 Magnetic Beads   81

VI.   CONDITION AND OBLIGATION    83

VII.  CONCLUSION 84

Dear Sir/Madam,

Subject:    Case No COMP/M.6944 – THERMO FISHER SCIENTIFIC/ LIFE TECHNOLOGIES
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

On 7 October 2013, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC)
No 139/20041 (the "Merger Regulation") by which the undertaking Thermo Fisher Scientific Inc. (“Thermo Fisher” or "the Notifying Party", USA)
intends to acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole control over Life Technologies Corporation (“Life
Technologies”, USA) by way of purchase of shares ("the Transaction").[2] Thermo Fisher and Life Technologies are designated hereinafter as the
"Parties" or the "Merged Entity".

THE PARTIES

Thermo Fisher is active in the production and supply of analytical instruments and laboratory consumables (e.g. reagents) across almost the
entire experimental sciences spectrum including life sciences, chemistry and physics. It also operates a strong multi-brand distribution
business for science products, Customer Channel Group ("CCG"). Thermo Fisher was formed in 2006 through the merger of Thermo Electron and Fisher
Scientific. It is headquartered in Massachusetts (USA).

Life Technologies is a global biotechnology company. It is specialised in producing analytical instruments and laboratory consumables for life
sciences. It was formed in 2008 through the merger of Invitrogen Corporation and Applied Biosystems, Inc. It is headquartered in California
(USA).

THE TRANSACTION

The Transaction entails the acquisition of sole control by Thermo Fisher over Life Technologies by way of purchase of 100% shares of Life
Technologies. The Transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

EU DIMENSION

The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5,000 million (Thermo Fisher: EUR 9,731 million; Life
Technologies: EUR 2,955 million). The two of them have an EU-wide turnover in excess of EUR 250 million (Thermo Fisher: EUR […]; Life
Technologies: EUR […]), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member
State.[3]

Therefore, the Transaction has an EU dimension pursuant to Article 1(2) of the Merger Regulation.

Relevant markets and competitive assessment

1 Introduction to the life sciences industry

The Transaction concerns the supply of laboratory equipment and consumables for life sciences.[4]

The laboratory equipment (or "instruments") bring samples and reagents together and measure the result, e.g. thermal cyclers, qPCR instruments,
gel boxes, magnetic bead-based purification instruments, etc.

Consumables are the wide range of different products necessary for and consumed in the operation of analytical instruments. They include for
example reagents (e.g. enzymes, dyes, antibodies, etc.), chemicals, cell culture sera and media, or plastic products (e.g. pipette, tubes,
etc.).

The Parties' products, in the areas of cell culture, molecular biology, particles, protein biology, are mainly supplied to (i) research and
scientific laboratories in universities, research institutions, government agencies and the private sector such as in pharmaceutical and biotech
companies, (ii) bioproduction customers in the pharmaceutical and biotech sectors who use the products as input for their bioproduction
processes of e.g. pharmaceutical products, (iii) other original equipment manufacturers ("OEMs"), (iv) customers in the applied science space,
e.g. hospitals and clinical diagnostic laboratories for diagnostics products, government agencies for forensic DNA detection products or food
safety analytical tools for the food industry.

The present decision analyses in detail the competitive effects of the Transaction with respect to (i) media and sera for cell culture, (ii)
small interfering RNA ("siRNA") and microRNA ("miRNA") within the gene silencing area, (iii) delivery systems (transfection), (iv) high fidelity
polymerase, hot start polymerase, other specialty reagents and reverse transcriptase ("RT") enzymes within the nucleic acid ("NA") amplification
area, (v) magnetic beads based instruments and molecular weight standards within the NA purification area, (vi) polymer-based magnetic beads to
original OEMs within the particles area, (vii) sequence specific primers ("SSP") within the area of human leukocyte antigen ("HLA") typing,
(viii) filter fluorometers and (ix) distribution of laboratory and life science products.[5]

With respect to several other product areas, namely (i) short hairpin RNA ("shRNA"), (ii) NA amplification instruments, (iii) Taq polymerase
reagents, (iv) NA amplification reagents sold in ready-to-use kits, (v) electrophoresis gel boxes for DNA, (vi) cloning, (vii) sodium dodecyl
sulphate polyacrylamide gel electrophoresis ("SDS-PAGE"), (viii) Western blotting, (ix) protein modification and (x) dyes, on the basis of the
market investigation, the Commission has concluded that the Transaction does not raise serious doubts as to its compatibility with the internal
market. In particular, the Commission has taken into account a number of factors, such as the combined shares of the Parties,[6] the limited
increment post-Transaction under any of the alternative market definitions considered,[7] the large number of multinational competitors[8] and
the absence of capacity constraints on competitors to expand their output quickly.[9] In addition, in general, such product areas are fast-
moving industries characterised by a high level of innovation. During the last decades, a number of techniques and products have become
redundant and new technologies have been developed.[10] Furthermore, on these product areas, no third parties have put forward substantiated
claims according to which competition would be significantly impeded, and the Commission's analysis supports this view. With respect to these
product areas, therefore, reference is made to the present paragraph regarding the considerations that led the Commission to conclude that the
Transaction does not raise serious doubts.[11]

As mentioned above, the large number of multinational competitors in products for life sciences would include companies such as Sigma-Aldrich
(active in products for molecular biology, protein biology, cell culture, and market leader in the area of shRNA), BioRad (active in products
for molecular biology, protein biology, transplant diagnostic, and market leader in the area of SDS page and electrophoresis gel boxes), Qiagen
(active in products for molecular biology, particles, and market leader in the area of RT-PCR kits), Merck Millipore (active in products for
cell culture, particles, etc.), Promega (active in products for molecular biology, protein biology, particles, and market leader in the area of
Taq polymerase), GE Healthcare (active in products for protein biology, cell culture, molecular biology, etc.), etc.

2 Market Investigation

The Commission has sent a large number of requests for information pursuant to Article 11 of the Merger Regulation addressed to market
participants and the Parties, and has received additional submissions from third parties. The Commission has also carried out a market
reconstruction exercise for a number of affected markets and has used the reconstructed market shares for the purposes of its assessment in
these markets. Finally, the Commission has requested transaction data from the Parties and made use of such data for the purposes of its
assessment.

In addition, given the worldwide scope of the Parties' activities, the Commission cooperated closely with the competition authorities of several
jurisdictions outside the EEA during the pre-notification and phase I stages of this case. This international cooperation involved inter alia a
mutual exchange of evidence, consisting mainly of internal documents of the Parties, with the Federal Trade Commission ("FTC") in the United
States and with the Australian Competition and Consumer Commission ("ACCC").

3 Cell culture

Cell culture is the process by which cells are grown under controlled conditions, generally outside of their natural environment. Cell culture
is one of the major tools used in cellular and molecular biology, since it provides excellent model systems for studying the normal physiology
and biochemistry of cells and the effects of drugs and toxic compounds on the cells. It is also used in the development of biological compounds
(e.g. vaccines, therapeutic proteins).

Cell culture media and cell culture sera are a range of products which supply nutrients to human, animal, insect and plant cells growing in
vitro (i.e. outside the living organisms).  Media are water-based liquids and sera are blood-based liquids. Generally, customers blend sera with
media to facilitate cell culture.

1 Cell culture media

In cell culture, media are used to facilitate the growth of cells. Media are water-based liquids that can be provided in liquid or in dry powder
format. Dry powder media has to be hydrated with water or with process liquids. Process liquids are water-based buffers and saline solutions
which facilitate the cell culture process and ensure that the cell culture environment remains at a constant pH.

Thermo Fisher and Life Technologies are both active in the supply of media for cell culture, under the brand names HyClone and Gibco,
respectively.

1 Product market definition

The Notifying Party submits that media can be divided into two distinct product markets on the basis of whether they are sold to bioproduction
customers or customers in the research sector. The Notifying Party also considers that process liquids form a distinct product market from media
for cell culture.[12]

In previous cases, the Commission has not defined media product markets. Although some decisions referred to media, the Commission did not reach
conclusions relating to this sector.[13]

In the present case, on the basis of the market investigation, media for cell culture can be divided into different potential product markets in
accordance with the following four criteria.

First, on the basis of the customer groups to which the product is supplied, media can be divided into (i) a potential product market
encompassing media sold to bioproduction customers, and (ii) a potential product market encompassing media sold to the research sector. There
appear to be significant differences between the two customer groups in terms of purchasing patterns, pricing and expected quality.[14]

Second, media can be divided into (i) a potential product market encompassing media sold in liquid form, and (ii) a potential product market
encompassing media sold in dry form. There appear to be significant differences between those two forms of media in terms of pricing,
performance, suitability, purchasing patterns and equipment required for their production.[15] Moreover, the majority of customers would not
switch from dry media to liquid media or vice versa in case of price increase or of shortages in availability.[16]

Third, media can be divided into (i) a potential product market encompassing standard basal media, (ii) a potential product market encompassing
custom media, and (iii) a potential product market encompassing proprietary media. In general, customers can buy a standard basal medium (based
on publicly available formulations), a custom medium (internally developed medium which is later outsourced for manufacturing) or a proprietary
medium from a supplier. There appear to be significant differences between those three forms of media in terms of purchasing patterns.
Furthermore, especially for the production of several types of custom and proprietary media a high level of know-how, investment and time is
required.[17]

Fourth, media can be divided into (i) a potential product market encompassing chemically defined media, and (ii) a potential product market
encompassing non-chemically defined media. Chemically-defined media are serum free media that do not contain any proteins and are fully defined
chemical entities. There appear to be significant differences between those two forms of media, since chemically defined media can eliminate the
animal-derived component risk, and thus perform better, are priced higher and are provided by fewer suppliers than non-chemically defined
media.[18]

Finally, according to the market investigation process liquids appear to form a product market distinct from media for cell culture, because the
former are mostly commodity products with publicly available formulas and they are used in a wide variety of scientific fields beyond cell
culture.[19]

In view of the above, the Commission considers that media for cell culture is most likely divided into further potential product markets.
However, the precise product market definition regarding media for cell culture can be left open, since the commitments proposed by the Parties
eliminate serious doubts under any plausible market definition.

2 Geographic market definition

The Notifying Party submits that the geographic scope of all media product markets is global or at least EEA-wide mainly due to low transport
costs, the absence of regulatory barriers and the global presence of manufacturers.[20]

There are no previous Commission decisions as to the scope of the geographic markets for media products.

It appears in the present case, according to the market investigation, that manufacturers process the relevant products at centralised sites,
which are subsequently shipped from those sites to regional distribution hubs around the world. Moreover, EEA and non-EEA customers have the
same preferences and technical/commercial needs. On the other hand, several respondents claimed that there are significant transport costs,
regulatory barriers and taxes for suppliers who do not confine their activity to the EEA.[21]

However, the precise definition of the relevant geographic market regarding media for cell culture can be left open, as the commitments proposed
by the Parties eliminate the serious doubts identified by the Commission as regards the compatibility of the Transaction with the internal
market.

3 Assessment

Media is a rapidly growing area of cell culture. The potential for viral contamination associated with animal serum is one of the factors that
have led manufacturers to formulate media that minimise or entirely dispense with the need for material sourced from animals. Drugs and vaccines
are increasingly serum free. Thermo Fisher estimates that the value of the total media market in the EEA was approximately EUR […] in 2012,
comprising approximately EUR […] in bioproduction sales and EUR […] in research sales. Demand for media is growing more rapidly than demand for
sera.[22]

Life Technologies is the strongest player across most of the cell culture media products while Thermo Fisher is a significant competitor across
a wide number of them. The Commission's market reconstruction has provided the following market shares in the different plausible markets.

The market reconstruction indicates the following market shares for the different potential product markets:

    A) Bioproduction customers

              Table 1– Parties' and competitors' market shares in the supply of media to bioproduction customers in the EEA in 2012

|Market shares    |EEA                                                                                                                    |
|Product          |TF                                                                                                                     |
|Product          |TF                                                                                                                     |
|Product          |Thermo                                                                                                                 |
|Product                       |TF                                                                                                           |
|Product                       |Thermo                                                                                                       |
|Product                          |Thermo                                                                                                         |
|Product                            |Thermo                                                                                                             |
|Product                            |Thermo                        |Life                      |Combined                       |Market                  |
|                                   |                              |                          |                               |Size                    |
|                                   |                              |                          |                               |                        |
|US and Canadian FBS                |[10-20]%                      |[20-30]%                  |[30-40]%                       |[…]                     |
|US FBS                             |[10-20]%                      |[20-30]%                  |[30-40]%                       |[…]                     |
|Canadian FBS                       |[10-20]%                      |[10-20]%                  |[30-40]%                       |[…]                     |
|South American (EU approved) FBS   |[10-20]%                      |[10-20]%                  |[20-30]%                       |[…]                     |

Source: Parties' estimates.

The Notifying Party claims that the Transaction would not lead to a significant impediment to effective competition in the supply of FBS. First,
there are many alternative suppliers of sera[46] and the Parties will continue to face competition constraints from at least five of them: Sigma
Aldrich, Merck Millipore, GE Healthcare (PAA), Moregate and Atlanta Biologicals. Second, the Parties will not have a strong position in the
procurement of raw sera, the crucial input for FBS[47]. Third, entry and expansion into the sale of sera is relatively easy, especially for
abattoirs and/or intermediaries of raw sera. Finally, bioproduction customers are strong buyers who use their volume of business and ability to
sponsor entry and directly source from abattoirs to constrain sera suppliers.

During the market investigation, almost all competitors and several customers raised concerns as regards the impact of the Transaction in sera
for cell culture.[48]

First, respondents to the market investigation indicated that the Parties would achieve a strong position in the supply of sera, with a dominant
position in particular in FBS of New Zealand and Australian origin. In their responses to the questionnaires, the vast majority of competitors
and customers have indicated that Life Technologies is at present the clear market leader in the supply of sera and the Parties appear to be
close competitors.[49]

The Parties' internal documents confirmed the findings of the market investigation. They showed that the Parties' combined market shares would
be in the range of [60-70]% in the supply of FBS of Australian and New Zealand origin with only two competitors considered significant, namely
Sigma Aldrich and Moregate:[50]

                                                                       […]

The Parties' internal documents also showed that Life Technologies is the market leader and Thermo Fisher is its closest competitor.[51]

Second, the Parties' internal document also showed that the Parties currently have a strong position in the procurement of sera from different
origins and that the availability of raw serum, mainly from Australia and New Zealand, is scarce.[52]

Third, competitors and customers do not foresee any new entry in the next three years. There seem to be important barriers to entry since a
supplier needs several years and significant investments in order to become established as a recognized supplier of sera. Reliability appears to
be the main consideration for bioproduction customers, while some research customers can be more price-sensitive.[53]

Furthermore, it appears that abattoirs are also extremely unlikely to possess the facilities and technical expertise necessary to engage in the
sterile filtration of raw sera and the dispensing of the final product, in order to sell processed FBS. Moreover, it appears that customers are
unable to be in contact with abattoirs and/or intermediaries for FBS, mainly because of budget constraints, knowledge and technical barriers,
staffing requirements, logistical barriers and quality control requirements across batches.[54]

Finally, even large bioproduction customers appear unable to sponsor the entry of new competitors.[55]

In view of the above, the Commission concludes that the Transaction raises serious doubts as to its compatibility with the internal market
regarding sera for cell culture. However, the commitments proposed by the Parties would effectively eliminate the serious doubts raised under
any plausible market definition, as analysed in section V.A.1 of the present Decision.

4 Molecular biology

Molecular biology is the study of the molecular components present in the cells of living organisms, primarily RNA and DNA. The study of
molecular biology and, in particular, the function of genes within cells is an important activity for academic and bio-industrial researchers.

This section analyses the following product areas within molecular biology: gene silencing, transfection, NA amplification, NA purification and
cloning.

1 Gene silencing

1 Product market definition

Gene silencing (also known as “gene modulation”) is the process by which the expression of a particular gene is inhibited (i.e. the gene is
"switched off"). The most common downstream application for gene silencing products is gene function studies (e.g. to study what happens when a
gene is switched off).

Gene silencing is achieved through a process known as RNAi. RNAi normally requires (i) an effector reagent to silence the gene and (ii) a
delivery system to cause the effector to enter the particular cell.[56]

Traditionally, there have been two main types of effectors: small interfering RNA (siRNA) and short hairpin RNA (shRNA). In addition, in the
last years a third type of effector has been developed: microRNA (miRNA), which can be in turn divided into mimics[57] and inhibitors.[58]
Effectors can be sold as standalone reagents or as bundle of reagents (libraries).

The Commission addressed gene silencing in Case COMP/M.5264 Invitrogen/Applied Biosystems. However, the product market definition was left open
as the transaction under review did not give rise to any affected market regardless of the definition retained (i.e. whether effectors and
delivery systems were to be considered together or separately, or whether a further segmentation within each of effectors and delivery systems
was made).

The Notifying Party submits that within the effectors area, a distinction can be drawn between siRNA, shRNA and miRNA. The Notifying Party does
not consider it necessary or appropriate to further segment these categories between libraries and standalone reagents.

The results of the market investigation confirmed the segmentation between siRNA, shRNA and miRNA.

From a demand-side viewpoint, customers referred to significant differences in prices and usage between these effectors. As one customer stated:
“siRNA are small RNA molecule you deliver into the cytosol in order to get an inhibition of the gene expression. shRNA are plasmid DNA you have
to deliver into the nucleus in order to get an inhibition of the gene expression. Depending on the application and the cell types we work with
siRNA or shRNA can be completely inefficient.”[59] As another customer explained, siRNA and miRNA should be distinguished from each other as
“although they belong to same pathway their role is completely different. siRNA degrade mRNA while miRNA inhbits translation without degrading
mRNA.” As a result of these differences, the majority of customers indicated that they would not switch from one of these effectors to another
as a result of a non-transitory 5-10% price increase.[60]

From a supply-side perspective, the majority of competitors indicated that it is not possible to manufacture siRNA, shRNA and miRNA with the
same equipment and technology.[61] As a result, competitors in general stated that it would not be possible for a supplier active in the
manufacturing of one effector to start swiftly and without any significant costs to produce a different effector.[62]

Within each category of effector, a further segmentation between standalone reagents and libraries does not seem appropriate. Even if from a
demand-side there has been a traditional distinction between standalone reagents and libraries, such distinction appears is softening as the
relative importance of libraries vis-à-vis standalone reagents in terms of sales volume is decreasing over time.[63] Moreover, from a supply-
side perspective, the manufacturers of libraries and standalone reagents are essentially the same and many competitors confirmed that switching
between standalone reagents and libraries could occur swiftly and without incurring a significant cost.[64]

In view of the above, the Commission concludes that there are separate markets for siRNA, shRNA and miRNA.

2 Geographic market definition

The Commission concluded in Invitrogen/Applied Biosystems that the markets for gene silencing were at least EEA-wide.

The Notifying Party submits, relying on Commission precedents, that the relevant geographic market is at least EEA-wide, and possibly global, in
scope.

The market investigation in the present case has confirmed that the relevant geographic markets are likely to be global in scope. In particular,
while some customers stated that there are differences in the price of effectors between the EEA and the rest of the world,[65] the majority of
customers stated that there are no significant barriers to sourcing effectors from outside the EEA.[66] With specific regard to transport costs,
most customers confirmed that such costs remain below 10%.[67]

In view of the above, the Commission concludes that the relevant geographic markets in gene silencing reagents are global in scope.

3 Assessment

The Commission’s market reconstruction exercise has shown that the combined shares of the Parties are generally […] than those estimated by the
Parties in the Form CO.[68]

The tables below shows the market shares of the Parties and their competitors in the markets for siRNA, shRNA and miRNA reagents, according to
the Commission’s market reconstruction.

The Decision will analyse in detail siRNA and miRNA. With respect to shRNA, in the light of the elements mentioned in paragraph 12 above, the
Transaction does not give rise to serious doubts as to its compatibility with the internal market.

                    Table 9 – Parties and competitors market shares in the supply of gene silencing reagents worldwide in 2012

|                            |Worldwide market shares and market size                                                                        |
|Product              |TF                                                                                                               |
|Product             |TF                                                                                                                    |
|                     |TF                                                                                                           |
|                     |TF                                                                                                       |

                                               |TF |LT |TF+LT |Agilent |Merck Millipore |Others |MKT
Size -  € m | |Polymer-based magnetic beads to OEM customers |[10-20]% |[50-60]% |[60-70]% |[10-20]% |[10-20]% |[5-10]% |[…] | |Source:
    Commission's market reconstruction[166]

The competitive landscape outlined in the table above is corroborated by an internal document of Thermo Fisher[167] presenting Life Technologies
as a clear market leader for magnetic particles. […].[168]

Similarly, an internal document of Life Technologies[169] depicts Life Technologies as the clear market leader in terms of sales of magnetic
beads to the immunodiagnostic OEM customers, with Merck Millipore, Thermo Fisher and Agilent as its only significant competitors, enjoying
comparable market positions.

The competitive landscape outlined above has also been corroborated by the results of the market investigation. A majority of competitors and
customers have indicated that Life Technologies is already currently the clear market leader for the supply of magnetic beads.[170] Competitor
Promega stated that "Life Technologies is the clear market leader for the supply of polymer-based magnetic beads, while Promega and Qiagen are
stronger for RNA/DNA purification."[171] [OEM customer] stated that "Dynal (Life) has been a leader in this space for many years."[172]

In addition, the market investigation has shown that most customers and competitors regard the competitive landscape as relatively stable in
terms of the number of suppliers of magnetic beads and the products they offer.[173] [OEM customer] stated in this respect that "There is a
small number of suppliers decreasing by mergers and acquisitions. Smaller suppliers mostly provide only small scale amounts for R&D
applications."[174] The Commission thus considers that the relative stability of the supplier landscape renders the combined market shares
outlined above particularly meaningful as a first indication of market power regarding the market for the supply of polymer-based magnetic beads
to OEM customers.

4 Barriers to entry

The market investigation has also highlighted significant levels of barriers to entry in the relevant market.

Overall, the market investigation has shown that most competitors and customers consider that new entry in the relevant market would require
significant investment and time, and that any new entrant would face significant obstacles.[175] [OEM customer] thus stated that a potential new
entrant would face a "large barrier [to] market entry due to R&D costs, IP (patents, know-how) and established supplier relationships." All
competitors and most customers have indicated that the time required to enter the relevant market would be more than 3 years.[176] The
Commission considers that barriers to entry in the relevant market are based on a number of factors, which are outlined below.

First, both Life Technologies and Thermo Fisher, as well as several competitors, have currently enforceable patents protecting their magnetic
particles and manufacturing processes for magnetic beads. Life Technologies has a number of patents expiring in 2020 or after ,relating to both
the composition of magnetic particles and to processes for their manufacturing, and in particular on processes for the production of
monodisperse polymer-based magnetic beads. Thermo Fisher also has currently valid patents on the Sera-Mag process, and additional patents on the
composition of its Speedbeads magnetic particles expire in 2026/2027.

Second, […]. The Commission considers that pending patent litigations is an additional element pointing to the importance of intellectual
property rights as a barrier to entry, as well as corroborating Life Technologies' role as market leader.

Third, the market investigation has confirmed that most customers and competitors regard intellectual property rights as playing a significant
role in the markets for the supply of magnetic beads.[177] Potential competitor Promega, which is not active in the supply of polymer-based
magnetic beads but of silica and cellulose-based magnetic beads, stated in this respect that "New competitors have high barriers to innovate and
smaller companies do not have the ability to innovate due to lack of access to the IP." [OEM customer] stated that "IP rights are an important
factor in this field. According to [OEM customer], a new company starting to manufacture magnetic beads would not be free to operate since known
processes are already covered by existing companies' patent portfolios."[178]

 Fourth, the market investigation has indicated that the know-how required for producing polymer-based magnetic beads constitutes a significant
barrier to entry, even for large companies with significant resources such as the Parties' OEM customers. [OEM customer] thus stated that "even
more important than the patent rights is the production know-how of the bead producing companies. This includes know-how on production
equipment, raw materials and production processes."[179] Potential competitor Promega also stated that "Starting production would take
significant efforts, would be expensive, often would require IP, requires specific technical know-how and expertise - all of which would be
difficult for most companies."[180]

Fifth, the market investigation has shown that the relevant market is characterized by established commercial relationships between the few
existing suppliers and downstream OEM customers. [OEM customer] stated for example that "[OEM customer] has a long-term supply agreement (…) for
magnetic beads with a subsidiary of Thermo Fisher, […]."[181] [OEM customer] stated that "[OEM customer] has an […]."[182]

 The Commission considers that such practices create additional disincentives for new entrants, in particular in the growing immunoassay segment
where downstream products remain on the market longest. Indeed, new entrants may find it harder to recoup investments if only competing for new
downstream business, while established competitors enjoy existing revenue streams and economies of scale.  In addition, the presence of long-
term contracts and the importance of established customer relationships signal that customer preferences do not favour switching. Competitor
Agilent stated in this respect that "established commercial relationship is important for OEM customers. Contracts with the magnetic beads
suppliers (in terms of price and volume) are negotiated on a regular basis. In general, OEM customers can get discounts based on larger
volumes."

Against this backdrop, most competitors and all customers responding to the market investigation have indicated that they consider that there
has not been significant new entry in the market in the last three years.[183] In addition, most competitors and customers have indicated that
they do not expect any new entry in the close future in the markets for the production and supply of magnetic beads.[184]

In the light of the significant barriers mentioned above, the Commission concludes that future entry by new players is unlikely.

5 Barriers to switching

The Commission considers that OEM customers of polymer-based magnetic beads have substantial barriers to switching between suppliers for polymer-
based magnetic beads.

First, the market investigation has shown that all competitors and OEM customers consider that it is not possible for OEM customers to switch
easily to other magnetic beads suppliers within a short time period.[185] Indeed, OEM customers generally have their downstream products on the
market for very long periods (10 or more years). [OEM customer] stated that "[OEM customer] considers it most likely that, when taking into
account all the validation costs and delays, a price increase of less than 30% would not lead to switching." Overall, the market investigation
has shown that quality and process reliability are two of the most important drivers of competition for suppliers of polymer-based magnetic
beads to OEM customers, and all OEM customers have ranked product quality and process reliability as more important factors than price in this
respect.[186]

Second, the market investigation has shown that there are few reliable suppliers for OEM customers and the Transaction would eliminate one of
the remaining alternatives with sufficient quality and reliability for OEM customers. [OEM customer] thus stated that "The number of competing
bead suppliers is decreasing. Larger entities supplying different products could fend off new market entries with their established supply
connections. Price negotiations will likely become more difficult."[187] [OEM customer] also expressed similar concerns: "A price increase of 5-
10 % in magnetic beads would be a concern for [OEM customer], since they would have to significantly investigate in order to find an alternative
supplier."[188]

Third, as outlined in section IV.E.3.b above, established commercial relationships and long-term contracts are an important feature of the
relevant market. The Commission considers that such practices constitute an additional barrier to switching away from the Merged Entity for OEM
customers. Against this backdrop, the Commission considers that the addition of Thermo Fisher's volumes to Life's existing position would also
strengthen the Merged Entity's market power after the merger through reducing the ability of OEM customers to switch away from the Merged
Entity.

6 Closeness of competition

As noted in section IV.E.3.a above, the Commission considers that the Transaction would essentially amount to a 4 to 3 concentration in the
market for the supply of polymer-based magnetic beads to OEM customers, with the only significant competitors of the Parties in this market
being Merck Millipore and Agilent.

A majority of customers and competitors also see Life Technologies and Thermo Fisher as each other's closest competitors,[189] in particular due
to the size of the beads, their consistent size (also referred to as "monodispersity", i.e. narrow size distribution of particles in a batch),
their roundness (sphericality) and their downstream applications, as well as to the reliability of their products and global reach. [OEM
customer] stated in this respect that "Life Technologies would be their [OEM customer's] first alternative supplier for Thermo Fisher (and vice
versa). Unlike these two companies, other producers are small and focus on niche products. In addition, established suppliers such as Thermo or
Life are necessary to ensure reliability of [OEM customer's] supply chain."[190]

As regards the monodispersity of magnetic beads, the Commission first notes that monodispersity appears to be an increasingly important factor
for OEM customer choice, in particular for immunodiagnostic applications. [OEM Customer] thus stated that "A key factor for some uses of
magnetic particles, such as diagnostics, is that all magnetic beads should be of the same size (monodispersity)."[191]

Second, the market investigation has highlighted that market participants view the Parties' beads as good performers as regards this criterion.
Competitor Agilent stated for instance that "Thermo Fisher and Life Technologies' magnetic beads are of a consistent size within lots, and these
two companies sell one-micron sized magnetic beads."[192] On the contrary, competitor Merck Millipore uses a different production process
compared to both Thermo Fisher and Life Technologies, which results in lower monodispersity.[193] [OEM customer] stated in this respect that
"Both Parties have a unique manufacturing know how regarding polymer-based magnetic beads. Only they can provide a highly uniform product with
regards to size distribution and purity and also ensure constant supply. Competitors do either lack the global reach and size to ensure reliable
supply or don’t have the quality (mainly size distribution and/or uniformity)."[194]

As regards the size of magnetic beads, [OEM customer] stated that "The ideal size for automated instruments is between 1 and 3 microns, as
smaller particles tend to leak through the instrument's valves, while bigger particles have a lower specific surface."[195] The Commission notes
in this respect that Life Technologies achieves most of its magnetic beads sales to OEM customers in that size range, while Thermo Fisher
achieves its entire sales within that size range.

The Commission also notes that beads of a 1 micron size constitute a growing segment of OEM demand,[196] where Thermo Fisher achieves its entire
sales, and on account of which Life Technologies has developed its new MyOne product range, which achieves significant growth.[197] The
Commission also notes that competitor Agilent does not currently provide 1 micron size magnetic beads, and has estimated that "it would take up
to 6 years to develop and bring to market the new type of one-micron sized magnetic bead. Agilent estimates that it is probably in the second
year of this six-year process."[198]

Overall, the market investigation has shown that, apart from Merck Millipore and Agilent, OEM customers do not view other competitors as having
the product quality, reliability and scalability of the Parties. Moreover, Thermo Fisher and Life Technologies appear to be closer competitors
than the other two significant players in the relevant market. This relative competitive positioning is consistent with the above-mentioned
internal document of Thermo Fisher, […].[199] This competitive interaction is also corroborated by an internal document of Life Technologies,
[…].[200]

The Commission concludes that the Parties are likely each other's closest competitors as regards the supply of polymer-based magnetic beads to
OEM customers.

7 Thermo Fisher appears to be a significant competitive constraint on Life Technologies' existing strong position

The Parties have claimed that Thermo Fisher is a small player in the market and will not compete aggressively going forward.

The Commission notes in this respect that […].[201] […].

Moreover, the historical sales figures of Thermo Fisher show that sales to OEM customers have increased by approx. […] from 2010 to 2012, at […]
pace than Life Technologies'.[202] Going forward, […]. The Commission notes that these forecasts are consistent with Thermo Fisher being a
significant competitive constraint both today and in years to come in the relevant market. […].

The Commission also notes that Thermo Fisher is present in the same segments of demand as Life Technologies (sample preparation and
immunodiagnostics). Competitor Agilent stated in this respect that "Life Technologies, through the acquisition of Dynal, has approximately 50 %
of sales as regards magnetic beads for immunodiagnostics. Life Technologies is present also in the other market segments of OEM demand. Thermo
Fisher, through the acquisition of Seradyn, has a sizable presence in the supply to OEM customers across segments."[203]

Against this backdrop, a number of OEM customers have expressed concerns as regards the market power of the Merged Entity. For instance, [OEM
customer] stated that "[t]aking into account the market as a whole, Thermo Fisher and Life Technologies would dominate the market for magnetic
beads and this could have an impact on prices."[204] Most competitors of the Parties have expressed similar concerns, Chemicell stating for
instance that "after the transaction the new entity would have a near monopoly on this market."[205]

In the light of the above, the Commission concludes that Thermo Fisher appears to be a significant competitive constraint on Life Technologies'
existing strong position.

8 Other countervailing arguments of the Parties

The Parties have submitted that large OEM customers are able to self-supply and could therefore defeat any price increase of the Parties in the
relevant market. The Parties have also submitted that large OEM customers have sufficient buyer power to defeat any price increase by magnetic
bead suppliers.

Contrary to the Parties' claim, the in-house capacity of OEM customers does not appear to constitute a significant competitive constraint on
polymer-based magnetic beads suppliers.

First, the market investigation has shown that, as outlined in paragraph 248 above, even large OEM customers of the Parties are unable to
manufacture polymer-based magnetic beads of the same quality and reliability as the Parties. [OEM customer] stated in this respect that "We do
everything in-house with silica-based magnetic beads but not polymer-based magnetic beads because we neither have knowhow nor the production
facilities to do polymerization reactions."

Second, neither competitors nor customers of polymer-based magnetic beads view in-house capacity as a credible alternative to third-party
suppliers.  Third, the market investigation has not revealed any example of switching by OEM customers of polymer-based magnetic beads from a
third-party supplier to magnetic beads manufactured in-house.[206]

As regards the Parties' claims of buyer power, the Commission first notes that the Parties have also claimed that Life Technologies already
today commands a […] price premium over its competitors' products.[207] It would therefore appear that OEM customers, in spite of high volume
orders, are not able to defeat potential price increases, possibly due to Life Technologies' established position as market leader.

Second, the Commission notes that the inelastic demand conditions outlined in section IV.E.3.c above and in particular the inability of OEM
customers to swich to alternative suppliers in a short time frame are not supportive of buyer power constituting a significant factor in the
relevant market.

Third, the Commission notes that in order to effectively prevent price increases, buyer power (if any) must also persist and remain effective
following the merger, as a merger between two suppliers may reduce buyer power if it thereby removes a credible alternative.[208] In the
Commission's view, a significant supply alternative will be removed after the merger, and it is therefore unlikely that buyer power would be
sufficient to defeat anticompetitive outcomes.

9 Conclusion

In the light of the above, the Commission considers that the Transaction would eliminate a substantial competitive constraint to Life
Technologies' strong existing position. The Transaction therefore raises serious doubts regarding the production and supply of polymer-based
magnetic beads to OEM customers. However, the proposed commitments would effectively remove the serious doubts raised, as analysed in paragraph
429 below.

5 HLA typing

Human Leukocyte Antigen ("HLA")[209] typing is the first stage in transplant diagnostics, which is used to determine the compatibility of the
donor's organ with recipient in order to reduce the risk of transplant rejection.

HLA typing is used for both solid organ transplant ("SOT") and bone marrow transplants ("BMT") and can be conducted by using four types of
tests: (i) serology; (ii) Sequence Specific Primers ("SSP"); (iii) Sequence Specific Oligonucleotides ("SSO"); and (iv) Sequence Based Typing
("SBT").

The Parties' activities only overlap in the supply of SSP typing kits.

1 Product market definition

The Notifying Party submits that each type of HLA typing tests (serology, SSP, SSO and SBT) constitutes a distinct product market and that a
further segmentation in terms of resolution (low vs high)[210] should not be considered.

There are no Commission precedents dealing specifically with HLA typing.

In line with the Notifying Party's claims, respondents to the Commission's requests for information confirmed that there are significant
differences between the various types of HLA typing tests (serology, SSP, SSO and SBT) in terms of characteristics, performance, price and
technologies used.[211]

From a supply-side perspective, the market investigation confirmed that each of HLA typing tests requires different technologies and expertise.
Thus a supplier of SSP typing kits would not be able to start production and sales of other types of HLA typing kits swiftly and without
significant costs.[212] By contrast, the market investigation showed that although there are differences between high and low resolution SSP
typing kits, a supplier of low resolution SSP typing kits could easily and without significant costs enter the supply of high resolution SSP
typing kits.[213]

From a demand-side perspective, most of the replies to the Commission's requests for information confirmed that SSP typing kits and other types
of HLA typing kits are distinct products fulfilling different needs. Moreover, a number of customers indicated that SSP typing kits can also be
used to resolve ambiguities found when using other testing (e.g. SBT or SSO) in some specific cases. For example, SSP high resolution is
generally used to resolve SBT ambiguities.[214]

In the light of the above, the Commission considers that SSP typing kits constitute a separate product market from other types of HLA typing
kits (serology, SSO and SBT). For the purpose of this decision, the Commission considers that a further segmentation between high and low
resolution may be left open as this would not change the outcome of the competitive assessment in this case.

2 Geographic market definition

The Notifying Party considers that the relevant geographic market for HLA typing, including SSP typing kits, is EEA-wide due to the following
reasons: (i) the suppliers of SSP typing kits are active globally; (ii) the transportation and storage costs are minimal; (iii) there is a
common regulatory framework across the EEA and the products are technically the same; and (iv) the prices between Member States are similar.

The responses to the Commission's requests for information indicated that suppliers have one or few production facilities that supply HLA typing
kits all across the EEA and the rest of the world. Moreover, EEA customers have the same technical and commercial needs and there are not
significant barriers in terms of costs or regulatory barriers to source HLA typing kits from one geographic area to another within EEA.
Nevertheless, some respondents claimed that prices differs from one country to other and some customers prefer purchasing HLA typing kits from
suppliers located near them.[215]

For the purpose of this decision, the Commission considers that the precise geographic market definition can be left open as this would not
change the outcome of the competitive assessment in this case.

3 Assessment

The Parties' activities overlap only in the supply of SSP typing kits. At EEA level, the Parties' combined market share in the supply of SSP
typing kits is [10-20]%. At national level, the Parties' highest market shares would be [50-60]% in Austria and [30-40]% in the United
Kingdom.[216]

On a narrower market distinguishing between SSP high and SSP low resolution, the Parties' combined market shares at EEA level would be [10-20]%
and [5-10]%, respectively. At national level, the Parties' highest market shares for SSP high resolution would be [30-40]% in Cyprus and [30-
40]% in the United Kingdom.[217] On a possible market for SSP low resolution at national level, the Parties' highest market shares will be [90-
100]% in Austria, [50-60]% in Cyprus and [40-50]% in the United Kingdom.[218]

Post-Transaction, the remaining strong competitors will be Allenex/Olerup, Immucor/Genprobe, BioRad, BAG Healthcare and Abbot.

The Notifying Party submits that the Transaction would not give rise to a significant impediment to effective competition since the Parties’
products for HLA typing are complementary, the Parties will achieve a modest combined share in the only overlap segment for HLA typing, i.e. SSP
typing kits, and the Parties will face several strong competitors post-Transaction.

The vast majority of the respondents to the Commission's requests for information indicated that they do not expect that the Transaction will
have a negative impact on competition and/or prices.[219]

The market investigation showed that competitors are active across all Member States and a supplier would be able to start supplying easily and
without significant costs to other Members States.[220] Moreover, most of the customers indicated that there are sufficient alternative and
credible competitors.[221]

In addition, the market investigation confirmed that there have been new entries during the last three years, the market is not characterised by
capacity constraints and the Parties are not viewed as the closest competitors.[222]

Finally, it should be noted that even under the narrowest hypothetical geographic scope for HLA typing and sub-segments (low and high
resolution),[223] the Transaction would not have a negative impact on competition. In the United Kingdom, the increment brought about the
Transaction is de minimis (less than 5%). In Austria and Cyprus, the Parties would have small combined sales, namely […] for total Thermo
Fisher's sales in Austria and […] for total Life Technologies' sales in Cyprus. In addition, as mentioned above, the Parties would face
competition constraints from strong competitors who are active across the EEA and able to increase the production of SSP typing kits easily and
without significant costs.

In the light of the above, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility with the internal
market with respect to the supply of HLA typing kits.

6 Protein biology

Protein biology is the study of the structure and function of proteins, an essential constituent of cells. The study of proteins is central to
understanding cellular functioning and, in particular, to better understanding the link between proteins, genes and diseases. Researchers and
biopharmaceutical companies study defective proteins that are implicated in particular diseases in order to develop new drugs that either alter
the shape of a defective protein or mimic a missing one.

The Transaction would lead to affected markets in the supply of products for the following techniques used in the study of proteins.

1 SDS-PAGE

SDS-PAGE (sodium dodecyl sulphate polyacrylamide gel electrophoresis) is a technique used to separate single or multiple proteins from a complex
mixture by exploiting differences in the electrophoretic mobility of different protein molecules.

The Parties' activities overlap in the supply of vertical gel boxes, power suppliers, pre-cast gels, standards and gel stains ("the SDS-PAGE
products").

1 Product market definition

The Notifying Party submits that each of the SDS-PAGE products constitutes a distinct product market and that no further segmentation should be
considered. The market investigation has brought no elements pointing to a different conclusion on these product markets.

2 Geographic market definition

The Notifying Party submits that the markets for SDS-PAGE products are at least EEA-wide in scope. The market investigation has brought no
elements pointing to different conclusions on these geographic markets.

3 Assessment

In the light of the elements referred to in paragraph 12 above, the Transaction does not give rise to serious doubts as to its compatibility
with the internal market in any of the potential markets comprised within this area.

2 Western Blotting

Western blotting is a technique used to identify specific proteins after they have been isolated by electrophoresis. With respect to products
used in Western blotting, the Parties' activities overlap in the supply of transfer boxes, membranes and chemiluminescent substrates.

1 Product market definition

The Notifying Party submits that each of the abovementioned three Western blotting products constitutes a separate product market. Within
membranes, the Notifying Party submits that the two types of Western blotting membranes (nitrocellulose or polivinylidene difluoride (PVDF)) are
interchangeable.

The market investigation confirmed that transfer boxes, membranes and chemiluminescent substrates are separate products, because each of them
fulfils entirely different needs. However, respondents to the Commission's requests for information considered that the two types of Western
blotting membranes are different in terms of performance, characteristics and prices.

The Commission considers that it can be left open whether nitrocellulose membranes and PVDF membranes would constitute separate product markets,
as this would not change the outcome of the competitive assessment in this case.

2 Geographic market definition

The Notifying Party submits that the markets for Western Blotting products are at least EEA-wide in scope. The market investigation has brought
no elements pointing to different conclusions on these geographic markets.

3 Assessment

In the light of the elements referred to in paragraph 12 above, the Transaction does not give rise to serious doubts as to its compatibility
with the internal market in any of the potential markets comprised within this area.

3 Protein Modification

Protein modification refers to the artificial modification of the properties of the original protein in order to study their shape and how they
interact with other molecules.

There are three main methods which use different reagents to modify proteins: (i) chemical modification; (ii) cross- linking and (iii) adding
proteases. The Parties' activities overlap in the supply of these three types of protein modification reagents.

1 Product market definition

The Notifying Party submits that the three types of protein modification reagents perform different functions. The market investigation seems to
confirm that the three reagents constitute different markets since they do not appear substitutable due to the differences in terms of
characteristics, performance and prices.

2 Geographic market definition

The Notifying Party submits that the markets for protein modification reagents are at least EEA-wide in scope. The market investigation has
brought no elements pointing to different conclusions on these geographic markets.

3 Assessment

In the light of the elements referred to in paragraph 12 above, the Transaction does not give rise to serious doubts as to its compatibility
with the internal market in any of the potential markets comprised within this area.

4 Dyes

Dyes are products used across a range of techniques mentioned above to create colour, chemiluminescence or fluorescence for detecting,
identifying and quantifying a target molecule. The Parties' activities overlap in the supply of reactive dyes.

1 Product market definition

The Notifying Party submits that reactive dyes are used in applications that require a significantly higher level of specificity and sensitivity
of analysis than other types of dyes can provide, and thus there is limited substitutability from a demand-side perspective. The market
investigation has brought no elements pointing to a different conclusion on this product market.

2 Geographic market definition

The Notifying Party submits that the markets for protein modification reagents are at least EEA-wide in scope. The market investigation has
brought no elements pointing to different conclusions on these geographic markets.

3 Assessment

In the light of the elements referred to in paragraph 12 above, the Transaction does not give rise to serious doubts as to its compatibility
with the internal market in any of the potential markets comprised within this area.

7 Fluorometers

Fluorometers are devices used in fluorescent spectroscopy which involves the examination of the intensity and wavelength of emissions of light
from electrons in molecules.

There are four types of fluorometers: (i) filter fluorometers, (ii) spectrofluorometers, (iii) luminometers and (iv) lifetime fluorometers. The
Parties' activities only overlap in the supply of filter fluorometers.

1 Product market definition

The Notifying Party submits that it is appropriate to adopt a product market encompassing all four types of fluorometers since there is a degree
of demand-side substitutability, because all fluorometers utilise a similar process and are capable of quantifying nucleic acid or protein
samples. In addition, the Notifying Party submits that the manufacturers tend to supply different types of fluorometers rather than focusing on
one particular type.

The responses to the Commission's requests for information showed that there are significant differences between the different types of
fluorometers for example in terms of price, performance, suitability to particular processes and the number of suppliers.[224]

From a supply-side perspective, the market investigation showed that the suppliers of fluorometers are not able to start production and sales of
other types of fluorometers (where they are not already active) swiftly and without significant costs, mainly due to time and investment
associated with the development of a new instrument.[225]

From a demand-side perspective, most of the replies to the Commission’s requests for information confirmed that the different types of
fluorometers are distinct products fulfilling distinct needs. Many customers indicated that the type of the fluorometer is application-
specific.[226].

However, for the purpose of this decision, the Commission considers that the precise product market definition can be left open as this would
not change the outcome of the competitive assessment in this case.

2 Geographic market definition

The Notifying Party submits that the market for fluorometers is at least EEA-wide in scope.

The responses to the Commission's requests for information indicated that there are no barriers as such to sourcing fluorometers from outside
the EEA, although transport costs and delivery time are mentioned in many replies as possible barriers.[227]

For the purpose of this decision, the Commission considers that the precise geographic market definition can be left open as this would not
change the outcome of the competitive assessment in this case.

3 Assessment

In a potential market encompassing all four types of fluorometers, the Parties' combined market share would be [5-10]% at EEA level. At
worldwide level, the Parties' combined market share would be [5-10]%.

On a narrower potential market encompassing only filter fluorometers, the Parties' combined market share in the EEA would be [40-50]% with an
increment of [5-10]% by Thermo Fisher. At worldwide level, the Parties' combined market share for filter fluorometers would be [50-60]% with an
increment of [10-20]% by Thermo Fisher.

Post-Transaction, there will be enough competitors in the market such as Promega, Jasco Jenway, Agilent Technologies, Bio-Rad and Expedeon.

The Notifying Party submits that the Transaction would not give rise to anti-competitive effects in the fluorescent spectroscopy space. The
Notifying Party submits that the Parties' presence […].

Most of the respondents to the Commission's requests for information indicated that they do not expect that the Transaction will have a negative
impact on the market for fluorometers. The majority of customers indicated that there will still be many alternative suppliers in the
market.[228]

Furthermore, the market investigation showed that customers tend to source fluorometers from more than one supplier[229] and the majority of
respondents did not identify a clear market leader for fluorometers.[230] In addition, the majority of respondents indicated that they can
easily switch between various suppliers.[231]

In the light of the above, the Transaction does not give rise to serious doubts as to its compatibility with the internal market in any of the
potential markets comprised within this area.

8 Distribution

Thermo Fisher is active as a distributor of both its own and third party products on a worldwide basis, and in particular in the EEA, through
its distribution business Fisher Scientific (referred to hereafter as the "Customer Channels Group" or "CCG"). CCG distributes a broad range of
laboratory and life science products, including laboratory equipment (such as microscopes, weighing balances, freezers and centrifuges) and
consumables (such as plastic ware, glassware, chemicals, reagents and laboratory supplies). Life Technologies is only active as a
manufacturer[232] and uses […] direct sales as a route to market in the EEA. However, Life Technologies also sells a proportion of its products
through third-party distributors, including CCG.

The Transaction therefore gives rise to vertically affected markets in the distribution of laboratory and life science products.

1 Product market definition

The Notifying Party submits, in line with Commission precedents,[233] that distributors are able to offer life science customers a wide range of
products from different manufacturers, allowing customers to purchase many products from a single catalogue, and simplifying customers’
procurement processes, and that the components of this service do not differ according to the nature of the product being distributed. The
Notifying Party therefore submits that the relevant product market for distribution comprises the distribution of all laboratory and life
science products.

The market investigation has confirmed that most distributors offer a range of products encompassing both life science products and other
laboratory equipment and consumables. Moreover, customers source through distributors for reasons including convenience, one-stop-shopping and
ease of access to a wide range of products.[234]

The market investigation has also confirmed that the distribution of clinical diagnostics, including for instance HLA typing tests (see section
IV.F above), constitutes a separate product market due to specific regulatory and technical requirements, the importance of long term contracts
and exclusivity agreements, as well as different levels of sales support, after-sales service and technical input from salespersons.[235]

The Commission therefore concludes that the relevant product market is likely to be the distribution of laboratory and life science products.

2 Geographic market definition

In Thermo Electron/Fisher Scientific, the Commission has taken the view that the appropriate geographic market definition for distribution of
laboratory products is national in scope.

The market investigation has confirmed that most distributors operate in a single Member State,[236] and that most of the cross-border
distributors such as CCG, VWR, Sigma-Aldrich, Dominique Dutscher and 2B Scientific organize their sales forces at national level and offer
different catalogues in different Member States.[237]

Moreover, most distributors consider that customer prices for life science products and conditions for sales (such as the importance of tenders,
the scope of such tenders, the presence of centralized purchasing, etc.) differ significantly between different EEA countries.[238]

Finally, most distributors have indicated that commercial negotiations with their customers for their procurement of life science products take
place at national level.[239]

In light of the above, the Commission concludes that the relevant geographic market for the distribution of laboratory and life science products
is national in scope.

3 Assessment

The market investigation has confirmed the basic characteristics of the markets for the distribution of laboratory and life science products, as
outlined by the Commission in Thermo Electron/Fisher Scientific.

1 Competitive dynamics in distribution markets

National markets for the distribution of laboratory and life science products are characterised by a high number of players. Whereas the vast
majority of distributors are only active in one Member State, some operate in more than one, such as Dominique Dutscher (UK and France),
Euroclone (Italy, Spain, Greece, Germany), Omnilab (Germany and Netherlands) or Analis (France and Belgium). Only VWR and CCG and, to a limited
extent, Sigma-Aldrich, have a truly pan-European presence across the EEA. In certain Member States, direct sales by manufacturer might play an
important role, in particular for the more technically sophisticated products.

As mentioned in section IV.I.1 above, distributors of laboratory and life science products usually offer a range of products which they source
from different manufacturers. The basket of goods provided by distributors comprises the offering of a very wide range of products (in the order
of hundreds or thousands) to customers as well as some ancillary services, such as logistics, inventory management, marketing, product advisory
and if necessary, after-sales services. The market investigation has also confirmed that the majority of distributors offer competing brands in
their product portfolio.[240]

2 Impact of the Transaction

During the market investigation some respondents indicated that the Merged Entity might be in a position to foreclose its competitors from the
market. The Commission has carefully analysed the vertical effects of the merger and concluded that the Merged Entity would lack the ability and
incentive to restrict access to input for distributors or to foreclose access of competing manufacturers to customers for the reasons outlined
below.

1 Input foreclosure

According to the concerns voiced by some market players, the Merged Entity may decide to streamline its route to market by ending Thermo
Fisher’s and Life Technologies' supply relationships with independent distributors and focusing their route to market on CCG, thereby
foreclosing other distributors from access to the Merged Entity's portfolio. Overall, a number of the market players indicating the risk of
input foreclosure were some of the Parties’ independent distributors whose main concerns were related to the possible termination of their
supply contracts post Transaction.[241] Final customers did not voice concerns with regard to the vertical effects of the Transaction.

The market investigation has confirmed that there are no "must-have" brands for distributors of laboratory and life sciences products.[242]
Streamlining the sale of Thermo Fisher and/or Life Technologies products via the new Merged Entity would therefore not change the current
competitive environment from the point of view of distributors, except in the specific product areas where the Merged Entity may acquire market
power through the Transaction. These product areas are analysed in sections IV.C to IV.H above, and the proposed commitments would effectively
remove the serious doubts raised, as analysed in section V.B below.

The Commission further notes that as regards other product areas where Life Technologies enjoyed a strong position before the merger, the
Transaction will not change the competitive environment from the point of view of other distributors, given that more than […]% of Life
Technologies' 2012 EEA sales were realised through direct sales and that CCG was already […] EEA distributor before the merger as regards Life
Technologies' remaining sales.[243]

Moreover, as indicated by the Parties and confirmed by the market investigation, final costumers’ primary aspect of choice relates to products
they wish to acquire and not to a certain distributor(s).[244] Final customers typically apply either a multi-sourcing strategy or conclude
agreements based on tender procedures with a certain distributor for a certain period of time. According to the market investigation, switching
to another distributor does not appear to be problematic for customers. Given the purchasing patterns in the industry, even if the Merged Entity
would decide to sell only via its own distribution system, final customers would have the possibility to switch and to be supplied by other
distributors with alternative products.

Finally, as less than […]% of Life Technologies' sales in the EEA are realised through CCG, that CCG achieves market shares below 15% in all
national downstream distribution markets,[245] […],[246] the Merged Entity would be unlikely to recoup at distribution level or through margins
on direct sales the losses incurred at manufacturing level by the exclusion of efficient distributors commanding access to a particular customer
base. It does not therefore seem to be profitable for the Merged Entity to exclude other efficient distributors from its sales.

The Commission therefore concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market with
respect to possible input foreclosure towards other distributors of laboratory and life science products in the EEA.

2 Customer foreclosure

During the market investigation, a number of manufacturers of life science products expressed concerns that the Merged Entity might decide not
to distribute any more competing manufacturers’ products or to substantially worsen the terms of such distribution, thereby excluding
competitors' access to CCG’s distribution network and ultimately to final customers. Competitor Promega stated in this respect that
"[f]requently, many institutions have contracts with VWR or Fisher slating them as the preferred vendor, making it difficult for the end user to
purchase directly from any other company."[247]

The Notifying Party submits that CCG will continue to operate on a competitively neutral, arm’s length basis from Thermo Fisher's other
businesses and will continue to distribute products supplied by a wide range of third party manufacturers.

In assessing the likelihood of a customer foreclosure scenario, the Commission has first examined whether the Merged Entity would have the
ability to foreclose access to downstream markets by reducing its purchases from its upstream rivals.[248] In this respect, for customer
foreclosure to be a concern, it must be the case that the vertical merger involves a company which is an important customer with a significant
degree of market power in the downstream market.[249]

First, the Commission notes that across the EEA as a whole, VWR is the clear market leader in terms of sales and achieves significantly higher
market shares than CCG in the markets for the distribution of laboratory and life science products.[250] This finding also holds true in Member
States where CCG achieves significant presence. With its size and product coverage, VWR will remain the strongest distributor in the market,
especially for customers that tend to consolidate purchases. In this respect, the market investigation has confirmed that other manufacturers
see VWR as a stronger distributor than CCG in Europe. Lonza stated for instance that "VWR is the main global distributor besides Fisher and has
very few own brands (private label only). Lonza also distributes the same products through VWR because many pharma companies have VWR as a
preferred supplier. While VWR is stronger in Europe, globally Fisher is the number one and is performing better."[251]

Second, the Commission considers that direct sales by competing manufacturers represent a real alternative for life science manufacturers to
reach final customers. The Commission notes in this respect that direct sales represent the main route to market for the Parties overall. In the
case of Life Technologies, direct sales represent more than […]% of its revenues from life science products in the EEA overall.[252] For Thermo
Fisher, the proportion of direct sales is also high (with the exception of fluorescent spectroscopy where sales are mainly done through third
party-distributors), reaching […]% in the segment of cell culture for bioproduction. In addition, Thermo Fisher transaction data shows that a
proportion of customers purchase similar products through direct sales and through CCG. According to the market investigation, other important
suppliers such as Roche, Merck Millipore, Sigma-Aldrich, Bio-Rad, New England Biolabs and Promega have direct distribution capabilities and
hence would not be vulnerable to a hypothetical customer foreclosure strategy.

Third, the Commission notes that the only suppliers that could be potentially foreclosed as a result of the Transaction would be those that, at
present, choose third party distributors to sell part of or their entire product ranges. In this respect, the Parties have provided market
shares in the market for distribution of third party products (i.e. excluding sales of own products). Overall in the EEA, the Parties' combined
market share[253] is in the range of [5-10]%.[254] At national level, this percentage is higher only in the Czech Republic ([10-20]%), France
([5-10]%), Ireland ([10-20]%), the Netherlands ([10-20]%), Spain ([5-10]%) and the UK ([10-20]%). The Commission therefore concludes that CCG's
shares in the distribution of third party products are below [10-20]% in all Member States, and do not support claims of market power at
distribution level.[255]

Fourth, the market investigation has also shown that most market participants do not see any significant obstacles for a manufacturer of life
science products to find distribution partners in the EEA.[256] In addition, most respondents to the market investigation indicated that final
customers multi-source among distributors of laboratory and life science products.[257] Furthermore, most distributors have indicated that they
are able and willing to distribute another brand in a variety of areas.[258] The Commission therefore considers that there is no barrier for
competing manufacturers to distribute their products through third-party distributors.

Fifth, the Commission notes that some of CCG's contracts with third party suppliers include […],[259] […].[260]

As regards concerns raised by a few market participants concerning foreclosure strategies limited to large pharma and biotech companies that
tend to consolidate their supplies, […].[261] This indicates that this customer segment may possess a degree of buyer power vis-à-vis suppliers
and distributors for their overall purchases of laboratory and life science products.[262] Moreover, even for this customer segment, CCG would
continue to face competition from VWR, Sigma-Aldrich and other large competitors present across the board in the supply of life science
products.[263]

The Commission concludes that even if the Merged Entity were to decide to entirely cease current distribution agreements with competing
manufacturers, these competitors will not be foreclosed from distributing their products in the EEA, either through direct sales or through
other distributors. Alternative available distributors include the leading independent distributor VWR which has a larger market share than CCG
in all European markets and a large number of cross-border and national distributors.

The Commission concludes that the Merged Entity will be likely unable to foreclose customers from other life science manufacturers through the
CCG distribution platform after the merger.

Finally, the Transaction does not appear, in any event, to significantly increase the economic incentives for Thermo Fisher to exclude other
manufacturers as CCG suppliers. In 2012, CCG derived […] of its EEA revenues from distributing Thermo Fisher products and […] through the sale
of Life Technologies products.[264] Foreclosure would imply the loss of a proportion of CCG sales, which is likely to be all the more important
since a majority of distributors highlighted that customers can switch easily between distributors, see demand as pulled rather than
pushed,[265] and do not regard any product or brand as a "must-have" at distribution level.[266] […],[267] […].

3 Conclusion

In the light of the above considerations, the Transaction does not give rise to serious doubts as to its compatibility with the internal market
as regards any of the vertically affected markets in the distribution of laboratory and life science products in the EEA.

Remedies

In order to render the concentration compatible with the internal market, the Parties have modified the notified concentration by entering into
commitments on 5 November in relation to: (i) cell culture; (ii) gene silencing; and (iii) magnetic beads. Following the market test of these
proposed commitments, the final and improved version of the commitments (the "Proposed Commitments") described below was submitted on
20 November 2013. The commitments are annexed to this Decision and form an integral part thereof.

1 Proposed commitments

1 Cell culture

In order to address the serious doubts identified by the Commission in relation to cell culture, the Parties entered into the commitments
annexed to this Decision as Annex I.

Specifically, Thermo Fisher commits to divest its entire HyClone cell culture business ("the Cell Culture Business") excluding single use
technologies ("SUT"),[268] where the Parties' activities do not overlap.

The Cell Culture Business, described in more detail in Annex I, includes:

     a) Thermo Fisher's sera and media processing facilities in the US, Australia, New Zealand, Singapore, and its  distribution facilities in
        the US and Europe.

     b) The rights to all intellectual property, technology and know-how associated with Thermo Fisher's sera and media operations, including its
        proprietary and media formulations.

     c) The respective licences, permits and authorisations.

     d) The respective contracts, agreements, leases, commitments and understandings.

     e) The respective customer, credit and other records.

     f) All dedicated sera and media manufacturing employees covering all areas of operation and key personnel.

2 Gene silencing

In order to address the serious doubts identified by the Commission in relation to gene silencing, the Parties entered into the commitments
annexed to this Decision in Annex I.

Thermo Fisher commits to divest its gene modulation business in Lafayette, Colorado, USA (the "Gene Modulation Business").

The Gene Modulation Business, described in more detail in Annex I, includes:

     a) The Lafayette facility where Thermo Fisher develops and manufactures gene modulation products, including all siRNA reagents and libraries
        (including siGENOME, on-TARGET plus, Accell, and IncRNA); all shRNA reagents, viral particles, and libraries (including GIPZ, TRIPZ,
        Decode, TRC); and all miRNA reagents and libraries (including miRIDIAN; shMIMIC; RNAi controls; DharmaFECT transfection reagents; cDNA
        and ORF clones and gene collections; and custom RNA, DNA and other molecules).

     b) The following main intangible assets: one of a total of four licenses to the Tuschl patents granted by MIT; other intellectual property
        rights, technology and know-how related to the development, design and manufacture of Thermo Fisher's siRNA, shRNA and miRNA product
        lines (including siGENOME design, on-TARGET plus design, Accell molecule design, SMART vector design, miRIDIAN designs, shMIMIC design,
        SMARTchoice design, gene sequences[269], and ACE chemistry processes[270]); the code relating to the legacy Dharmacon and Open Biosystems
        websites and the underlying content which support the aforementioned product lines; the rights to the Dharmacon and Open Biosystems
        brands, as well as the names to various product lines, such as siRNA, shRNA and miRNA product names and DharmaFECT.

     c) The relevant contracts, agreements, leases, commitments and understandings, including relevant customer records.

     d)  All relevant employees and key personnel in the Lafayette facility.

3 Magnetic beads

In order to address the serious doubts identified by the Commission in relation to magnetic beads (see section IV.E above), the Parties entered
into the commitments annexed to this Decision in Annex I.

Pursuant to the Proposed Commitments, Thermo Fisher would commit to divest its magnetic beads business, excluding its facilities used for the
production and supply of magnetic beads in Fremont, California.

The Magnetic Bead Business, described in more detail in Annex I, includes:

     a) Thermo Fisher's equipment used in the manufacture of magnetic beads, or, at the option of the purchaser, equivalent new equipment (to be
        acquired by Thermo Fisher).

     b) The following main intangible assets: the Sera-Mag and Sera-Mag SpeedBeads brand names and associated trademarks; patents relating to the
        manufacture of magnetic beads with negligible residual magnetism and the reduction of response time of the beads to a magnet; and access
        to Thermo Fisher's transfer plan relating to the execution of its recent move of Thermo Fisher's magnetic bead production facilities from
        Indianapolis, Indiana, to Fremont, California.

     c) The respective main licences, permits and authorisations.

     d) The respective main contracts, agreements, leases, commitments and understandings.

     e) The respective customer, credit and other records.

     f) All employees whose function predominantly relates to the manufacture and supply of magnetic beads and key personnel.

2 Assessment of the Proposed Commitments

Where a concentration raises serious doubts as to its compatibility with the internal market, the Parties may undertake to modify the operation
so as to remove the grounds for the serious doubts identified by the Commission with a view to having the transaction approved in phase I of the
merger review procedure.

As set out in the Commission Notice on remedies[271] the commitments have to eliminate the competition concerns entirely and have to be
comprehensive and effective from all points of view and must be capable of being implemented effectively within a short period of time as the
conditions of competition on the market will not be maintained until the commitments have been fulfilled.[272]

In assessing whether or not the remedies will restore effective competition, the Commission considers the type, scale and scope of the remedies
by reference to the structure and the particular characteristics of the market in which the competition concerns arise.[273]

Divestiture commitments are the best way to eliminate competition concerns resulting from horizontal overlaps.[274] Other commitments (such as
licensing) may be suitable to resolve competitive concerns if those remedies are equivalent to divestitures in their effects. The divested
activities must consist of a viable business that, if operated by a suitable purchaser, can compete effectively with the Merged Entity on a
lasting basis and that is divested as a going concern.[275]

The business must include all the assets which contribute to its current operation or which are necessary to ensure its viability and
competitiveness and all personnel which are currently employed or which are necessary to ensure the business' viability and competitiveness.
Personnel and assets which are currently shared between the business to be divested and other businesses of the parties, but which contribute to
the operation of the business or which are necessary to ensure its viability and competitiveness, must also be included. Otherwise, the
viability and competitiveness of the business to be divested would be endangered. Therefore, the divested business must contain the personnel
providing essential functions for the business such as, for instance, group R&D staff — at least in a sufficient proportion to meet the on-going
needs of the divested business.[276]

Furthermore, the intended effected of the divestiture will only be achieved if and once the business is transferred to a suitable purchaser with
proven relevant expertise and ability to maintain and develop the divested business as a viable and active competitive undertaking.

1 Cell culture

In response to the Commission's concerns regarding sera and media for cell culture, Thermo Fisher has committed to divest its HyClone cell
culture business including both the sera and the media businesses.

In the present case, the Commission launched a market test regarding the proposed commitments in order to check whether they were sufficient to
clearly rule out the serious doubts identified by the Commission. In general, the market test of the proposed commitments has confirmed that the
commitments are comprehensive, effective and capable of being implemented effectively and therefore suitable to eliminate the serious doubts
identified in media and sera for cell culture.

The vast majority of competitors and customers expressed the view that the divestment of HyClone would remove the serious doubts raised by the
Transaction.[277] HyClone is a viable business that can compete effectively in cell culture. Moreover, the intellectual property rights and know-
how included in the divestment business are sufficient for its viability and competitiveness. The arrangements for the transfer of intellectual
property rights as well as customer and distribution contracts were also deemed feasible and sufficient,[278]

During the market test, the majority of competitors and customers stressed that a six-month licence to the purchaser in order to use during this
transitional period the Thermo Fisher Scientific brand for selling the existing media and sera inventory would be too short. The purchaser would
need much longer to sell this inventory. Rebranding of these sensitive products would be prohibitively expensive.[279] However, Thermo Fisher
addressed this concern in the final commitments by committing to provide a two-year licence for the purchaser to use during this transitional
period the Thermo Fisher Scientific brand for selling the existing media and sera inventory.

Furthermore, as regards purchaser requirements, several competitors and customers had stated that the purchaser should be already active in the
life science industry.[280] However, Thermo Fisher addressed this concern in the final commitments by explicitly committing to divest the Cell
Culture Business to a purchaser with a proven manufacturing expertise in the life sciences sector. This should ensure that the Cell Culture
Business is divested to a purchaser that can develop it as a viable and effective force in the supply of sera and media for cell culture.

Finally, almost all competitors and customers consider that the Cell Culture Business is sufficiently interesting to attract suitable
purchasers. A considerable number of credible market players have already expressed an interest in acquiring it.[281]

In view of the above, the Commission concludes that the Proposed Commitments are suitable and sufficient to eliminate the serious doubts raised
by the Transaction in the areas of sera and media for cell culture.

2 Gene silencing

The majority of competitors and customers confirmed that, subject to certain caveats, the divestment of the Gene Modulation Business would
remove the serious doubts raised by the Commission, both for siRNA reagents and miRNA reagents.[282] The same majority indicated that, subject
to certain caveats, the Gene Modulation Business is a viable business that can compete effectively and on a lasting basis in the gene silencing
area.[283]

The vast majority of respondents confirmed that, as such, the production assets and other tangible assets are sufficient to ensure that the
purchaser of the Gene Modulation Business can compete effectively and on a lasting basis in the gene silencing area. The majority of respondents
reached the same conclusion for the brands, patents, know-how and other intangible assets that are to be part of the Gene Modulation Business.
Respondents highlighted in particular that Dharmacon is a strong brand, and that the purchaser of the Gene Modulation Business would have an
important IPR advantage by obtaining a Tuschl patent licence under competitive conditions.[284]

The majority of respondents confirmed that the personnel to be included in the Gene Modulation Business was sufficient, but highlighted that the
purchaser would have to compensate for the relatively small number of sales personnel included in the business, and its lack of global
distribution capabilities.[285]

The arrangements for the transfer of the various assets, including the intellectual property rights and the customer contracts were deemed
feasible and sufficient,[286]

The important caveat that competitors and customers expressed was that the Gene Modulation Business can only be viable and competitive in the
hands of certain purchasers. The overwhelming majority of competitors and customers confirm that the purchaser would have to have experience in
life sciences.[287]These respondents indicated that only a purchaser with such experience and track record can overcome possible obstacles in
gaining acceptance by customers, and can offer the manufacturing expertise, quality control and assurance, and the global sales and distribution
assets that are required to be an effective competitive force.[288] Respondents explain that only such players can integrate the business within
their existing business efficiently, and can ensure that it remains innovative and successful in introducing new products in this quickly
emerging field of molecular biology.[289]

In addition, a significant number of respondents stated that the duration of the sub-licence of the Thermo Fisher brand to sell existing
inventory (6 months) is too short.[290] These concerns mirror the ones that were voiced for the Cell Culture Business. Importantly, the
respondents who express this concern include Parties that are potentially interested in purchasing the Gene Modulation Business.

Subject to these two caveats, the vast majority of respondents confirmed that the Gene Modulation Business is attractive enough to attract a
significant number of suitable purchasers.[291] A considerable number of credible market players expressed an interest in acquiring it.[292]

Following this market test and further observations made by the Commission, Thermo Fisher has improved the commitments it had offered.

First, Thermo Fisher explicitly commits to divest the Gene Modulation Business to a purchaser with a proven manufacturing expertise in the life
sciences sector. This should ensure that the Gene Modulation Business is divested to a purchaser that can develop it as a viable and effective
force in gene silencing.

Second, Thermo Fisher has increased the duration of the sub-licence for the Thermo Fisher brand that it offers to the purchaser to one year.
This should allow the purchaser to sell the existing inventory of the Gene Modulation Business in an effective manner.

 Finally, and following the Commission's observations to this effect, Thermo Fisher has increased the duration of the non-solicitation clause,
according to which it commits not to solicit the Key Personnel transferred with the Gene Modulation Business to […] after the closing of the
sale of the Gene Modulation Business.

The Commission has subsequently assessed the suitability and sufficiency of these final commitments to eliminate its serious doubts in the area
of gene silencing reagents.

If sold to a suitable purchaser with the required manufacturing experience, the Gene Modulation Business comprises all the assets and resources
that are necessary for that purchaser to be a viable and long-term effective competitive force in the supply of gene silencing reagents.

The purchaser will have at its disposal the strong Dharmacon brand, the Tushl patent licence and all other relevant IP. The purchaser can couple
these assets with the quality equipment and skilled personnel of Thermo Fisher, and the full breadth of its current product portfolio, know-how
and general technology advantages. The purchaser can use these assets as a solid basis to further develop the Gene Modulation Business. The
Commission considers that the Gene Modulation Business comprises all the assets to allow the purchaser to fully replicate the competitive
constraint that Thermo Fisher has exerted in this area.

In view of the above, the Commission concludes that the Proposed Commitments are suitable and sufficient to eliminate the serious doubts raised
by the Transaction in the area of gene silencing reagents.

3 Magnetic Beads

The market test confirmed that, subject to certain important caveats, the Magnetic Beads business to be transferred is a viable business that
can compete effectively and on a lasting basis with Life Technologies and other suppliers of magnetic beads.

First, the vast majority of respondents who expressed an opinion indicated that the business can only be viable and competitive in the hands of
a purchaser that already has manufacturing capabilities in the life science sector.[293] As Turbobeads underlines, this is particularly the case
as in the current situation, Thermo Fisher's Magnetic Beads business relies on other internal business resources within Thermo.[294]

Second, the respondents highlighted issues concerning the implementation of Thermo Fisher's commitment to divest, at the option of the
purchaser, either its current production equipment or new equipment to be purchased by Thermo Fisher. These respondents underlined that it may
be complex to transfer the equipment effectively and within a reasonably short timeframe. These respondents indicate that this process can be
complex given the validation and audits required by current magnetic beads customers, the potential complexity of the bead types to be divested
and the need to integrate, with the assistance of experienced personnel, the equipment into existing production facilities. Qiagen highlighted
that the uncertainty that the ultimate investment cost can be recouped could decrease the number of purchasers that would ultimately be
interested in the Magnetic Beads Business.[295]

It is therefore deducible from the market test that the commitments should include further arrangements to ensure that the transition of the
equipment to the purchaser is as smooth as possible and that the necessary investment cost is reduced to the extent reasonably possible.

Third, the majority of respondents indicated that the number of sales personnel that Thermo Fisher proposed to divest was not sufficient.[296]
These respondents reiterate that customer relationships are important in the market for magnetic beads. It follows from this that it should be
ensured that the Divestment Business contains sufficient sales personnel, taking account of the existing capabilities that Thermo Fisher has in
this area.

Finally, a significant number of respondents stated that the duration of the sub-licence of the Thermo Fisher brand to sell existing inventory
(6 months) is too short.[297] These concerns mirror the ones that were voiced for the Gene Modulation and Cell Culture Businesses. Importantly,
the respondents who express this concern include Parties that are potentially interested in purchasing the Divestment Business.

Following this market test and further observations made by the Commission, Thermo Fisher has improved the commitments it had offered.

First, Thermo Fisher explicitly commits to divest the Magnetic Beads Business to a purchaser with a proven manufacturing expertise in the life
sciences sector. This should ensure that the Magnetic Beads Business is divested to a purchaser that can develop it as a viable and effective
force in the supply of polymer-based magnetic beads.

Second, Thermo Fisher has strengthened the arrangements for the transfer of the production equipment to the purchaser. Thermo Fisher now
explicitly commits to transport and install the production equipment at a manufacturing site chosen by the purchaser. It also commits to provide
further support to enable the purchaser to utilise the equipment to manufacture magnetic beads of the same type and quality as currently
manufactured by Thermo Fisher. The Commission considers that this eliminates any further risk in the implementation of the commitments, ensuring
that it can produce the magnetic beads with the same consistency in size and the same quality of the beads that Thermo Fisher currently produces
and significantly reducing the necessary investment cost for the purchaser.

Third, Thermo Fisher has increased the duration of the sub-licence to Thermo Fisher brand from six months to one year. This should allow the
purchaser to sell the existing inventory of polymer-based magnetic beads in an effective manner.

Fourth, Thermo Fisher has [increased] the number of sales personnel to be transferred with the Magnetic Beads Business. It has also ensured that
the sales personnel that is to be transferred, covers all existing top customers of Thermo Fisher for the supply of polymer-based magnetic
beads. This ensures that the purchaser will immediately have at its disposal the necessary sales personnel to maintain the established
commercial relationships with the customers of the Magnetic Beads Business. The Commission considers that this also addresses the comments that
respondents in the market test made regarding the sufficiency of the sales personnel to be transferred.

Finally, and following the Commission's observations to this effect, Thermo Fisher has increased the duration of the non-solicitation clause,
according to which it commits not to solicit the Key Personnel transferred with the Magnetic Beads Business to […] after the closing of the sale
of that Business. This longer period will allow the purchaser to preserve the viability and competitiveness of the Magnetic Beads Business
pending the transfer of equipment and other assets of that business.

The Commission has subsequently assessed the suitability and sufficiency of these final commitments to eliminate its serious doubts in the area
of polymer-based magnetic beads.

The Commission considers that on the basis of the results of the market test, its own assessment of the Proposed Commitments and the
improvements that Thermo Fisher has made, its serious doubts in the area of magnetic beads are eliminated.

If sold to a suitable purchaser, the Magnetic Beads Business comprises all the assets and resources that are necessary for that purchaser to be
a viable and long-term effective competitive force in the supply of polymer-based magnetic beads. Moreover, the divestiture of the Magnetic
Beads Business would remove the entire overlap in the market for the production and supply of polymer-based magnetic beads to OEM customers,
where serious doubts were raised.

The purchaser will have at its disposal the Sera-Mag brand, associated patents and other relevant IP, coupled with the equipment, know-how and
skilled personnel currently employed by Thermo Fisher. The final arrangements regarding the transfer of the production equipment explicitly
ensure that the purchaser can produce magnetic beads that have the same consistency in size and the same quality that Thermo Fisher currently
offers. The purchaser can use these assets to develop the Magnetic Beads further. The Commission hence considers that the Magnetic Beads
business comprises all the assets that allow the purchaser to fully replicate the competitive constraint that Thermo Fisher has exerted in this
area.

The purchaser criteria ensure that the Magnetic Beads Business is sold to a purchaser with a wide manufacturing experience in the bio science
sector. These criteria ensure that the purchaser can compete on the basis of a wide presence in the life sciences field, as Thermo Fisher has
done. Importantly, these criteria also ensure that the purchaser has the necessary resources and skills to integrate the equipment into an
existing manufacturing site. Thermo Fisher's commitment to transport and set-up the equipment at that site, […] and the longer non-solicitation
period for the Key Personnel of the Magnetic Beads Business, eliminates the remaining implementation risk in the integration process that was
identified during the market test.

On this basis, the Commission considers that the commitments are effective and capable of being effectively implemented.

In view of the above, the Commission concludes that the Proposed Commitments are suitable and sufficient to eliminate the serious doubts raised
by the Transaction in the area of polymer-based magnetic beads.

CONDITION AND OBLIGATION

Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may attach to its decision
conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered into vis-à-vis the
Commission with a view to rendering the concentration compatible with the internal market.

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 and the EEA Agreement no longer stands. Where the undertakings concerned commit
a breach of an obligation, the Commission may revoke the clearance decision in accordance with Article 8(6)(b) of the Merger Regulation. The
undertakings concerned may also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.

In accordance with the basic distinction between conditions and obligations, the decision in this case is conditional on full compliance with
the requirements set out in Section B of the final commitments, which constitute conditions. The remaining requirements set out in the other
Sections of the said commitments are considered to constitute obligations.

The full text of the final commitments is annexed to this decision as Annex I and forms an integral part thereof.

CONCLUSION

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 contained in
Section B of the commitments annexed to the present decision, and with the obligations contained in the other Sections of the said commitments.

This decision is adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation.

                                        For the Commission
                                        (signed)
                                        Joaquín ALMUNIA
                                        Vice-President

Annex I

                                             Case M.6944 Thermo Fisher Scientific / Life Technologies

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No. 139/2004 as amended  (the  "Merger  Regulation"),  Thermo  Fisher  Scientific  Inc.  (the
"Company") hereby provides the following Commitments (the "Commitments") in order  to  enable  the  European  Commission  (the  "Commission")  to
declare the proposed acquisition by the Company of Life Technologies Corporation ("Life Technologies") compatible with the internal   market  and
the EEA Agreement by its decision pursuant to Article 6(1)(b) of the Merger Regulation (the "Decision").

The Commitments shall take effect upon the date of adoption of the Decision.

This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as  conditions  and  obligations,  in
the general framework of EU law, in particular in the 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.

SECTION A.  DEFINITIONS

For the purpose of the Commitments, the following terms shall have the following meaning:

Affiliated Undertakings:  undertakings controlled by the Parties and/or by the ultimate parents of the Parties, whereby  the  notion  of  control
shall be interpreted pursuant to Article 3 of the Merger Regulation and in the light of the Commission Notice on  the  concept  of  concentration
under Council Regulation (EC) No. 139/2004.

Cell Culture Business:  the business as defined in Section B and Exhibit A.

Closing:  the transfer of the legal title of the Divestment Businesses to the Purchaser.

Divestment Businesses:  the Cell Culture Business, the Gene Modulation Business and the Magnetic Bead Business.

Divestiture Trustee:  one or more natural or legal person(s), independent from the Parties, who is approved by the Commission  and  appointed  by
the Company and who has received from the Company the exclusive Trustee Mandate to sell the Divestment Businesses to a Purchaser  at  no  minimum
price.

Effective Date:  the date of adoption of the Decision.

First Divestiture Period:  the period of […] from the Effective Date.

Gene Modulation Business:  the business as defined in Section B and Exhibit B.

Hold Separate Manager:  the person or persons appointed by the Company for the Divestment Businesses to manage the  day-to-day  business  of  the
Divestment Businesses under the supervision of the Monitoring Trustee.

Key Personnel:  all personnel necessary to maintain the viability and competitiveness of the Divestment Businesses, listed in Exhibits A,  B  and
C.

Life Technologies:  Life Technologies Corporation, a US company incorporated under the laws of Delaware, with its head office at 5791  Van  Allen
Way, Carlsbad, California, United States of America.

Magnetic Bead Business:  the business as defined in Section B and Exhibit C.

Monitoring Trustee:  one or more natural or legal person(s), independent from the Parties, who is approved by the  Commission  and  appointed  by
the Company, and who has the duty to monitor the Company's compliance with the conditions and obligations attached to the Decision.

Parties:  Thermo Fisher Scientific Inc. and Life Technologies.

Personnel: all personnel currently employed by the Divestment Businesses, including Key Personnel, staff seconded to the  Divestment  Businesses,
shared personnel and the additional personnel listed in Exhibits A, B and C.

Purchaser:  the entity or entities approved by the Commission as acquirer or acquirers of  the  Divestment  Businesses  in  accordance  with  the
criteria set out in Section D.

Thermo Fisher Scientific Inc:  a US company incorporated under the laws  of  Delaware,  with  its  head  office  at  81  Wyman  Street,  Waltham,
Massachusetts, United States of America.

Transaction:  the Company's proposed acquisition of Life Technologies.

Trustee(s):  the Monitoring Trustee and the Divestiture Trustee.

Trustee Divestiture Period:  the period of […] from the end of the First Divestiture Period.

SECTION B.  THE DIVESTMENT BUSINESSES

      Commitment to Divest

   1. In order to restore effective competition, the Company commits to divest, or procure the divestiture of, the Divestment Businesses  by  the
      end of the Trustee Divestiture Period as a going concern to a Purchaser and on terms of sale approved by the Commission in accordance  with
      the procedure described in paragraph 14.  To carry out the divestiture, the Company commits to find a Purchaser and to enter into  a  final
      binding sale and purchase agreement for the sale of each of the Divestment Businesses within the First Divestiture Period.  If the  Company
      has not entered into a final binding sale and purchase agreement for the sale of  the  Divestment  Businesses  at  the  end  of  the  First
      Divestiture Period, the Company shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment  Businesses  in  accordance
      with the procedure described in paragraph 23 in the Divestiture Period.

   2. The Company shall be deemed to have complied with this commitment if, by the end of the Trustee Divestiture Period, the Company has entered
      into a final binding sale and purchase agreement, if the Commission approves the purchaser and the terms of sale  in  accordance  with  the
      procedure described in paragraph 14 and if the closing of the sale of the Divestment Businesses takes place within a period  not  exceeding
      […] after the approval of the purchaser and the terms of sale by the Commission.

   3. In order to maintain the structural effect of the Commitments, the Parties shall, for a period of 10 years after the  Effective  Date,  not
      acquire direct or indirect influence over the whole or part of the Divestment Businesses, unless the Commission has previously  found  that
      the structure of the market has changed to such an extent that the absence of  influence  over  the  Divestment  Businesses  is  no  longer
      necessary to render the proposed concentration compatible with the internal market.

      Structure and Definition of the Divestment Businesses

   4. The Divestment Businesses consist of:

        1) The Cell Culture Business, as described in more detail in Exhibit A, which includes the following assets (referred to collectively  as
           “Assets”):

              a) all tangible and intangible assets (including intellectual property rights) which contribute to the  current  operation  or  are
                 necessary to ensure the viability and competitiveness of the Cell Culture Business;

              b) all raw materials, stocks, work in progress and semi-finished and finished goods relating to the Cell Culture Business;

              c) all licences, permits and authorisations issued by any governmental organisation for the benefit of the Cell Culture Business;

              d) all contracts, leases, commitments and customer orders of the Cell Culture Business; all customer, credit and other  records  of
                 the Cell Culture Business (to the extent assignable);

              e) the Key Personnel employed in the Cell Culture Business and any other Personnel  necessary  to  ensure  its  continued  economic
                 viability, marketability and competitiveness; and

              f) the benefit, for a transitional period of 12 months on terms and conditions equivalent to those at present afforded to the  Cell
                 Culture Business, of all current arrangements under which the Company or Affiliated Undertakings supply products or services  to
                 the Cell Culture Business, as detailed in Exhibit A, unless otherwise agreed with the Purchaser.

      (2)   The Gene Modulation Business, as described in more detail in Exhibit B, which includes the following assets (referred to collectively
           as “Assets”):

              a) all tangible and intangible assets (including intellectual property rights), which contribute to the current  operation  or  are
                 necessary to ensure the viability and competitiveness of the Gene Modulation Business;

              b) all raw materials, stocks, work in progress and semi-finished and finished goods relating to the Gene Modulation Business;

              c) all licences, permits and authorisations issued by any  governmental  organisation  for  the  benefit  of  the  Gene  Modulation
                 Business;

              d) all contracts, leases, commitments and customer orders of the Gene Modulation Business; all customer, credit and  other  records
                 of the Gene Modulation Business (to the extent assignable);

              e) the Key Personnel and any other Personnel currently employed in the Gene Modulation Business necessary to ensure  its  continued
                 economic viability, marketability and competitiveness; and

              f) the benefit, for a transitional period of 12 months on terms and conditions equivalent to those at present afforded to the  Gene
                 Modulation Business, of all current arrangements under which the Company or Affiliated Undertakings supply products or  services
                 to the Gene Modulation Business, as detailed in Exhibit B, unless otherwise agreed with the Purchaser.

      (3)   The Magnetic Bead Business, as described in more detail in Exhibit C which includes the following assets (referred to collectively as
           “Assets”):

              a) all tangible and intangible assets (including intellectual property rights) which contribute to the  current  operation  or  are
                 necessary to ensure the viability and competitiveness of the Magnetic Bead Business;

              b) all raw materials, stocks, work in progress and semi-finished and finished goods relating to the Magnetic Bead Business;

              c) all licences, permits and authorisations issued by any governmental organisation for the benefit of the Magnetic Bead Business;

              d) all contracts, leases, commitments and customer orders of the Magnetic Bead Business; all customer, credit and other records  of
                 the Magnetic Bead Business (to the extent assignable);

              e) the Key Personnel employed in the Magnetic Bead Business and any other Personnel necessary  to  ensure  its  continued  economic
                 viability, marketability and competitiveness; and

              f) the benefit, for a transitional period of 2 years on terms and conditions  equivalent  to  those  at  present  afforded  to  the
                 Magnetic Bead Business, of all current arrangements under which the  Company  or  Affiliated  Undertakings  supply  products  or
                 services to the Magnetic Bead Business, as detailed in Exhibit C, unless otherwise agreed with the Purchaser.

SECTION C.  RELATED COMMITMENTS

      Preservation of Viability, Marketability and Competitiveness

   5. From the Effective Date until Closing, the Company shall  preserve  the  economic  viability,  marketability  and  competitiveness  of  the
      Divestment Businesses, in accordance with good business practice, and shall minimise as far as possible any risk  of  loss  of  competitive
      potential of the Divestment Businesses.  In particular the Company undertakes:

        a) not to carry out any act upon its own  authority  that  might  have  a  significant  adverse  impact  on  the  value,  management  or
           competitiveness of the Divestment Businesses or that might alter the nature and scope of activity, or the  industrial  or  commercial
           strategy or the investment policy of the Divestment Businesses;

        b) to make available sufficient resources for the development of the Divestment  Businesses,  on  the  basis  and  continuation  of  the
           existing business plans; and

        c) to take all reasonable steps, including appropriate incentive schemes (based on industry practice), to encourage all Key Personnel to
           remain with the Divestment Businesses.

      Hold-Separate Obligations

   6. The Company commits, from the Effective Date until Closing, to keep the Divestment Businesses separate from the businesses it is  retaining
      and to ensure that Key Personnel of the Divestment Businesses – including the Hold Separate Manager – have no involvement in  any  business
      retained and vice versa.  The Company shall also ensure that the  Personnel  do  not  report  to  any  individual  outside  the  Divestment
      Businesses.

   7. Until Closing, the Company shall assist the Monitoring Trustee in ensuring that the Divestment  Businesses  are  managed  as  distinct  and
      saleable entities separate from the businesses retained by the Parties.  The Company  shall  appoint  a  Hold  Separate  Manager  for  each
      Divestment Business who shall be responsible for the management of that Divestment  Business,  under  the  supervision  of  the  Monitoring
      Trustee.  The Hold Separate Manager shall manage the Divestment Business independently and in the best interest of the business with a view
      to ensuring its continued economic viability, marketability and competitiveness and its independence from the businesses  retained  by  the
      Parties.

      Ring-fencing

   8. The Company shall implement all necessary measures to ensure that it does not after the Effective Date obtain any business  secrets,  know-
      how, commercial information, or any other information of a confidential or proprietary nature relating to the  Divestment  Businesses.   In
      particular, the participation of the Divestment Businesses in a central information technology network  shall  be  severed  to  the  extent
      possible, without compromising the viability of the Divestment Businesses.  The Company may obtain information relating to  the  Divestment
      Businesses which is reasonably necessary for the divestiture of the Divestment Businesses, which is reasonably  required  to  maintain  the
      viability of the Divestment Businesses, or whose disclosure to the Company is required by law.

      Non-solicitation Clause

   9. The Company undertakes, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do not  solicit,  the
      Key Personnel transferred with the Divestment Businesses for a period of:

      (a)   […] after Closing in the case of the Cell Culture Business and the Gene Modulation Business; and

      (b)   […] after Closing in the case of the Magnetic Bead Business.

      Due Diligence

  10. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Businesses, the Company shall, subject to
      customary confidentiality assurances and dependent on the stage of the divestiture process:

      (a)   provide to potential purchasers sufficient information as regards the Divestment Businesses; and

      (b)   provide to potential purchasers sufficient information relating to the  Personnel  and  allow  them  reasonable  access  to  the  Key
           Personnel.

      Reporting

  11. The Company shall submit written reports in English  on  potential  purchasers  of  the  Divestment  Businesses  and  developments  in  the
      negotiations with such potential purchasers to the Commission and the Monitoring Trustee no later than 10 days after the end of every month
      following the Effective Date (or otherwise at the Commission's request).

  12. The Parties shall from the Effective Date inform  the  Commission  and  the  Monitoring  Trustee  on  the  preparation  of  the  data  room
      documentation and the due diligence procedure and shall submit a copy of an information memorandum in respect of  each  of  the  Divestment
      Businesses to the Commission and the Monitoring Trustee before sending the memorandum out to potential purchasers.

SECTION D.  THE PURCHASER

  13. In order to ensure the immediate restoration of effective competition, the Purchaser, in order to  be  approved  by  the  Commission,  must
      satisfy the following criteria (the "Purchaser Requirements"):

        a) be independent of and unconnected to the Parties;

        b) have the financial resources, proven manufacturing expertise in the life sciences sector and incentive to maintain  and  develop  the
           relevant Divestment Business as a viable and active competitive force in competition with the Parties and other competitors; and

        c) neither be likely to create, in the light of the information available to the Commission, prima facie competition concerns  nor  give
           rise to a risk that the implementation of the Commitments will be delayed, and must, in particular, reasonably be expected to  obtain
           all necessary approvals from the relevant regulatory authorities for the acquisition of the relevant Divestment Business.

  14. The final binding sale and purchase agreement shall be conditional on the Commission's approval.  When the Company has reached an agreement
      with a purchaser, it shall submit a fully documented and reasoned proposal, including a copy of the final agreement(s), to  the  Commission
      and the Monitoring Trustee.  The Company must be able to demonstrate to the Commission that the  proposed  purchaser  meets  the  Purchaser
      Requirements and that the relevant Divestment Business is being sold in a manner consistent with the Commitments.  For  the  approval,  the
      Commission shall verify that the proposed purchaser fulfils the Purchaser Requirements and that the relevant Divestment Business  is  being
      sold in a manner consistent with the Commitments.  The Commission may approve the sale of each Divestment  Business  without  one  or  more
      Assets or parts of the Personnel, if this does not affect the viability and competitiveness of that Divestment  Business  after  the  sale,
      taking account of the proposed purchaser.

SECTION E.  TRUSTEE

      I.  Appointment Procedure

  15. The Company shall appoint a Monitoring Trustee to carry out the functions specified in the Commitments for a Monitoring  Trustee.   If  the
      Company has not entered into a binding sale and purchase agreement one month before the end of the  First  Divestiture  Period  or  if  the
      Commission has rejected a purchaser proposed by the Company at that time or thereafter, the Company shall appoint a Divestiture Trustee  to
      carry out the functions specified in the Commitments for a Divestiture Trustee. The appointment  of  the  Divestiture  Trustee  shall  take
      effect upon the commencement of the Trustee Divestiture Period.

  16. The Trustee shall be independent of the Parties, possess the necessary  qualifications  to  carry  out  its  mandate,  for  example  as  an
      investment bank or consultant or auditor, and shall not have or be reasonably likely to have a conflict of interest.  The Trustee shall  be
      remunerated by the Parties in a way that does not impede the independent and effective fulfilment of its mandate.  In particular, where the
      remuneration package of a Divestiture Trustee includes a success premium linked to the final sale value of the Divestment  Businesses,  the
      fee shall also be linked to a divestiture within the Trustee Divestiture Period.

     Proposal by the Company

  17. No later than one week after the Effective Date, the Company shall submit a list of one or  more  persons  whom  the  Company  proposes  to
      appoint as the Trustee to the Commission for approval.  No later than one month before the end of the First Divestiture Period, the Company
      shall submit a list of one or more persons whom the Company proposes to appoint as Divestiture Trustee to the Commission for approval.  The
      proposal shall contain sufficient information for the Commission to verify that the proposed Trustee fulfils the requirements  set  out  in
      paragraph 16 and shall include:

        a) the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under
           these Commitments;

        b) the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks; and

        c) an indication whether the proposed Trustee is to act as both Monitoring Trustee  and  Divestiture  Trustee  or  whether  a  different
           trustee may be proposed (if subsequently required) as the Divestiture Trustees for the two functions.

      Approval or Rejection by the Commission

  18. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
      modifications it deems necessary for the Trustee to fulfil its obligations.  If only one name is approved, the  Company  shall  appoint  or
      cause to be appointed, the individual or institution concerned as Trustee, in accordance with the mandate approved by the  Commission.   If
      more than one name is approved, the Company shall be free to choose the Trustee to be appointed from among the names approved.  The Trustee
      shall be appointed within one week of the Commission's approval, in accordance with the mandate approved by the Commission.

      New Proposal by the Company

  19. If all the proposed Trustees are rejected, the Company shall submit the names of at least two more individuals or institutions  within  one
      week of being informed of the rejection, in accordance with the requirements and the procedure set out in paragraphs 15 to 18.

      Trustee Nominated by the Commission

  20. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom the Company  shall  appoint,
      or cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II.  Functions of the Trustee

  21. The Trustee shall assume its specified duties in order to ensure  compliance  with  the  Commitments.   The  Commission  may,  on  its  own
      initiative or at the request of the Trustee or the Company, give any orders or instructions to the Trustee in order  to  ensure  compliance
      with the conditions and obligations attached to the Decision.

      Duties and Obligations of the Monitoring Trustee

  22. The Monitoring Trustee shall:

        i) propose in its first report to the Commission a detailed  work  plan  describing  how  it  intends  to  monitor  compliance  with  the
           obligations and conditions attached to the Decision.

       ii) oversee the on-going management of the Divestment Businesses with a view to ensuring its continued economic viability,  marketability
           and competitiveness and monitor compliance by the Company with the conditions and obligations attached to the Decision.  To that  end
           the Monitoring Trustee shall:

              a) monitor the preservation of the economic viability, marketability and competitiveness of  the  Divestment  Businesses,  and  the
                 keeping separate of the Divestment Businesses from the business retained by the Parties, in accordance with paragraphs 5  and  6
                 of the Commitments;

              b) supervise the management of the Divestment Businesses as a distinct and saleable entity, in accordance with paragraph 7  of  the
                 Commitments;

              c) (i) in consultation with the Company, determine all necessary measures to ensure that the Company does not after  the  Effective
                 Date obtain any business secrets, know-how, commercial information, or any other information of a  confidential  or  proprietary
                 nature relating to the Divestment Businesses, in particular strive for the severing of the Divestment Businesses'  participation
                 in a central information technology network to the extent  possible,  without  compromising  the  viability  of  the  Divestment
                 Businesses, and (ii) decide whether such information may be disclosed to the Company as the disclosure is  reasonably  necessary
                 to allow the Company to carry out the divestiture or as the disclosure is required by law;

              d) monitor the splitting of assets and the allocation of Personnel between the Divestment Businesses and the Company or  Affiliated
                 Undertakings;

      iii) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision;

       iv) propose to the Company such measures as the Monitoring Trustee considers necessary  to  ensure  the  Company's  compliance  with  the
           conditions and obligations attached to the Decision, in particular the maintenance of the full economic viability,  marketability  or
           competitiveness of the Divestment  Businesses,  the  holding  separate  of  the  Divestment  Businesses  and  the  non-disclosure  of
           competitively sensitive information;

        v) review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the stage  of
           the divestiture process, (a) potential purchasers receive sufficient information  relating  to  the  Divestment  Businesses  and  the
           Personnel in particular by reviewing, if available, the data room documentation, the information memorandum  and  the  due  diligence
           process, and (b) potential purchasers are granted reasonable access to the Key Personnel;

       vi) provide to the Commission, sending the Company a non-confidential copy at the same time, a written report within 15  days  after  the
           end of every month.  The report shall cover the operation and management of the Divestment Businesses  so  that  the  Commission  can
           assess whether the business is held in a manner consistent with the Commitments and the progress of the divestiture process  as  well
           as potential purchasers.  In addition to these reports, the Monitoring Trustee shall promptly report in writing  to  the  Commission,
           sending the Company a non-confidential copy at the same time, if it concludes on reasonable grounds that the Company  is  failing  to
           comply with these Commitments;

      vii) within one week after receipt of the documented proposal referred to in paragraph 14, submit to the Commission a reasoned opinion  as
           to:

              a) the suitability and independence of the proposed purchaser and the viability of the relevant Divestment Business after the sale;
                 and

              b) whether the relevant Divestment Business is sold in a manner consistent with the conditions  and  obligations  attached  to  the
                 Decision, in particular (if relevant) whether the sale of the relevant Divestment Business without one or more Assets or all  of
                 the Personnel affects the viability of that Divestment Business after the sale, taking account of the proposed purchaser.

      Duties and Obligations of the Divestiture Trustee

  23. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no  minimum  price  the  relevant  Divestment  Business  to  a
      purchaser, provided that the Commission has approved both the relevant purchaser and the relevant final binding sale and purchase agreement
      in accordance with the procedure laid down in paragraph 14.  The Divestiture Trustee shall include in the sale and purchase agreement  such
      terms and conditions as it considers appropriate for an expedient sale in the Trustee Divestiture Period.  In particular,  the  Divestiture
      Trustee may include in the sale and purchase agreement such customary representations and warranties  and  indemnities  as  are  reasonably
      required to effect the sale.  The Divestiture Trustee shall protect the legitimate financial interests  of  the  Company,  subject  to  the
      Company's unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.

  24. In the Trustee Divestiture Period (or otherwise at the Commission's request), the Divestiture Trustee shall provide the Commission  with  a
      comprehensive monthly report written in English on the progress of the divestiture process.  Such reports shall be submitted within 15 days
      after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to the Company.

      III.  Duties and Obligations of the Company

  25. The Company shall provide and shall cause its advisors to provide the Trustee with all such cooperation, assistance and information as  the
      Trustee may reasonably require to perform its tasks.  The Trustee shall have full and complete access  to  any  of  the  Company's  or  the
      Divestment Businesses' books, records, documents, management or other personnel, facilities, sites and technical information necessary  for
      fulfilling its duties under the Commitments and the Company and the Divestment Businesses shall  provide  the  Trustee  upon  request  with
      copies of any document.  The Company and the Divestment Businesses shall make available to  the  Trustee  one  or  more  offices  on  their
      premises and shall be available for meetings in order to provide the Trustee with all information necessary  for  the  performance  of  its
      tasks.

  26. The Trustee shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on behalf of
      the management of the Divestment Businesses. This shall include all administrative support functions relating to the Divestment  Businesses
      which are currently carried out at headquarters level. The Company shall provide and shall cause its advisors  to  provide  the  Monitoring
      Trustee, on request, with the information submitted to potential purchasers, in particular give the Monitoring Trustee access to  the  data
      room documentation and all other information granted to potential purchasers in the due diligence procedure. The Company shall  inform  the
      Monitoring Trustee on possible purchasers, submit a list of  potential  purchasers,  and  keep  the  Monitoring  Trustee  informed  of  all
      developments in the divestiture process.

  27. The Company shall grant or procure that Affiliated Undertakings grant comprehensive powers of attorney, duly executed, to  the  Divestiture
      Trustee to effect the sale, the Closing and all actions and declarations which the Divestiture Trustee considers necessary  or  appropriate
      to achieve the sale and the Closing, including the appointment of advisors to assist with the sale process. Upon request of the Divestiture
      Trustee, the Company shall cause the documents required for effecting the sale and the Closing to be duly executed.

  28. The Company shall indemnify the Trustee and its employees and agents (each an "Indemnified Party") and hold each Indemnified Party harmless
      against, and hereby agrees that an Indemnified Party shall have no liability to  the  Company  for  any  liabilities  arising  out  of  the
      performance of the Trustee's duties under the Commitments, except to the extent that such  liabilities  result  from  the  wilful  default,
      recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.

  29. At the expense of the Company, the Trustee may appoint advisors (in particular for corporate finance  or  legal  advice),  subject  to  the
      Company's approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the  appointment  of  such  advisors
      necessary or appropriate for the performance of its duties and obligations under the Mandate, provided that any  fees  and  other  expenses
      incurred by the Trustee are reasonable.  Should the Company refuse to approve the advisors proposed  by  the  Trustee  the  Commission  may
      approve the appointment of such advisors instead, after having heard the Company.  Only the Trustee shall be entitled to issue instructions
      to the advisors. Paragraph 28 shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee  may  use  advisors
      who served the Company during the Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

      IV.  Replacement, Discharge and Reappointment of the Trustee

  30. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
      a conflict of interest:

        a) the Commission may, after hearing the Trustee, require the Company to replace the Trustee; or

        b) the Company, with the prior approval of the Commission, may replace the Trustee.

  31. If the Trustee is removed according to paragraph 30, the Trustee may be required to continue in its function until  a  new  Trustee  is  in
      place to whom the Trustee has effected a full hand over of all relevant information. The new Trustee shall be appointed in accordance  with
      the procedure referred to in paragraphs 15 to 20.

  32. Beside the removal according to paragraph 30, the Trustee shall cease to act as Trustee only after the Commission has  discharged  it  from
      its duties after all the Commitments with which the Trustee has been entrusted have been implemented.  However, the Commission may  at  any
      time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not  have  been  fully
      and properly implemented.

SECTION F.  THE REVIEW CLAUSE

  33. The Commission may, where appropriate, in response to a request from the Company showing good cause and accompanied by a  report  from  the
      Monitoring Trustee:

            i) grant an extension of the time periods foreseen in the Commitments; or

       ii) waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments.

  34. Where the Company seeks an extension of a time period, it shall submit a request to the Commission no  later  than  one  month  before  the
      expiry of that period, showing good cause.  Only in exceptional circumstances shall the Company be entitled to request an extension  within
      the last month of any period.

      Brussels, 19 November 2013

     ……………………………………
      duly authorised for and on behalf of
      Thermo Fisher Scientific Inc.

                                                       EXHIBIT A: The Cell Culture Business

Thermo Fisher proposes to divest its entire HyClone cell culture business  (excluding  single  use  technologies  (“SUT”)),  which  includes  the
following assets:

HyClone sera and media facilities. Thermo Fisher processes and manufactures HyClone sera and media at the sites listed below, all of which  would
be divested as part of this offer.  These  facilities  represent  an  autonomous  cell  culture  business,  including  procurement,  manufacture,
operations and supply chain, customer service, finance, sales and marketing organisations. As discussed below,  Thermo  Fisher  also  hydrates  a
small amount of media at facilities in Cramlington, UK, and Beijing, China, but those facilities will not be part of the divestiture because  the
Cramlington facility is by and large an SUT facility and the Beijing facility is primarily used for Thermo Fisher’s microbiological division.

 • Omokora facility, Tauranga, New Zealand: This cGMP site is used to process and manufacture New Zealand Fetal Bovine Serum (“FBS”), New Zealand
   Calf sera and New Zealand Adult Bovine sera. It is composed of 17,000 square feet across multiple buildings that include  manufacturing  lines
   (filtration, freezers, incubators, pooling tank,  filling  equipment  and  packaging  equipment)  as  well  as  supply  chain  and  operations
   infrastructure (shipping and logistics, quality assurance and inventory control). The facility has an  annual  production  capacity  of  [150-
   200],000 litres. Its utilisation rate in 2012 was [30-40]%, and its output was [10-20],000 litres of FBS, [10-20],000 litres of calf sera  and
   [10-20],000 litres of adult bovine sera.

 • Mordialloc facility, Melbourne, Australia: This cGMP facility is used to process and manufacture Australian FBS. It is  a  5,500  square  feet
   building that includes manufacturing lines (single-use filtration, freezers, incubators, single-use pooling tank, single-use filling equipment
   and packaging equipment) as well as supply chain and operations infrastructure  (shipping  and  logistics,  quality  assurance  and  inventory
   control). The facility has an annual production capacity of [90-100],000 litres. Its utilisation rate in 2012 was [10-20]%.

 • Omaha, Nebraska facility: This 2,200 square feet facility is exclusively dedicated to the processing of US calf blood into  raw  newborn  calf
   sera.  The facility contains centrifuges and a freezer.  The facility  has  an  annual  production  capacity  of  [300-500],000  litres.   Its
   utilisation rate in 2012 was [10-20]%.

 • Green Bay, Wisconsin facility: This 14,000 square feet facility is exclusively dedicated to the processing of US  calf  blood  into  raw  calf
   sera.  The facility contains centrifuges and a freezer.  The facility has  an  annual  production  capacity  of  [700-1000],000  litres.   Its
   utilisation rate in 2012 was [20-30]%.

 • Logan, Utah facilities: Thermo Fisher currently manufactures and distributes media and sera at its Logan, Utah facilities as follows:

      o Sera and liquid media facility: This cGMP facility is about 55,000 square feet, and includes both sera and media operations.

            ▪ Sera: The facility is used to process and manufacture US FBS, Calf sera and Equine  sera.  It  includes  manufacturing  lines  and
              inventory storage (filtration, freezers, incubators, pooling tank, filling equipment and packaging equipment). The facility has an
              annual production capacity of about [600-800],000 litres. Its utilisation rate in 2012 was [50-60]%.

            ▪ Media: This facility is used to manufacture  liquid  media  and  includes  coolers,  powder  milling  equipment,  powder  blending
              equipment, liquid hydration equipment (stainless steel tanks and single-use bags), filtration equipment, filling lines,  packaging
              equipment. It has an annual production capacity of [20-30] million litres. Its utilisation rate in 2012 was [70-80]%.

      o Powder media and component facility: This cGMP facility is dedicated to the manufacture of dry powder media, media component storage and
        raw sera warehousing. It is about 55,000 square feet. The facility is equipped with coolers, powder milling equipment,  powder  blending
        equipment, liquid hydration equipment (stainless steel and single-use), filtration equipment, filling lines, and packaging equipment. It
        has an annual production capacity of about [500-1000] tons. Its utilisation rate in 2012 was [50-60]%.

      o USDA FBS & porcine sera facility: This cGMP facility is used to process and manufacture USDA FBS (Central American origin)  and  porcine
        sera. It is a 3,000 square feet building that includes manufacturing  equipment  (single-use  filtration,  freezer  for  finished  sera,
        incubators, single-use pooling tank, single use filling equipment, bottling line  and  boxing  station).  The  facility  has  an  annual
        production capacity of [100-200],000 litres. Its utilisation rate in 2012 was [20-30]%, and its output was [10-20],000  litres  of  USDA
        FBS and [0-10],000 litres of porcine sera.

      o Distribution warehouse facility: This cGMP facility spans approximately 50,000 square feet and contain sera and media  finished  product
        storage freezers with a capacity of [750-950],000 litre for finished sera products and [900-1600],000 litre for finished media products.
        While this warehouse is primarily used for storage of finished sera and media, it also currently houses a  small  SUT  inventory,  which
        will be relocated within […] of completion of the divestiture.

      o General administration building: This approximately 18,000 square feet facility houses the administrative staff and operations (finance,
        customer service, management, marketing, human resources, accounting and finance), and is also offered as part of the divestiture offer.
         All SUT personnel located in this building will be moved to another location within […] of completion of the divestiture; the migration
        of IT systems will take up to […].

 • Singapore: This new 30,000 square feet facility manufactures dry powder media. It is equipped with coolers, powder milling  equipment,  powder
   blending equipment and packaging equipment. […].  It is in start-up mode and in the process of being validated.

 • Aalst, Belgium: This facility has 16,000 square feet of storage and distribution space for finished product sera and  media.  It  is  equipped
   with 12,000 square feet of ambient storage, 2000 square feet of refrigerated storage and 2000 square  feet  of  freezer  storage.  While  this
   warehouse is primarily used for storage of finished sera and media, it also currently houses a small inventory of non-cell  culture  products,
   which will be relocated within […] of completion of the divestiture.

Product lines. The proposed divestiture includes Thermo Fisher’s entire HyClone sera and media product lines, including, but not limited to,  ANZ
FBS, US FBS, and USDA FBS, and all HyClone liquid and dry powder media (including process liquids) product lines.

Brand names and intellectual property.  As part of the proposed divestiture, Thermo Fisher offers to transfer  the  rights  to  all  intellectual
property, technology and know-how associated with its sera and media operations, including its proprietary media formulations.  The  intellectual
property to be transferred to the purchaser includes:

 • Hyclone™ and HyQ™: these brands and trade marks will be assigned to the purchaser.  Immediately following the assignment, the  purchaser  will
   be required to grant Thermo Fisher an exclusive licence to use these trade marks/brand  names  in  relation  to  Thermo  Fisher’s  single  use
   technology products and in any pre-existing company or legal entity name for two years.   In that licence agreement, the purchaser  will  also
   agree not to use either brand name for SUT products or any products other than media and sera, in perpetuity;

 • The Alpha Calf™ brand and trade mark;

 • The FetalClone I™ brand and trade mark;

 • The FetalClone II™ brand and trade mark;

 • The FetalClone III™ brand and trade mark;

 • The Cosmic Calf™ brand and trade mark; and

 • Proprietary information kept as trade secrets relating to details on  production  processes,  including  in  relation  to  standard  operating
   procedures, for both sera and media.

Thermo Scientific name.  Thermo Fisher will grant a licence to the purchaser to use the Thermo Scientific name for  a  period  of  two  years  in
order to facilitate the sale of existing inventory held by the Cell Culture Business and to  allow  the  purchaser  to  transition  to  packaging
featuring its own corporate name and branding.  For the avoidance of doubt:

 • This licence will apply only in respect of inventory existing at the date of the sale of the Cell Culture Business and which has already  been
   labelled with the Thermo Scientific name; and

 • This licence will no longer apply in respect of any particular Stock Keeping Unit (SKU) labelled with the  Thermo  Scientific  name  once  the
   purchaser has made sales of that SKU labelled without the Thermo Scientific name.

Personnel. The divestiture business will include all dedicated sera and media manufacturing employees covering all areas of operation,  including
processing, filling, packaging, operations and supply chain (approximately […] full time employees).[298]  Notably, Thermo Fisher also offers  to
transfer all key sera and media product management, quality, R&D, product management, and technical support personnel, as well as  all  personnel
responsible for sera procurement (who have the relationships with abattoirs and blood collections). In addition, the divestiture will include  an
appropriate allocation of the personnel that split their time between sera and media, on the one hand,  and  SUT  products,  on  the  other  hand
(including sales, marketing, quality control,  distribution,  customer  service  and  other  support  functions)  (approximately  […]  full  time
employees).

Key Personnel.  The Key Personnel and their functions are as follows:

 • […] – Vice President / General Manager;

 • […] – Director Finance/IT;

 • […] – Director Sales and Marketing;

 • […] – Director Quality / Regulatory Affairs;

 • […] – Director Human Resources;

 • […] – Director Operations;

 • […] – Director Sera Procurement; and

 • […] – Director R&D and Field Application.

Supply chain. Thermo Fisher will provide its existing distribution capabilities and infrastructure at the above-listed  facilities  and  relevant
supply chain personnel.

Thermo Fisher distributes the bulk of its cell culture products in North  America  and  Europe  from  its  dedicated  cell  culture  distribution
facilities in Logan and Aalst which are included in the divestiture.[299]  Thermo Fisher’s Asia Pacific customers are served either  directly  or
by Thermo Fisher’s shared service centres in Japan and China.  These shared service centres will not be part of the divestiture because they  are
used for distribution of many different products (beyond cell culture), but that should  not  have  any  meaningful  impact  on  the  divestiture
buyer’s cell culture business because (1) the most likely divestiture buyers will  already  have  their  own  distribution  facilities;  (2)  the
divestiture buyer can use third party warehousing providers similar to what Thermo Fisher does in many countries; or (3)  the  divestiture  buyer
can easily build its own cell culture warehouse (it is essentially no more than  leased  space  with  a  freezer).   Nonetheless,  Thermo  Fisher
commits to continue to distribute sera and media products on behalf of the divestiture buyer under a transitional services agreement, for  up  to
[…].

Inventory. The divested business will include transfer of Thermo Fisher’s entire HyClone sera and media inventory,  which  currently  amounts  to
approximately [600-700],000 litres of sera (including [20-30],000 litres of ANZ FBS and [100-200],000 litres of US FBS), [10-20]  million  litres
of liquid media and [100-200] tons of powder media. Thermo Fisher estimates that this inventory would last […], on average.

Customer contracts. The divested business will include transfer of all existing sera and media supply contracts between  Thermo  Fisher  and  its
bioproduction and research customers to the extent those contracts can be  assigned.  Thermo  Fisher  will  provide  its  cell  culture  customer
database and invoicing information.

Distributors / Dealers. Thermo Fisher will facilitate the assignment of its existing distributor / dealer arrangements, to the extent possible.

SUT is not part of the divestiture. Thermo Fisher will not divest its SUT business because (1) SUT is not an overlap product, and (2) SUT is  not
needed to compete successfully in the sera and media markets, as LIFE and other suppliers have demonstrated. All but one of Thermo  Fisher’s  SUT
facilities are standalone buildings dedicated to SUT operations that will not raise any separation issues for the sera and  media  business.  The
only (minor) exception is Thermo Fisher’s SUT facility in Cramlington, which also houses a small media hydration operation.

 • Thermo Fisher primarily uses its Cramlington facility for SUT manufacturing and, therefore, has not included this facility in its  divestiture
   proposal. A small part of this facility is dedicated to media hydration for European customers.

 • Tolling agreement for media sold in SUT bags. Some of Thermo Fisher’s customers purchase its media in SUT bags.  To  minimise  disruption  for
   those customers, Thermo Fisher is prepared to enter into a tolling agreement to supply the divestiture  buyer  with  SUT  bags,  so  that  the
   divestiture buyer can continue to supply the media in the same SUT bags, just like Thermo Fisher does today.

Media hydration equipment. As mentioned above, the Cramlington and Beijing facilities will not form part of the divestiture.  However, the  media
hydration equipment contained in these two facilities will be offered to the purchaser to be used at a different site or sites.   That  equipment
includes liquid hydration equipment, filtration equipment, filling lines and packaging equipment.  The  Cramlington  facility  has  a  production
(practical) capacity of about [0-10] million litres with a utilisation rate of [20-30]% in 2012.  The Beijing facility has a production  capacity
of about [500-700],000 litres with a utilisation rate of [60-70]% in 2012.

Transitional supply to Thermo Fisher.  Thermo Fisher’s cell culture division currently supplies minimal amounts of both sera and  media  products
to other parts of Thermo Fisher for use in research and other applications.  The value of such sales was less than […]  in  2012.  Thermo  Fisher
would require the purchaser to continue supplying Thermo Fisher with the same products for a maximum of 3  years  (at  current  transfer  prices,
which are above cost).

                                                     EXHIBIT B: The Gene Modulation Business

To resolve the Commission’s concerns about the parties’ overlap in siRNA and miRNA, Thermo  Fisher,  therefore,  commits  to  divest  the  assets
described below, comprising its gene modulation business in Lafayette, Colorado (subject to the limitations  below,  such  as  the  retention  of
certain executives and personnel at the Lafayette facility ([…]) who will remain with Thermo Fisher because they  have  responsibilities  in  its
molecular biology business beyond gene modulation).

Lafayette, Colorado facility: This is the only location where Thermo Fisher develops and manufactures gene modulation products (including  siRNA,
shRNA, and miRNA reagents and libraries), as well as Thermo Fisher’s distribution hub for  gene  modulation  products  (all  of  Thermo  Fisher’s
customers of gene modulation products are supplied from the Lafayette facility). Thermo Fisher acquired the  facility  through  its  purchase  of
Dharmacon, Inc. in 2004, and has since expanded it. It is now a leased 78,721 square feet facility,  spread  across  two  buildings  (65,971  and
12,750).  The manufacturing processes at the Lafayette facility include RNA and DNA synthesis; siRNA plating, storage and  retrieval;  RNA  viral
construct production and plating; viral particle production; and gene content  clone  distribution.  The  Lafayette  facility  is  a  standalone,
autonomous site, including R&D, manufacturing operations and supply chain, customer service, finance, and sales and marketing  organisations,  as
well as management for the referenced product lines.

Product lines. The gene modulation product lines manufactured in Lafayette include:

 • All siRNA reagents and libraries including:

      o siGENOME

      o On-TARGETplus

      o Accell

      o lncRNA

 • All shRNA reagents, viral particles, and libraries including:

      o GIPZ

      o TRIPZ

      o Decode

      o TRC

 • All miRNA reagents and libraries including:

      o miRIDIAN

      o shMIMIC

 • RNAi controls

 • DharmaFECT transfection reagents[300]

 • cDNA and ORF clones and gene collections

 • Custom RNA, DNA, and other molecules

Personnel. If divested in its entirety, the gene modulation business in Lafayette would include:

 • Approximately […] employees (including several original Dharmacon employees).

 • Manufacturing, materials sourcing, distribution, marketing, sales and management (including all key gene modulation product management).

 • A complete R&D and bio-informatics team, a Call Centre  (including  customer  service  and  technical  support),  and  administrative  support
   functions such as Finance and IT.

Most personnel currently at the Lafayette facility would be part of the divested business, except a few executives and some other personnel that
manage aspects of Thermo Fisher’s molecular biology business beyond gene modulation ([…] employees). Those  employees  will  be  transferred  to
another Thermo Fisher location  if  the  Lafayette  facility  is  divested.[301]   The  divested  business  would  also  include  several  sales
representatives in the US and in other countries that represent and sell the gene modulation products.

Key Personnel.  The Key Personnel and their functions are as follows:

 • […] – Vice President / General Manager;

 • […] – Director of Operations;

 • […] – Finance Director;

 • […] – R&D Director;

 • […] – Marketing Director;

 • […] – North America Sales Director;

 • […] – EU Sales Director; and

 • […] – APAC & Distributor Sales Director.

Supply chain and infrastructure. Thermo Fisher will provide existing direct distribution capabilities at  the  Lafayette  facility  and  relevant
personnel, together with access on a transitional basis to the shared services centres in Germany, Japan and China.

Distributors / Dealers. Thermo Fisher will facilitate the assignment of distribution agreements with third  party  distributor  partners  to  the
extent that they are assignable.

Information technology. Thermo Fisher will provide the code relating to the legacy Dharmacon and Open  Biosystems  websites  and  the  underlying
content which support the aforementioned product lines.

Tuschl licence. Thermo Fisher’s gene modulation business includes one of a total of four licences to the Tuschl patents granted by  MIT.   Thermo
Fisher’s Tuschl patents licence will be transferred to the purchaser of the gene modulation business (or otherwise terminated by Thermo Fisher).

Other intellectual property. Thermo Fisher’s gene modulation business includes intellectual property, technology  and  know-how  related  to  the
development, design and manufacture of its siRNA, shRNA and miRNA product lines, including:

 • siGENOME design;

 • On-TARGETplus design;

 • Accell molecule design;

 • SMARTvector design;

 • miRIDIAN designs;

 • shMIMIC design;

 • SMARTchoice design;

 • Gene sequences; and

 • ACE chemistry processes.

Thermo Fisher uses or expects to use some of intellectual property covering the development, design and manufacture of the  above  product  lines
(notably intellectual property covering gene sequences but also the ACE chemistry processes)  for  broader  purposes  than  the  gene  modulation
business.  Therefore the transfer to the divestiture buyer of the ACE chemistry processes will be subject to  a  licence  back  for  applications
outwith gene silencing; and the intellectual property relating to gene sequences will be the subject of an exclusive licence to  the  divestiture
buyer for gene modulation applications.

Brand names. Thermo Fisher’s gene modulation business includes the rights to the Dharmacon and Open Biosystems brands, as well as  the  names  to
various product lines, such as:

 • siRNA product names (e.g., siGENOME, ON-TARGETplus, Accell);

 • shRNA product names (e.g., GIPZ, TRIPZ, Decode);

 • miRNA product names (e.g., shMIMIC, miRIDIAN); and

 • DharmaFECT.

Thermo Scientific name.  Thermo Fisher will grant a licence to the purchaser to use the Thermo Scientific name for a period of one year in  order
to facilitate the sale of existing inventory held by the Gene Modulation  Business  and  to  allow  the  purchaser  to  transition  to  packaging
featuring its own corporate name and branding.

Customer contracts. Customers typically purchase gene modulation products on an ad hoc basis.   Thermo  Fisher  will  provide  relevant  customer
records to the purchaser.

Inventory transfer. Virtually all of Thermo Fisher’s inventory of gene  modulation  products  is  warehoused  at  the  Lafayette  facility.  This
inventory, which includes all existing siRNA, shRNA and miRNA reagents and libraries, as well as the extensive cDNA and  ORF  collections,  would
be transferred to the divestiture buyer as part of a full divestiture of the gene modulation business.

                                                      EXHIBIT C:  The Magnetic Bead Business

Thermo Fisher proposes to divest its existing magnetic bead business (excluding its facilities used for the production  and  supply  of  magnetic
beads).  This business will be carved out from Thermo Fisher’s existing clinical diagnostics business.  The objective of  the  divestment  is  to
allow the purchaser to manufacture magnetic beads of the same type and quality and under the  same  brand  names  as  currently  manufactured  by
Thermo Fisher.

The Magnetic Bead Business will include the following assets:

Brand name. As part of the divestiture, Thermo Fisher commits to assign the Sera-Mag™ and Sera-Mag SpeedBeads™ brand names and  associated  trade
marks to the purchaser.

Thermo Scientific name.  Thermo Fisher will grant a licence to the purchaser to use the Thermo Scientific name for a period of one year in  order
to facilitate the sale of existing inventory held by the Magnetic Bead Business and to allow the purchaser to transition to  packaging  featuring
its own corporate name and branding.

Other intellectual property.  In addition to the above brand names and trade marks, Thermo Fisher will offer to assign all intellectual  property
rights which contribute to the current operation or are necessary for the manufacture and supply  of  Thermo  Fisher’s  magnetic  bead  products.
This includes a transfer of the following:

   i) Patents: relating to (a) the manufacture of magnetic beads with negligible residual magnetism and (b) the reduction of response time of the
      beads to a magnet;

  ii) Know-how: Thermo Fisher also commits to provide a purchaser with access to Thermo Fisher’s transfer plan relating to the execution  of  its
      recent move of its magnetic bead production facilities  from  Indianapolis,  Indiana,  to  Fremont,  California,  on  the  basis  that  the
      confidential information contained in such plan remains confidential and  personal  to  the  purchaser.   Together  with  the  transfer  of
      personnel with R&D and operations capabilities (described below), this will assist the purchaser in managing  the  validation  of  its  new
      facilities.

Equipment. Thermo Fisher will offer to the purchaser its equipment used in  the  manufacture  of  magnetic  beads,  or,  at  the  option  of  the
purchaser, equivalent new equipment (to be acquired  by  Thermo  Fisher).   Thermo  Fisher  will  transport  and  install  this  equipment  at  a
manufacturing location chosen by the purchaser.  Thermo Fisher will provide such support as is reasonably required to  enable  the  purchaser  to
utilise the equipment to manufacture magnetic beads of the same type and quality as currently manufactured by Thermo Fisher.

Transitional supply agreement. Thermo Fisher expects that it could take up to two years for the above-mentioned equipment to be installed at  the
purchaser’s premises and validated by customers. Thermo Fisher will therefore offer the purchaser the benefit of  entering  into  a  transitional
supply agreement (“Transitional Supply Agreement”) under which Thermo Fisher will supply the purchaser with magnetic beads  for  resale[302]  (to
meet the reasonable needs of the purchaser) until such time as the magnetic beads equipment is removed from Thermo  Fisher’s  facilities  or,  if
the purchaser elects to acquire new equipment from Thermo Fisher, up to a maximum of two years (following  the  purchase  of  the  Magnetic  Bead
Business).  Under the Transitional Supply Agreement, Thermo Fisher will supply the purchaser with magnetic  beads  at  standard  costs  of  sales
terms.

As Thermo Fisher uses magnetic beads in the production of downstream products, including products that are marketed under the Pierce  brand,  the
Transitional Supply Agreement will also provide for Thermo Fisher to continue self-supply of magnetic beads until the  magnetic  beads  equipment
is removed from Thermo Fisher’s facilities or until six months after a decision by the Commission  to  approve  the  proposed  transaction  under
Phase 1 of the EUMR (whichever is sooner).  At the end of the Transitional Supply Agreement, Thermo Fisher will  cease  to  manufacture  magnetic
beads at its facilities in Fremont, California.

Customer contracts. The divestiture business will include transfer of all existing magnetic bead  supply  contracts  between  the  Thermo  Fisher
magnetic bead business and its customers to the extent those contracts can be assigned.  Thermo Fisher will provide its  magnetic  bead  customer
database and invoicing information.

Personnel. The divestiture business will include all employees whose function predominantly relates to the manufacture and/or supply of  magnetic
beads, which equates to six full-time employees across the following functions:

 • 2 full-time employees in sales OR 1 full-time employee in sales and 1 full-time employee in marketing;

 • 1 full-time employee in R&D;

 • 2 full-time employees in operations (manufacturing); and

 • 1 full-time employee in operations (quality assurance/quality control).

Key Personnel. Thermo Fisher is prepared to consider each of the six above-mentioned employees as Key Personnel.

Supply chain.  The purchaser will be able to enter into a Transitional Supply Agreement with Thermo Fisher  for  supply  chain  and  distribution
services, until such time as it is able to supply magnetic beads from its own facilities (up to a maximum of two years), on equivalent  terms  as
currently supplied to Thermo Fisher’s magnetic bead business.

Inventory. Upon the expiry of the Transitional Supply Agreement, the divestiture business will include the transfer  of  Thermo  Fisher’s  entire
remaining magnetic bead inventory as well as any remaining inventory of raw materials specific  to  the  production  of  magnetic  beads  at  the
Fremont facility.

Facilities are not part of the divestiture. Thermo Fisher’s magnetic bead business is conducted on several sites in Fremont,  California.   These
facilities are primarily used for the production and supply of products  other  than  magnetic  beads.   Separating  these  facilities  would  be
difficult and impose disproportionate costs on Thermo Fisher, given the very limited size of Thermo Fisher’s presence in magnetic beads.   For  a
purchaser with suitable production facilities, the  divestiture  business  contains  all  the  assets  necessary  to  ensure  its  viability  and
competitiveness.

Distributors / Dealers. The divestiture business will not include Thermo Fisher’s distribution facilities; however, Thermo Fisher  will  continue
to distribute magnetic beads on behalf of the purchaser, for the duration of the Transitional Supply Agreement.

-----------------------
1     OJ L 24, 29.1.2004, p. 1. 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.

[1]   Publication in the Official Journal of the European Union No C 296, 12.10.2013, p. 3.

[2]   Given that the agreement between the Parties was concluded prior to Croatia's accession to the European Union on 1 July  2013,  Croatia  is
    neither considered for the purposes of the assessment of Union Dimension nor  for  the  purposes  of  the  competitive  assessment  of  this
    Transaction.

[3]   With respect to all product areas, the present Decision refers to market shares of 2012. The market investigation has not pointed to
    significant fluctuations of the Parties' market shares during previous years. This is without prejudice to analysis in specific sections of
    the present Decision.

[4]   See sections 17, IV.C.2, IV.D.1, IV.D.2, IV.D.3, IV.D.4, IV.E, IV.F, IV.H and IV.I of the present Decision.

[5]   For example, the Parties' combined market shares are generally below 35% under any of the alternative market definitions considered.

[6]   For example, the increment is generally below 1% under any of the alternative market definitions considered.

[7]   For example, in Taq polymerase, the Commission market reconstruction confirmed that at least 13 other players independent from the Parties
    are active.

[8]   For example, in the areas of SDS Page and dyes all competitors stated that they would be able to increase their output as a result of an
    increase in demand. See replies to question 48 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 9 October 2013.

[9]   For instance, dPCR is a new technology which has been recently introduced and allows for absolute quantification of the PCR product.
    According to the Notifying Party, this technology is expected to replace existing PCR techniques within the next years. Similar
    considerations have been taken into account also in past cases where the Commission reviewed transactions in the life sciences sector as
    elements supporting a clearance decision. See for example Case COMP M.5264 Invitrogen / Applied Biosystems, paragraphs 70-73.

[10]  See also in that regard, Case COMP M.5253 Sanofi-Aventis / Zentiva.

[11]  Form CO, paragraphs C.6.127 - C.6.157.

[12]  See case COMP/M.5264 Invitrogen / Applied Biosystems, paragraph 3.

[13]  See replies to question 12 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[14]  See replies to questions 25 and 26 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 8 October 2013; See replies to question 26 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to question 26 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[15]  See replies to questions 27 and 28 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to bioproduction customers of 8 October 2013; See replies to questions 27 and 28 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[16]  See replies to questions 29-32 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013; See replies to questions 31 and 33 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 31 and 33 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[17]  See replies to question 34 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013; See replies to question 37 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to bioproduction customers of 8 October 2013; See replies to question 37 of the Commission’s request for information
    pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[18]  See replies to questions 39 and 40 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 8 October 2013; See replies to questions 40 and 41 of the Commission’s request for information pursuant to Article 11 of
    the Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 40 and 41 of the Commission’s request
    for information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[19]  Form CO, paragraphs C.6.158 – C.6.166.

[20]  See replies to questions 42-45 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013; See replies to questions 44-46 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 44-46 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[21]  Form CO, paragraph C.6.3.

[22]  See replies to questions 86-88 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013; See replies to questions 77-79 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 80-82 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[23]  See replies to questions 62 and 63 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 8 October 2013; See replies to questions 55-56 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 55-56 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[24]  See replies to questions 72-74 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013; See replies to questions 70-72 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 73-75 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[25]  See slide […] in Thermo Fisher's internal presentations provided by the Parties to the FTC; see also slide entitled […] in Thermo Fisher's
    internal presentations provided by the Parties to the FTC.

[26]  See letter by GE Healthcare to its customers dated 31 May 2013 provided by the Parties to the FTC.

[27]  However, some customers claim that they have the possibility to produce process liquids themselves.

[28]  See replies to questions 61.2, 70 and 80-83 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 October 2013; See replies to questions 61 and 75-76 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to bioproduction customers of 8 October 2013; See replies to questions 61 and 78-79 of the
    Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[29]  FBS is obtained from the blood of foetuses of healthy, pre-partum bovine dams that have been fit for human consumption through ante and/or
    post-mortem veterinary inspection.

[30]  Calf serum is defined as the liquid fraction of clotted blood derived from healthy, slaughtered bovine calves or donor calve, aged from 20
    days up to 12 months, deemed fit for human consumption through ante and/or post-mortem veterinary inspection.

[31]  Adult bovine serum is defined as the liquid fraction of clotted blood derived from healthy, slaughtered cattle or donor herds 12 months of
    age or older deemed fit for human consumption through ante and/or post-mortem veterinary inspection.

[32]  Sera from other species include porcine, equine, goat, chicken, sheep and other animal sera.

[33]  Engineered sera products are considered as low quality serum that has been augmented with a combination of nutrients to improve
    performance.

[34]  Form CO, paragraphs C.6.26 - C.6.58.

[35]  See case COMP/M.5264 Invitrogen / Applied Biosystems, paragraph 3; see case M.285 Pasteur Mérieux / Merck, paragraph 4.

[36]  See replies to question 12 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[37]  See replies to questions 13-16 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013. See replies to questions 13-16 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013. See replies to questions 13-16 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[38]  See replies to questions 13-16 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013. See replies to questions 13-16 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013. See replies to questions 13-16 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[39]  See replies to questions 20 and 21 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to bioproduction customers of 8 October 2013. See replies to questions 20 and 21 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[40]  Form CO, paragraphs C.6.61 – C.6.70.

[41]  See replies to questions 42-45 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013. See replies to questions 44-46 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013. See replies to questions 44-46 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[42]  Form CO, paragraph C.6.2.

[43]  The Parties also overlap in the supply of sera from different type of animals such as adult bovine sera, calf sera, equine sera and
    porcine sera. As FBS represent the most widely type of sera used (see paragraph 49) and the proposed commitments submitted by the Notifying
    Party removes the serious doubts in relation to any of possible markets, these types of sera products are not further considered on this
    Decision.

[44]  Regarding sales to research customers, the Parties' activities do overlap neither in the supply of FBS Australian origin nor in the supply
    of FBS New Zealand origin.

[45]  In the supply of FBS from New Zealand and Australia, other suppliers mentioned by the Notifying Party are Serana, South Pacific, JR
    Scientific, etc. In the supply of FBS from US and Canada, other suppliers mentioned by the Notifying Party are Corning, SeraLab, Seradigm,
    etc.

[46]  Raw sera are the liquid portion left after blood is allowed to clot. It is separated from raw blood trough spinning and then frozen for
    further filtering and processing.

[47]  See replies to questions 86-89 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013. See replies to questions 77-81 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013. See replies to questions 80-84 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[48]  See replies to questions 63 and 74-76 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 October 2013. See replies to questions 56, 71 and 72 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to bioproduction customers of 8 October 2013. See replies to questions 56, 74 and 75 of the
    Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[49]  See slide […] in Life Technologies' internal presentations provided by the Parties to the FTC; see also slide […] in Thermo Fisher's
    internal presentations provided by the Parties to the FTC.

[50]  See slide […] in Life Technologies' internal presentations dated 9/2/2013 provided by the Parties to the FTC; see also slide […] in Thermo
    Fisher's internal presentations provided by the Parties to the FTC.

[51]  See Thermo Fisher's presentation […] dated on April 8, 2013.

[52]  See replies to questions 83 and 84 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 8 October 2013. See replies to questions 76 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 October 2013. See replies to questions 79 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 October 2013.

[53]  Information provided by the Australian Competition and Consumer Commission.

[54]  See replies to questions 60 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    bioproduction customers of 8 October 2013.

[55]  Product market definition for delivery systems (transfection) is discussed in section IV.D.2 below.

[56]  miRNA mimics are small, double-stranded RNAs that mimic endogenous miRNAs, which may or may not be chemically modified. These enable miRNA
    functional analysis by upregulation of miRNA activity, which results in the suppression of gene translation.

[57]  miRNA inhibitors are small, chemically modified single-stranded RNA molecules designed to specifically bind to and inhibit endogenous
    miRNA molecules and enable miRNA functional analysis by down-regulation of miRNA activity. This has the net effect of increasing gene
    translation.

[58]  See replies to question 13 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[59]  See replies to questions 10-12 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[60]  See replies to question 12 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[61]  See replies to question 13, 14 and 15 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 October 2013.

[62]  See See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[63]  See replies to questions 21-30 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[64]  See replies to question 31 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[65]  See replies to question 30 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[66]  See replies to question 33 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[67]  See Form CO.

[68]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[69]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[70]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[71]  See Thermo Fisher's presentation […] provided by the Parties to the FTC.

[72]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[73]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[74]  See Thermo Fisher's presentation […] provided by the Parties to the FTC.

[75]  See replies to question 42 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[76]  See replies to questions 58 and following of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 October 2013.

[77]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[78]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[79]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[80]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[81]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 […].

[82]  See Annex 1.01 attached to Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013 – […].

[83]  See Thermo Fisher's response to the Commission's Article 11 request of 21 October 2013.

[84]  See replies to questions 58 and following of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 October 2013.

[85]  See replies to question 63 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[86]  See replies to question 69 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[87]  See replies to question 68 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[88]  See replies to question 71 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[89]  See replies to question 74.1 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[90]  See replies to question 74.1 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[91]  Case COMP M.5264, paragraph 51.

[92]  See replies to question 14 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[93]  See replies to question 223 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[94]  See replies to questions 224 and 225 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 8 October 2013.

[95]  The differentiation between dye-based and probe-base detection chemistries is relevant in the context of ready-to-use kits.

[96]  See replies to question 251 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[97]  See replies to question 252 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[98]  See replies to question 253 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 October 2013.

[99]  The Notifying Party estimates that the cost of entering a different non-Taq polymerase reagent, for example the high fidelity one, would
    be about [less than EUR 200,000 over a period of less than half a year].

[100]       See minutes of the conference calls with Qiagen (competitor) on 25 October 2013 and with Illumina on 23 october 2013 and see replies
    to question 54 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to customers of 8
    October 2013.

[101]       See replies to questions 66 and 67 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 October 2013.

[102]       […].

[103]       […].

[104]       The Notifying Party estimates that the cost of entering a different non-Taq polymerase reagent, for example the high fidelity one,
    would be about [less than EUR 200,000 over a period of less than a year].

[105]       See replies to question 54 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[106]       See replies to questions 66 and 67 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 October 2013.

[107]       See Life Technologies' […], October 2013.

[108]       See Life Technologies' […], March 2012.

[109]       The Notifying Party estimates that the cost of entering a different non-Taq polymerase reagent, for example the high fidelity one,
    would be about […].

[110]       See replies to question 54 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[111]       See replies to questions 66 and 67 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 October 2013.

[112]       The Notifying Party estimates that the cost of entering the RT enzymes market would be about [less than EUR 300,000 over a period of
    less than a year].

[113]       See minutes of the conference calls with Roche (competitor) on 18 October 2013 and with Illumina on 23 October 2013 and see replies
    to question 54 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to customers of 8
    October 2013.

[114]       See minutes of the conference call with Illumina on 23 October 2013.

[115]       See replies to questions 66 and 67 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 October 2013.

[116]       See replies to questions 33, 34, 35, 36 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 October 2013.

[117]       See Affilogic's reply to question 4 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 November 2013

[118]       See Case No COMP/M.5264, paragraph 65.

[119]       See replies to question 39 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[120]       See replies to the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to competitors of
    7 October 2013.

[121]       See annex 7.1 to the submission of the Partiesof 7 November 2013.

[122]       The Commission notes in this respect that the Parties' product offering is not focused on applied segments. As stated by Qiagen, "In
    the MDx market we do not consider Life Technologies or Thermo Fisher as close competitors based on their current magnetic bead based
    instruments product offering. Their current products do not provide sufficient process safety feat[u]res and sample to result automation,
    which is requested by MDx customers. Both instruments do not have CE-IVD status." See Qiagen's reply to question 153 of the Commission’s
    request for information pursuant to Article 11 of the Merger Regulation addressed to competitors of 7 October 2013.

[123]       See replies to question 55 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[124]       See replies to question 153 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013.

[125]       See replies to question 80 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[126]       One customer claimed that the Merged Entity would have market power through leveraging both Parties' strong positions in reagent
    kits for these instruments, however the combined market share of the Parties for reagent kits for MBBs is below 15% under all possible
    market definitions. Another customer's comments that "in our eyes mergers of this size always have a negative impact on competition." are
    representative of most remaining complaints.

[127]       See replies to question 80 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[128]       The Notifying Party submits that it would take only a few weeks at minimal cost to develop molecular weight standards products.

[129]       See replies to question 70 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[130]       See replies to question 75 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 October 2013.

[131]       See replies to questions 82 and 85 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 October 2013.

[132]       See replies to questions 10 to 14 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013, and replies to questions 9 to 12 of the Commission’s request for information pursuant to Article
    11 of the Merger Regulation addressed to customers of 7 October 2013.

[133]       The Commission notes that the Parties only manufacture polymer-based magnetic beads, as opposed to other types of magnetic beads.
    Many competitors of the Parties such as Agilent, Ademtech and JSR also do not produce other types of magnetic beads. On the other hand,
    competitors such as Promega only manufacture other types of magnetic beads.

[134]       See replies to question 15 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013. Promega stated in this respect that "Different magnetic beads require different manufacturing processes."

[135]       See replies to question 16 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013.

[136]       Both Life Technologies and Thermo Fisher have patents protecting their polymer-based magnetic beads, see section IV.E.3.b below.

[137]       See replies to questions 15 and 16 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013. Bangs Polysciences stated in this respect that "Polymer beads are made through a different
    process. The material can be sold through the same channels, but the production process would be more difficult to quickly acquire.."

[138]       See replies to question 14 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[139]       See replies to question 15 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[140]       See [OEM customer]'s reply to question 15 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 7 October 2013.

[141]       See minutes of conference call with [OEM customer].

[142]       See minutes of conference call with [OEM customer].

[143]       According to [OEM customer], "[switching] implies significant investments with unforeseeable consequences for assay performance."
    See reply to question 14 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to customers
    of 7 October 2013. See also section IV.E.3.c below.

[144]       See replies to question 28 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013. Bangs Polysciences stated in this respect that "The OEM market is generally supplied [by] very few companies.
    This is due to the qualification and resistance to change. The end-user market is supplied by many more companies." The Commission also
    notes that Thermo Fisher, while being a significant player in the supply of polymer-based magnetic beads to OEM customers, achieves a
    comparatively much smaller presence on the market for end-user customers.

[145]       See replies to questions 28 and 35 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[146]       See Miltenyi's reply to question 29 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[147]       According to the Commission's market reconstruction, sales of surface-activated polymer-based magnetic beads (as opposed to ligand-
    coupled polymer-based magnetic beads) account for less than half of sales to OEM customers, while they account for more than two thirds of
    corresponding sales to OEM customers.

[148]       [OEM customer] stated in this respect that "[OEM customer] couples the magnetic beads to specific ligands in-house, instead of
    buying ligand-coupled magnetic beads. [OEM customer] believes that it would be more expensive to purchase the magnetic beads already
    coupled. In addition, [OEM customer] might need specific ligands that are not available on the market." See minutes of conference call with
    [OEM customer].

[149]       See minutes of conference call with [OEM customer].

[150]       See replies to question 28 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013.

[151]       See replies to question 28 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013. […].

[152]       Id.

[153]       See minutes of conference call with [OEM customer].

[154]       See […]. The customer segments are […].

[155]       The Parties are not active in the production and supply of other types of magnetic beads.

[156]       See replies to question 29 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[157]       See replies to question 31 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013.

[158]       See replies to question 30 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013, and to question 23 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 7 October 2013.

[159]       See replies to question 25 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013. [OEM customer] stated in this respect that "These [magnetic beads] are typically small packages and transport
    cost is minimal. There are no significant tariffs or regulatory barriers."

[160]       See replies to question 26 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[161]       See replies to question 27 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[162]       See Agilent's reply to question 32 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[163]       See minutes of conference call with [OEM customer].

[164]       See Form CO, table E.6.8.

[165]       […].

[166]       […].

[167]       See Annex E.87 to the Form CO.

[168]       See SR1 – Immunodiagnostics (IDx) deep dive, submitted as Annex F.27 to the Form CO, slide 9.

[169]       See replies to question 31 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013, and to question 37 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[170]       See minutes of conference call with Promega. The Commission notes in this respect that neither Promega nor Qiagen are active in
    manufacturing polymer-based magnetic beads.

[171]       See [OEM customer]'s reply to question 37 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to competitors of 7 October 2013.

[172]       See replies to question 40 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013

[173]       See replies to question 34 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[174]       See replies to questions 41 and 42 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 7 October 2013.

[175]       See replies to question 51 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013 and replies to question 41 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 7 October 2013.

[176]       See replies to question 41 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 7 October 2013.

[177]       See minutes of conference call with [OEM customer].

[178]       See [OEM customer]'s reply to question 35 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 7 October 2013.

[179]       See Promega's reply to question 51 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[180]       See minutes of call with [OEM customer].

[181]       See minutes of call with [OEM customer].

[182]       See replies to question 43 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013, and replies to question 52 of the Commission's request for information pursuant to Article 11 of the Merger
    Regulation addressed to competitors of 7 October 2013.

[183]       See replies to question 44 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013, and replies to question 53 of the Commission's request for information pursuant to Article 11 of the Merger
    Regulation addressed to competitors of 7 October 2013.

[184]       See replies to question 54 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013 and to question 57 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[185]       See replies to question 29 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 7 October 2013.

[186]       See [OEM customer]'s reply to question 67.1 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 7 October 2013.

[187]       See minutes of call with [OEM customer].

[188]       See replies to questions 39 and 40 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 7 October 2013, and replies to questions 46 to 48 of the Commission’s request for information pursuant to Article
    11 of the Merger Regulation addressed to competitors of 7 October 2013.

[189]       See minutes of conference call with [OEM customer].

[190]       See minutes of conference call with [OEM customer].

[191]       See minutes of conference call with Agilent. Competitor Ademtech also declared that "While Dynal and Seradyn's magnetic beads
    exhibit good monodispersity, the key difference between Ademtech's magnetic beads on the one hand and Dynal's and Seradyn's on the other
    hand is the size of the beads, as the latter's diameters are between 1 and 3 microns, while Ademtech's products are sub-micronic."

[192]       See minutes of conference call with Ademtech: "Other competitors are Merck Millipore, Spherotech and Microsphere. However, the key
    difference with Ademtech's products is that these companies do not produce monodisperse magnetic beads."

[193]       See [OEM customer]'s reply to question 67.1 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 7 October 2013.

[194]       See minutes of conference call with [OEM customer].

[195]       OEM customer [OEM customer] stated that "Generally, Original Equipment Manufacturers (OEMs) consider the size of magnetic beads as
    an important factor (ideally up to 1 micron range). Most suppliers provide either very small particles or particles above the 1 micron
    range." See minutes of conference call with [OEM customer].

[196]       The Commission notes that Life Technologies' sales of MyOne beads to OEM customers have increased by […]% in 2012, compared to an
    overall growth of sales of polymer-based magnetic beads to OEM customers of […]%.

[197]       Agilent also confirmed the growing importance of this particular bead size during a conference call: "customer preferences are
    trending towards 1 micron magnetic beads due to the better precision offered by the smaller beads." See minutes of conference call with
    Agilent.

[198]       See […].

[199]       See […].

[200]       See […].

[201]       The Commission notes that Thermo Fisher's sales growth for polymer-based magnetic beads to OEM customers […].

[202]       See minutes of call with Agilent.

[203]       See minutes of call with [OEM customer]. See also minutes of call with customer [OEM customer]: "Such a transaction between market
    leaders will probably mean less pressure to innovate and lead to harder-to-negotiate supply agreements." See also paragraph 54255 above.

[204]       See minutes of call with Chemicell.

[205]       See replies to questions 55 to 57 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 7 October 2013 and questions 58 and 59 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to competitors of 7 October 2013.

[206]       See for instance submission of the Parties of 31 October 2013. The Parties presented a comparison of end-use prices for streptavidin-
    coated magnetic beads in order to assess the closeness of competition of various suppliers in terms of prices. However, the Commission
    considers that comparing end-use prices is not informative on the price positioning with relation to OEM customers, who typically order
    customized products in bulk from a much smaller set of potential suppliers (see section IV.E.1.c above).

[207]       See Commission Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations
    between undertakings, OJ C 31, 5.2.2004, p. 5, paragraph 67.

[208]       Human Leukocyte Antigen is a key component of the immune system.

[209]       High resolution SSP kits allow identifying HLA alleles to at least four-digit level while low resolution SSP kits identify alleles
    at two-digital level.

[210]       See replies to question 13 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 9 October 2013. See replies to question 12 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 9 October 2013

[211]       See replies to question 17 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 9 October 2013

[212]       See replies to questions 23 and 24 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 9 October 2013

[213]       See replies to questions 14 and 16 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 9 October 2013

[214]       See replies to questions 27- 30 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 9 October 2013. See replies to questions 27- 32 of the Commission’s request for information pursuant to Article
    11 of the Merger Regulation addressed to customers of 9 October 2013.

[215]       In the remaining national markets, the Parties' combined position is limited or the increment brought about by the Transaction is
    insignificant.

[216]       In the remaining national markets, the Transaction would lead only to affected markets in Italy and Greece with a combined market
    share of [20-30]% with and an insignificant increment, respectively.

[217]       In the remaining national markets, the Transaction would lead only to an affected markets in Sweden with a combined market share of
    [20-30]%.

[218]       See replies to questions 53 and 54 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 9 October 2013. See replies to questions 54 and 55 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to customers of 9 October 2013.

[219]       See replies to questions 27, 34 and 35 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 9 October 2013

[220]       See replies to question 38 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 9 October 2013

[221]       See replies to questions 48-50 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 9 October 2013

[222]       This would be at national level, where the Parties would have a strong position in Austria, Cyprus and the United Kingdom.

[223]       See replies to question 29 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 9 October 2013. See replies to question 28 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 10 October 2013.

[224]       See replies to question 28 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 9 October 2013.

[225]       See replies to question 29 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 10 October 2013.

[226]       See replies to question 34 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 10 October 2013.

[227]       See replies to question 49 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 10 October 2013.

[228]       See replies to question 27 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 10 October 2013.

[229]       See replies to question 41 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 9 October 2013. See replies to question 36 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to customers of 10 October 2013.

[230]       See replies to question 38 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 10 October 2013.

[231]       Life Technologies also has a de minimis activity in the reselling of third party products, of less than […] in 2012.

[232]       See case COMP M. 4242 Thermo Electron/Fisher Scientific.

[233]       See replies to question 7 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[234]       See replies to questions 9 and 10 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to distributors of 10 October 2013. The Commission notes that CCG is not active in the distribution of clinical diagnostics.

[235]       See replies to question 6 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[236]       See replies to questions 11 and 12 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to distributors of 10 October 2013.

[237]       See replies to questions 13 and 14 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to distributors of 10 October 2013.

[238]       See replies to question 15 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[239]       See replies to question 21 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[240]       See replies to question 48 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[241]       See replies to question 38 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013

[242]       See Form CO, paragraph 6.34.

[243]       As regards the areas where the Merged Entity would likely acquire market power through the Transaction, the proposed commitments
    would effectively remove the serious doubts raised, as analysed in section V.B below.

[244]       See Parties' estimates in General Annex 18 of the Form CO.

[245]       See transaction data submitted by the Parties.

[246]       See Promega's reply to question 158 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 7 October 2013.

[247]       Paragraph 59, Non-horizontal Mergers Guidelines

[248]       Paragraph 61, Non-horizontal Mergers Guidelines

[249]       The Notifying Party estimates that VWR achieved sales of third party products of EUR 1.2 billion across the EEA in 2012, compared
    with CCG's sales of third party products of EUR […]. See also General Annex 18 to the Form CO for market shares at national level.

[250]       See minutes of conference call with Lonza. Eppendorf also declared that "Fisher Scientific is an important contractual partner
    everywhere in Europe (…), second to VWR. There are also local distributors and manufacturers' direct sales force."

[251]       See transaction data submitted by the Parties.

[252]       See footnote 232 above.

[253]       Parties' estimates.

[254]       The Commission further notes that significant competitors to CCG exist in all above-mentioned Member States, including VWR and Sigma-
    Aldrich. In addition, according to Parties' estimates, Dominique Dutscher enjoys a market position of [5-10]% in France, while SLS enjoys a
    [5-10]% market share in the UK. The Commission notes that Westburg is also a significant competitor in the Netherlands, while Cultek and
    Teknovas have a substantial presence in Spain.

[255]       See replies to question 41 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[256]       See replies to question 37 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[257]       See replies to question 40 of the Commission's request for information pursuant to Article 11 of the Merger Regulation addressed to
    distributors of 10 October 2013.

[258]       CCG's contract with […] foresees for instance that CCG will not “[…]”, see submission of the Parties of 13 September 2013.

[259]       See minutes of conference call with [distribution supplier].

[260]       See transaction data submitted by the Parties.

[261]       As regards the specific areas where the Merged Entity would likely acquire market power through the Transaction, the proposed
    commitments would effectively remove the serious doubts raised, as analysed in section V.B below.

[262]       While concerned about the impact of the Transaction, Lonza stated in this respect that "Many larger customers do not even buy from
    smaller suppliers as they prefer to buy through larger resellers out of convenience. Such preferred suppliers are often Fisher, VWR, Life
    Technologies, Sigma-Aldrich or GE." See minutes of conference call with Lonza.

[263]       See Form CO, figure 6.1.

[264]       See for instance minutes of call with Illumina, which stated that "A customer may tie his account to one distributor to get easier
    access to general-purpose reagents, but this does not necessarily make it easier for that distributor to also take over the sales of more
    specialized reagents."

[265]       See replies to questions 30 and 38 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to distributors of 10 October 2013.

[266]       See submission of the Parties of 13 September 2013.

[267]       SUT products consist of disposable plastic containers, bags, ports, tubing and fittings that may incorporate ancillary components
    like filters and valves. SUT products are relatively cheap and widely available from several suppliers. SUT products do not solely serve
    sera and media products but a wider range of life science applications. See Form CO, paragraph C.6.41.

[268]       Through an exclusive license.

[269]       The transfer of ACE chemistry processes is subject to a licence back for applications outwith gene silencing.

[270]       Commission Notice on remedies.

[271]       Commission Notice on remedies, paragraph 9.

[272]       Commission Notice on remedies, paragraph 12.

[273]       Commission Notice on remedies, paragraph 17.

[274]       Commission Notice on remedies, paragraph 23.

[275]       Commission Notice on remedies, paragraphs 25 and 26.

[276]       See replies to questions 1 and 2 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 November 2013; See replies to questions 1 and 2 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to bioproduction customers of 8 November 2013; See replies to questions 1 and 2 of the
    Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 November 2013.

[277]       See replies to questions 3-6 and 8-13 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 November 2013; See replies to questions 3-6 and 8-13 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to bioproduction customers of 8 November 2013; See replies to questions 3-6 and 8-13 of the
    Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 November 2013.

[278]       See replies to question 7 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 November 2013; See replies to question 7 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to bioproduction customers of 8 November 2013; See replies to question 7 of the Commission’s request for information
    pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 November 2013.

[279]       See replies to question 16 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 November 2013; See replies to question 16 of the Commission’s request for information pursuant to Article 11 of the Merger
    Regulation addressed to bioproduction customers of 8 November 2013; See replies to question 16 of the Commission’s request for information
    pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 November 2013.

[280]       See replies to questions 17-18 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to competitors of 8 November 2013; See replies to question 17 of the Commission’s request for information pursuant to Article 11 of the
    Merger Regulation addressed to bioproduction customers of 8 November 2013; See replies to question 17 of the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 November 2013.

[281]       See replies to questions 1 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 November 2013, and of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 November 2013

[282]       See replies to questions 2 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 November 2013, and of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 November 2013

[283]       See, for instance, replies of Agilent and Qiagen to question 12 of the Commission’s request for information pursuant to Article 11
    of the Merger Regulation addressed to competitors of 8 November 2013.

[284]       See, for instance, replies of Agilent, Integrated DNA Technologies, Merck Millipore, Qiagen and Sigma-Aldrich to question 8 of the
    Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to competitors of 8 November 2013.

[285]       See replies to questions 3-6 and 8-13 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 November 2013; See replies to questions 3-6 and 8-13 of the Commission’s request for information pursuant to
    Article 11 of the Merger Regulation addressed to bioproduction customers of 8 November 2013; See replies to questions 3-6 and 8-13 of the
    Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to research customers of 8 November 2013.

[286]       See replies to questions 11 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 November 2013, and of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 November 2013.

[287]       See, for instance, the replies of Agilent, Merck Millipore, Promega and Qiagen to question 11 of the the Commission’s request for
    information pursuant to Article 11 of the Merger Regulation addressed to competitors of 8 November 2013.

[288]       See, for instance, the replies of Agilent, Integrated DNA Technologies and Merck Millipore to question 12 of the the Commission’s
    request for information pursuant to Article 11 of the Merger Regulation addressed to competitors of 8 November 2013

[289]       See replies to question 10 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers and competitors of 8 November 2013.

[290]       See replies to questions 13 of [pic]!+.2the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to competitors of 8 November 2013, and of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers of 8 November 2013.

[291]       See replies to questions 14 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    competitors of 8 November 2013 and of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers of 8 November 2013.

[292]       See replies to question 2 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers and competitors of 8 November 2013.

[293]       See Turbobead's reply to question 2 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation
    addressed to customers and competitors of 8 November 2013.

[294]       Qiagen's reply to question 8 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed
    to customers and competitors of 8 November 2013.

[295]       See replies to question 11 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers and competitors of 8 November 2013.

[296]       See replies to question 10 of the Commission’s request for information pursuant to Article 11 of the Merger Regulation addressed to
    customers and competitors of 8 November 2013.

[297] Thermo Fisher will provide necessary leaders for appropriate support of the business.  […]

[298]  Thermo Fisher distributes a small portion of its media and sera for research customers through CCG.

[299] But note that the divestiture will not include Thermo Fisher’s TurboFect transfection reagents because those are manufactured in its
 facility in Vilnius, Lithuania and the Commission has not expressed concern about the parties’ overlap in transfection reagents.

[300] In the event of a divestiture of the Lafayette facility, the transfer of Thermo Fisher’s limited non-gene modulation operations out of the
 Lafayette facility (some personnel and IT-systems) may take up to six (6) months to complete.

[301] This will ensure the purchaser can operate the Magnetic Bead Business as a viable entity until the purchaser has completed customer and
 site revalidation at its production facilities.