CELEX: 32015M7435
Language: en
Date: 2015-06-15 00:00:00
Title: Commission Decision of 15/06/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7435 - MERCK / SIGMA-ALDRICH) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

Brussels, 15.06.2015
                                       C(2015) 4188 final

                                                                 MERGER PROCEDURE

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|To the notifying party:                                       |                                                             |
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Dear Madam(s) and/or Sir(s),

Subject:    Case M.7435 – Merck/ Sigma-Aldrich
           Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1] and Article  57
           of the Agreement on the European Economic Area[2]

                                    1) On 21 April 2015, the European Commission received notification of a proposed concentration  pursuant  to
                                       Article 4 of the Merger Regulation by which the undertaking Merck KGaA ("Merck", Germany) acquires within
                                       the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Sigma-Aldrich Corporation
                                       ("Sigma", the United States) by way of purchase of securities (the "Transaction").[3]

                                    2) Merck is hereinafter referred to as "the Notifying Party". Merck and Sigma are collectively  referred  to
                                       as the "Parties".

   I. THE PARTIES

                                    3) Merck is a German pharmaceutical and chemical company. Merck's operating activities  are  organized  into
                                       four divisions, namely Merck Serono, Consumer Health Care, Performance  Materials  and  Merck  Millipore,
                                       each with a distinct business focus. The Merck's division concerned by the Transaction is Merck Millipore
                                       which focuses on developing, producing and selling tools and products  for  the  life  science  industry.
                                       Merck Millipore is organized in three business units:  (i)  Bioscience,  (ii)  Lab  Solutions,  and  (ii)
                                       Process Solutions.

                                    4) Sigma is a US company engaged in the development, production, and sale of life science tools and services
                                       as well as chemicals, analytical reagents and lab-ware. Sigma operates through three business units:  (i)
                                       Research, (ii) Applied, and (iii) SAFC Commercial (custom manufacturing and services).

   I. THE OPERATION AND THE CONCENTRATION

                                    1) On 22 September 2014, Merck and Sigma signed a share purchase agreement whereby, upon closing, Merck will
                                       acquire all issued and outstanding voting securities of Sigma. Sigma will be merged with and into an  ad-
                                       hoc Merck subsidiary, thus becoming a wholly owned subsidiary of  Merck.  Outstanding  share  capital  of
                                       Sigma will be cancelled at closing in exchange for consideration.

                                    2) Therefore, the proposed Transaction constitutes a concentration within the meaning of Article 3(1)(b)  of
                                       the Merger Regulation.

                                    3) The total value of the Transaction is approximately USD 17 billion (EUR 13 billion).

  II. UNION DIMENSION

                                    1) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5  000  million
                                       (Merck: EUR 10 700 million, Sigma: EUR 2 036 million).[4] Each of them has an EU-wide turnover in  excess
                                       of EUR 250 million (Merck: EUR […]million, Sigma: EUR […]million), but each does not  achieve  more  than
                                       two-thirds of its aggregate EU-wide turnover within one and the same Member State. The notified operation
                                       therefore has a Union dimension.

 III. ASSESSMENT

   1. INTRODUCTION

                                    1) The Transaction concerns the life science sector  where  both  Parties  are  active.  However,  with  the
                                       exception of laboratory chemicals representing […] of Merck's and […] of Sigma's life science businesses,
                                       the Parties' activities are mostly complementary. Indeed, the overall positioning of the Parties  in  the
                                       life science business is focused on different areas:  while  Merck  is  stronger  in  raw  materials  for
                                       pharmaceutical production (c.a. EUR […]for Merck versus EUR […]for Sigma in 2013)  Sigma  is  focused  on
                                       bioscience research (c.a. EUR […]for Sigma versus EUR […] for Merck in 2013).

                                    2) The main overlaps between the Parties' activities occur in relation to the supply of laboratory chemicals
                                       (section IV.5 of this Decision). Laboratory chemicals are chemicals used for research, analytical testing
                                       and quality control purposes  by  a  wide  range  of  customers,  including  academia,  laboratories  and
                                       pharmaceutical companies. The main role of laboratory chemicals is to allow for a  repeated  standardized
                                       testing with high precision and accuracy according to a predetermined  testing  protocol.  As  a  result,
                                       laboratory chemicals have to meet high quality standards to avoid the presence of any contaminant.  Given
                                       the nature of their use, laboratory chemicals are generally sold in catalogue quantities, i.e. less  than
                                       10 kilograms or litres per unit.

                                    3) In terms of the regulatory framework, quality standards for laboratory chemicals are promulgated  by  the
                                       International Organisation for Standardization (ISO), the reagent chapter of the  European  Pharmacopoeia
                                       (Reag. Pharm. Eur.) and the American Chemical Society (ACS).

                                    4) Merck is active in the laboratory chemicals field via its Lab Solutions division while Sigma competes  in
                                       this space via its Research and Applied divisions, dedicated  respectively  to  research  and  industrial
                                       customers. As detailed further below, Merck and Sigma are both strong suppliers of  laboratory  chemicals
                                       in the European Economic Area (EEA).

                                    5) The Parties' activities also overlap in  the  supply  of  raw  materials  for  pharmaceutical  production
                                       (section  IV.4  of  this  Decision).  These  chemicals  are  essentially  used  by   pharmaceutical   and
                                       biopharmaceutical companies for the scale-up and production of  therapeutic  molecules,  and  include  in
                                       particular ingredients to manufacture final drug dosage forms such as Active  Pharmaceutical  Ingredients
                                       (APIs), excipients and process chemicals ("biopharm ingredients"). Contrary to laboratory chemicals,  raw
                                       materials used for manufacturing purposes are generally sold in larger volume.

                                    6) Importantly, because these products are used in the manufacturing of biopharmaceuticals,  they  generally
                                       meet higher regulatory standards compared to laboratory chemicals, and are normally produced at validated
                                       sites according to Good Manufacturing Practices (GMP) so as to  ensure  their  traceability.  In  Europe,
                                       these standards are laid out in particular by the European Pharmacopoeia (Pharm. Eur.).

                                    7) Merck is active in the raw materials for  pharmaceutical  production  field  via  its  Process  Solutions
                                       division and Sigma via its SAFC division. As detailed further below, while Merck is an important supplier
                                       of raw materials used for pharmaceutical production, Sigma's presence is limited.

                                    8) Both Parties are also active in the supply  of  chemicals  and  reagents  used  for  bioscience  research
                                       applications (section IV.2 of this Decision), such as genomics, proteomics, and molecular biology.  These
                                       biochemicals are used by researchers to understand complex biological  systems.  Thus,  biochemicals  are
                                       tested to avoid any interference with biological systems (so called RNA/DNA  free  tests),  but  are  not
                                       regulated by the quality standards described above for laboratory chemicals and raw  materials  for  bio-
                                       pharmaceutical production. As  opposed  to  laboratory  chemicals,  biochemicals  are  used  in  workflow
                                       protocols to develop new drugs, diagnostics and therapies, from the initial sample step to the  detection
                                       step.

                                    9) Merck is active in the supply of bioscience products via  its  Bioscience  division  and  Sigma  via  its
                                       Research division. As detailed below, while Sigma is one of the main suppliers in the EEA in this  field,
                                       Merck's presence is limited.

                                   10) Finally, the Parties are both active in the supply  of  cell  culture  products  (section  IV.3  of  this
                                       Decision)[5] where Parties' activities are largely complementary. Cell culture  is  a  process  by  which
                                       cells are grown under controlled conditions, generally outside of their natural environment. Cell culture
                                       products can be used for research purposes, since it is one of the  major  tools  used  in  cellular  and
                                       molecular biology to study the physiology and biochemistry of cells and the effects of  drugs  and  toxic
                                       compounds on cells. Cell culture products can also be  used  as  raw  materials  for  the  production  of
                                       biopharmaceuticals.

                                   11) For cell culture products for bio-production, Merck is active via  its  Process  Solutions  division  and
                                       Sigma via its SAFC division. As concerns cell culture for research, Merck is active  via  its  Bioscience
                                       division and Sigma via its Research division.

                                   12) It is also noted that the Parties are active as distributors of laboratory and life science  products  in
                                       the EEA, giving rise to a vertical relationship with their activities  as  suppliers  of  these  products
                                       (section IV.6 of this Decision).

   2. BIOSCIENCE PRODUCTS

   1. Introduction

                                    1) Bioscience products consist of life science reagents and various kits used by researchers  to  understand
                                       complex biological systems and processes in their search for new drugs and  therapies.  Therefore,  these
                                       products are used in a non-regulated discovery-driven environment, with the only requirement to avoid the
                                       presence of any substance that could interfere with  the  biological  process  being  studied.  The  main
                                       customers of bioscience products are (i) academia and government bodies and (ii) pharma and biotech.

                                    2) Within bioscience, the Transaction leads to horizontally affected markets in the supply of cell  culture,
                                       which will be discussed in section IV.3, and in the supply of a number of biochemicals.[6]

   2. Market definition

        1. Product market

                                    1) Within bioscience products, the Parties' activities give  rise  to  affected  markets  for  some  general
                                       biochemicals, namely dyes and stains and carbohydrates, and bioactive small molecules.

Notifying Party's views

                                    2) According to the Notifying Party, general biochemicals are common, standardised chemicals that bioscience
                                       customers need for a wide variety of research applications and in significant quantities.  These  general
                                       biochemicals include among other products dyes and stains and carbohydrates[7].

      a. Dyes and stains are products used in different techniques which allow clinical researchers to study various constituent parts of  tissue
         (e.g. nucleus, connecting tissue, etc.) by colouring  it  with  a  particular  colour  and  making  it  more  visible  under  microscope
         magnification. Dyes and stains are not only used for research applications,  but  can  also  be  used  for  IVD  (In-Vitro  Diagnostics)
         applications. IVD tests are performed by clinical laboratory personnel in sampling  and  observing  potentially  diseased  human  tissue
         which has a direct implication on selecting a treatment for a patient. If used for IVD applications, dyes and stains  must  undergo  the
         CE marking procedure as they are considered to be medical devices under the relevant EU legislation. In  any  event,  research  and  IVD
         applications correspond to different chemicals that are not substitutable with each other.

      b. Carbohydrates are basic components of cellular metabolism, as well as certain proteins receiving post-translational  modification  (such
         as glycosylation).

                                    3) Bioactive small molecules allow for the control of protein targets and cellular functions, and  exist  in
                                       many types.

                                    4) The Notifying Party submits that both general biochemicals (including dyes and stains and  carbohydrates)
                                       and bioactive small molecules constitute separate relevant product markets which should  not  be  further
                                       subdivided according to the type  of  chemical  or  molecule,  due  to  the  high  level  of  supply-side
                                       substitutability within each category of products. Each supplier offers a wide range of  these  products,
                                       and is not restricted by material cost or time considerations from switching among them  in  response  to
                                       customer demand.

Commission's assessment

                                    5) While in some previous decisions reference has been made to some of these  products  (such  as  dyes  and
                                       stains), the Commission did not reach conclusions  in  relation  to  the  scope  of  the  product  market
                                       concerning these products.[8]

                                    6) During the market investigation, most of the suppliers indicated that, within each product category (dyes
                                       and stains, carbohydrates and bioactive small molecules), they are able and do supply  a  wide  range  of
                                       products[9], given the absence of regulatory constraints and the ordinary nature of these chemicals.

                                    7) In any event, for the purpose of this Decision, the Commission considers that the precise product  market
                                       definitions in relation to general biochemicals and bioactive small molecules can be left  open  as  this
                                       would not change the outcome of the competitive assessment.

        2. Geographic market

Notifying Party's views

                                    1) In line with the Commission's precedents in the field of life science industry,[10] the  Notifying  Party
                                       considers that  the  market  for  various  bioscience  products,  irrespective  of  any  further  product
                                       segmentation, is at least EEA-wide in scope. This is mainly due to low transport costs,  the  absence  of
                                       regulatory barriers and global presence of suppliers.

Commission's assessment

                                    2) The market investigation did not provide any indications that the market for biochemicals  would  have  a
                                       different geographic scope than other life science products markets dealt with  in  previous  Commissions
                                       decisions[11].

                                    3) In particular, replies obtained during the market investigation confirmed that suppliers are active on an
                                       EEA-wide and even global basis and products are sold  under  the  same  brand  names  regardless  of  the
                                       different geographic areas. Customers also indicated that their sourcing contracts  have  EEA  or  global
                                       dimension.[12]

                                    4) In any event, 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.

   3. Competitive assessment

                                    1) The Transaction gives rise  to  horizontally  affected  markets  in  relation  to  dyes  and  stains  and
                                       carbohydrates, as well as to  bioactive  small  molecules.  However,  as  further  described  below,  the
                                       increment brought about by the Transaction is generally limited, large competitors will remain active  on
                                       these markets, and no significant barriers to switching for customers have been identified.

                                    2) Specifically, as regards dyes and stains for research, the Parties' combined market  share  was  [20-30]%
                                       with an increment of [0-5]% at EEA level in 2013. At worldwide level, the Parties' combined market  share
                                       was [20-30]% with an increment of [0-5]% in 2013. Post-Transaction,  there  will  still  remain  a  large
                                       number of competitors active in this market, such as Thermo Fisher and Bio Techne.

                                    3) During the market investigation, some concerns were raised as  to  the  Parties'  position  in  dyes  and
                                       stains. [13] However, further investigation confirmed that the Parties'  activities  in  this  field  are
                                       mostly complementary. Indeed, Sigma is mainly active in dyes and stains for research applications,  while
                                       Merck is mainly active in dyes and stains for IVD applications.[14] Also, some of these  complaints  seem
                                       to stem from the current preference of some customers  for  the  Parties'  products  and  their  specific
                                       coloring, rather than from the inability of customers to find alternative sources of supply.

                                    4) As regards carbohydrates, the Parties' combined market share was [20-30]% with an increment of [0-5]%  at
                                       EEA level in 2013. At worldwide level, the Parties' combined market share was [20-30]% with an  increment
                                       of [0-5]% in 2013. Moreover, there a large number of large competitors active in  this  market,  such  as
                                       Thermo Fisher, Bio Techne and Enzo, to whom customers can fairly easily turn to post-Transaction.

                                    5) As regards bioactive small molecules, the Parties' combined market shares would be below [30-40] % with a
                                       limited increment (at most [5-10]% in 2013) both at EEA and  worldwide  level,  and  a  large  number  of
                                       suppliers in this market, such as Tocris/Techne and Abcam, to whom customers can fairly  easily  turn  to
                                       post-Transaction.

                                    6) With the exception of dyes and stains which have been discussed above, most  respondents  to  the  market
                                       investigation indicated that they do not expect the Transaction to have any material  impact  as  regards
                                       any bioscience products.[15]

                                    7) In light of the above, the Commission concludes that the Transaction is unlikely to significantly  impede
                                       effective competition in relation to biochemicals.

   3. CELL CULTURE

   1. Introduction

                                    1) Cell culture is the process by which cells are grown in controlled conditions, generally outside of their
                                       natural environment. Cell culture is one of the main tools used in cellular and molecular biology,  since
                                       it provides excellent model systems for studying the 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 and therapeutic proteins).

                                    2) There are two categories of cell culture products, namely  cell  culture  media  (water-based)  and  cell
                                       culture sera (blood-based). They are aimed at supplying nutrients to human, animal, insect and  plant  to
                                       stimulate and support the cell growth in vitro (i.e. outside the living organism). For  a  complete  cell
                                       culture, additional reagents and supplements are also required.

   2.  Market definition

        1. Product market

Notifying Party's views

                                    1) In line with a Commission's precedent,[16] the Notifying Party submits that cell culture products can  be
                                       segmented based on the customer groups at which they  are  aimed,  namely  research  customers  and  bio-
                                       production customers. This is due to the  differences  in  terms  of  purchasing  patterns,  pricing  and
                                       expected quality. Research customers do not require the same level of testing and  validation  that  bio-
                                       production customers must undertake in order to comply with various regulations. As  a  result  of  these
                                       additional certification requirements bio-production products also tend to be priced at premium  compared
                                       to research products.

                                    2) Apart from the distinction by end-customer group, the Notifying Party distinguishes between cell  culture
                                       media, cell culture sera and reagents and supplements,  as  well  as  identifies  several  sub-categories
                                       within each above mentioned products group.

                                    3) Within media, distinctions can be made based on the form of the media (liquid or dry), the type of  media
                                       (standard, custom or proprietary) and the use of animal components (chemically defined or  non-chemically
                                       defined).

                                    4) Within sera, distinctions can be made based on animal type (Fetal Bovine Serum (FBS), calf  serum,  adult
                                       bovine serum and other species) and geographic origin (from Australia, New Zealand; the  US;  Canada  and
                                       South American countries (EU approved)).

                                    5) Regarding reagents and supplements, the Notifying Party submits that  cell  culture  supplements  include
                                       lipid-based supplements and non-lipid based supplements.

Commission's assessment

                                    6) The market investigation confirmed the Commission's findings in one previous case[17].

                                    7) As to the distinction by customer group, respondents to the market investigation indicated that there are
                                       differences mainly in  terms  of  documentation  requested  and  certification.  Indeed,  some  suppliers
                                       indicated that bio-production customers require higher quality and additional  documentation  since  they
                                       are more concerned about the risk of contamination and consistency.[18]

                                    8) As to the subcategories of products, some customers confirmed that they are specific and fulfil different
                                       needs. By way of example, one customer indicated  that  "cell  culture  products  are  specific  for  the
                                       different types of cells that are cultivated.

For example they may need bovine serum or calf serum, activated inactivated etc".[19]

                                    9) In any event, 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.

        2. Geographic market

Notifying Party's views

                                    1) In line with the previous Commission's  decisions  pertaining  to  the  life  science  industry,[20]  the
                                       Notifying Party considers geographic market for cell culture products to be at least EEA-wide  in  scope.
                                       This is mainly due low transport costs, the  absence  of  regulatory  barriers  and  global  presence  of
                                       suppliers.

Commission's assessment

                                    2) The market investigation in this case tends to confirm the cell culture markets to be at least EEA  wide,
                                       similarly to the markets for bioscience products and for raw  materials  for  pharmaceutical  production.
                                       This is mainly due to suppliers being active on an EEA wide or even global  basis,  products  being  sold
                                       under the same brand names  regardless  of  the  different  geographic  areas  and  customers  concluding
                                       contracts at EEA or global level.[21]

                                    3) In any event, 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.

   3. Competitive assessment

                                    1) The Parties' activities overlap in a number of cell culture products in  both  customer  segments  namely
                                       research and bioproduction. Specifically, the following  affected  markets  arise  as  a  result  of  the
                                       proposed Transaction in this field:[22]

      a. Media for research customers: proprietary media and chemically defined media;

      b. Media for bioproduction customers: liquid media, standard media and custom media;

      c. Sera for research customers: EU-approved South America FBS sera.

      d. Reagents and supplements for research customers: the overall market and non-lipid based supplements;

      e. Reagents and supplements for bioproduction customers: the reagents and supplements overall and lipid-based supplements.

Table 1: Market shares of the Parties in cell culture

|Parties' market        |EEA                                          |Worldwide                                  |
|shares 2013 (%)        |                                             |                                           |
|Product                                                                                                          |
|Bio-production                                                                                                   |
|Research                                                                                                         |
|Bio-production      |Overall                                                                                  |
|                    |Merck %             |Sigma %              |Combined %         |Total Market Size         |
|                    |                    |                     |                   |(M€)                      |
|EEA                 |[10-20]%            |[10-20]%             |[30-40]%           |240                       |
|Austria             |[10-20]%            |[10-20]%             |[20-30]%           |6.0                       |
|Belgium             |[20-30]%            |[5-10]%              |[20-30]%           |10.0                      |
|Bulgaria            |[20-30]%            |[5-10]%              |[20-30]%           |1.6                       |
|Croatia             |[20-30]%            |[10-20]%             |[30-40]%           |0.8                       |
|Cyprus              |[20-30]%            |[5-10]%              |[20-30]%           |0.5                       |
|Czech Republic      |[10-20]%            |[10-20]%             |[30-40]%           |4.1                       |
|Denmark             |[10-20]%            |[20-30]%             |[40-50]%           |4.1                       |
|Estonia             |[5-10]%             |[30-40]%             |[30-40]%           |0.2                       |
|Finland             |[20-30]%            |[10-20]%             |[40-50]%           |2.1                       |
|France              |[5-10]%             |[10-20]%             |[20-30]%           |28.0                      |
|Germany             |[20-30]%            |[10-20]%             |[30-40]%           |70.0                      |
|Greece              |[20-30]%            |[10-20]%             |[40-50]%           |1.8                       |
|Hungary             |[10-20]%            |[5-10]%              |[10-20]%           |7.0                       |
|Ireland             |[10-20]%            |[20-30]%             |[30-40]%           |5.0                       |
|Italy               |[5-10]%             |[30-20]%             |[40-50]%           |25.0                      |
|Latvia              |[10-20]%            |[20-30]%             |[30-40]%           |0.2                       |

|Country             |Solvents 2013                                                                            |
|                    |Merck %             |Sigma %              |Combined %         |Total Market Size         |
|                    |                    |                     |                   |(M€)                      |
|Lithuania           |[10-20]%            |[30-40]%             |[40-50]%           |0.3                       |
|Luxembourg          |[0-5]%              |[30-40]%             |[30-40]%           |0.1                       |
|Malta               |[0-5]%              |[50-60]%             |[50-60]%           |0.4                       |
|Netherlands         |[10-20]%            |[10-20]%             |[20-30]%           |12.0                      |
|Poland              |[10-20]%            |[5-10]%              |[10-20]%           |7.5                       |
|Portugal            |[20-30]%            |[10-20]%             |[40-50]%           |2.1                       |
|Romania             |[20-30]%            |[10-20]%             |[30-40]%           |1.6                       |
|Slovakia            |[10-20]%            |[0-5]%               |[10-20]%           |2.0                       |
|Slovenia            |[10-20]%            |[10-20]%             |[30-40]%           |2.0                       |
|Spain               |[10-20]%            |[10-20]%             |[20-30]%           |11.5                      |
|Sweden              |[5-10]%             |[5-10]%              |[10-20]%           |12.0                      |
|UK                  |[0-5]%              |[30-40]%             |[40-50]%           |18.0                      |
|Iceland             |[0-5]%              |[60-70]%             |[60-70]%           |0.1                       |
|Liechtenstein       |[0-5]%              |[20-30]              |[20-30]            |0.1                       |
|Norway              |[5-10]%             |[10-20]%             |[20-30]            |4.0                       |

   Source: Parties' estimates.

                                    2) As illustrated in Table 4 above, the combined market shares on national level are  in  most  cases  above
                                       30%, and in some instances even above 50%, with high increments. Due  to  the  methodological  challenges
                                       concerning the calculation of market shares on these markets, as explained above, it is also likely  that
                                       the Parties' combined market shares would even be higher in some cases.[103]

                                    3) However, even in those Member States where the national markets are not affected, namely Hungary, Poland,
                                       Slovakia and Sweden or the Member States where there is no  overlap  (as  Merck  is  not  active)  namely
                                       Luxembourg, Malta and Iceland the Transaction  may  have  a  significant  impact.  This  is  because,  as
                                       explained above in the general features of the market, the Transaction  combines  two  strongest  product
                                       portfolios, quality products, brands and channels to the market, and  even  where  the  Parties  are  not
                                       actual competitors they are each other's strongest potential competitors and thus the  Transaction  would
                                       remove the ability of the smaller Party to enter or develop in the markets where  it  currently  may  not
                                       have a strong foothold.

   i. Market structure for catalogue inorganics

Supply of catalogue inorganics in the EEA

                                    1) The Notifying Party submitted the following market shares for the Parties and their main  competitors  in
                                       the catalogue inorganics market in the EEA for 2013.

Table 5: Market shares of the Parties and main competitors for catalogue inorganics in the EEA, 2013

|2013,               |Merck                                                                                    |
|EEA                 |                                                                                         |
|                    |Merck %             |Sigma %              |Combined %         |Total Market Size         |
|                    |                    |                     |                   |(M€)                      |
|EEA                 |[10-20]%            |[10-20]%             |[30-40]%           |280                       |
|Austria             |[10-20]%            |[10-20]%             |[30-40]%           |7.0                       |
|Belgium             |[30-40]%            |[10-20]%             |[40-50]%           |14.0                      |
|Bulgaria            |[20-30]%            |[10-20]%             |[30-40]%           |1.5                       |
|Croatia             |[20-30]%            |[10-20]%             |[30-40]%           |0.9                       |
|Cyprus              |[10-20]%            |[10-20]%             |[30-40]%           |0.3                       |
|Czech Republic      |[10-20]%            |[20-30]%             |[40-50]%           |3.0                       |
|Denmark             |[20-30]%            |[20-30]%             |[40-50]%           |5.5                       |
|Estonia             |[10-20]%            |[20-30]%             |[30-40]%           |0.4                       |
|Finland             |[10-20]%            |[10-20]%             |[20-30]%           |4.2                       |
|France              |[10-20]%            |[10-20]%             |[30-40]%           |32.4                      |
|Germany             |[20-30]%            |[10-20]%             |[40-50]%           |80.4                      |
|Greece              |[20-30]%            |[10-20]%             |[30-40]%           |2.0                       |
|Hungary             |[20-30]%            |[10-20]%             |[40-50]%           |3.0                       |
|Ireland             |[5-10]%             |[10-20]%             |[20-30]%           |8.6                       |
|Italy               |[10-20]%            |[20-30]%             |[30-40]%           |22.0                      |
|Latvia              |[10-20]%            |[10-20]%             |[30-40]%           |0.3                       |
|Lithuania           |[10-20]%            |[20-30]%             |[40-50]%           |0.5                       |
|Luxembourg          |[0-5]%              |[20-30]%             |[20-30]%           |0.2                       |
|Malta               |[0-5]%              |[20-30]%             |[20-30]%           |0.3                       |
|Netherlands         |[10-20]%            |[10-20]%             |[30-40]%           |14.0                      |
|Poland              |[10-20]%            |[10-20]%             |[20-30]%           |9.5                       |
|Portugal            |[20-30]%            |[10-20]%             |[40-50]%           |3.0                       |
|Romania             |[20-30]%            |[5-10]%              |[20-30]%           |4.2                       |
|Slovakia            |[10-20]%            |[5-10]%              |[10-20]%           |1.9                       |
|Slovenia            |[10-20]%            |[20-30]%             |[40-50]%           |1.8                       |
|Spain               |[10-20]%            |[10-20]%             |[20-30]%           |16.0                      |
|Sweden              |[20-30]%            |[10-20]%             |[30-40]%           |8.1                       |
|UK                  |[5-10]%             |[10-20]%             |[20-30]%           |31.0                      |
|Iceland             |[0-5]%              |[30-40]%             |[30-40]%           |0.2                       |
|Liechtenstein       |[0-5]%              |[10-20]%             |[10-20]%           |0.3                       |
|Norway              |[10-20]%            |[10-20]%             |[20-30]%           |3.9                       |

   Source: Parties' estimates.

                                    2) The combined market shares of the Parties are in many cases above 30% with high increments.  Due  to  the
                                       methodological challenges concerning the calculation

of market shares on these markets, as explained above, it is also likely that the Parties' combined market shares would even be  higher  in  some
cases[109].

                                    3) However, even in those Member States where the national markets are not affected, namely Slovakia, or the
                                       Member States where there is no overlap (as Merck is not active) namely Malta, Lichtenstein and  Iceland,
                                       the Transaction may have a significant impact. This  is  because,  as  explained  above  in  the  general
                                       features of the market, the Transaction combines two  strongest  product  portfolios,  quality  products,
                                       brands and channels to the market, and even where the Parties are not actual competitors  they  are  each
                                       other's strongest potential competitors and thus the Transaction would remove the ability of the  smaller
                                       Party to enter or develop in the markets where it currently may not have a strong foothold.

        a. Barriers to entry to the catalogue solvents and inorganics markets

                                    1) Despite the leading position and closeness of competition of Merck  and  Sigma  in  the  whole  EEA,  the
                                       Notifying Party argues that, in any event, anticompetitive effects could be excluded  since  barriers  to
                                       entry in the markets for the supply of catalogue solvents and inorganics are low.  In  this  context  the
                                       Notifying Party reiterates  that  suppliers  of  catalogue  solvents  and  inorganics  (which  are  often
                                       purchasing raw chemicals in bulk from the large  chemical  manufacturers)  provide  limited  added  value
                                       services, such as quality assurance and control, or purification, to the product originally  produced  by
                                       bulk manufacturers. Contracts with third party manufacturers would be widely available and raw  materials
                                       producers, such as Ineos, Akzo Nobel and BASF, which are already present in respect to bulk sales,  would
                                       be capable of entering the catalogue market quickly if a hypothetical  price  increase  made  such  entry
                                       attractive. Finally, customers would easily switch among  brands  given  the  identity  of  the  products
                                       purchased.

                                    2) The market investigation clearly contradicted the Notifying Party's  views.  In  line  with  the  general
                                       features of the market exposed above, the barriers to entry to these markets are considerable.

                                    3) First, the market investigation indicated that, because of brand loyalty, customers do not  often  switch
                                       suppliers and brand recognition requires years of work for a new supplier to establish a brand  and  more
                                       generally presence on these markets. As explained by one competitor, "once a  relationship  of  trust  is
                                       established, customers of solvents and inorganics become rather "sticky", i.e. they tend  not  to  change
                                       suppliers unless so prompted by a significant increase  in  price,  noticeable  decrease  in  quality  or
                                       chronic problems with ordering or delivery occur. The  brand  name  epitomizes  this  relation  of  trust
                                       between supplier and customer"[110]. This analysis  is  also  shared  by  many  customers.  One  of  them
                                       considered that "brand recognitions is

the result of years of work of delivering high quality fine chemicals paired with strong customer relationships. In the fine chemical market,  it
is important to have the reliability in the products delivered because they impact the quality of testing  results  directly  and  therefore  the
decision made on the results indirectly"[111]

                                    4) Second, the market investigation identified the economies of scale and scope as another main  barrier  to
                                       entry in the catalogue solvents and inorganics markets. The utilization rate of a plant  would  typically
                                       be low and sales of solvents and inorganics in small quantities appear to be a viable activity only if  a
                                       supplier can propose a wide portfolio of chemicals to an important customer base. In this respect, it  is
                                       crucial for any party willing to enter this market to be able  to  offer  a  sufficiently  broad  product
                                       portfolio across the spectrum  of  solvents  and  inorganics.  This  analysis  was  confirmed  by  market
                                       participants[112]. For instance, one competitor considered that "this business needs to supply  at  least
                                       thousands of items of small scale chemicals. Nobody knows which item sells well in advance, so many items
                                       must be stored in each area to be delivered quickly. So sales will be relatively small compared  to  cost
                                       of inventory, test, repack and delivery"[113].  Another  competitor  stressed  that  "to  be  a  credible
                                       supplier in laboratory chemicals requires the stocking of a very wide  range  of  products.  Additionally
                                       there is a significant degree of know-how required to be able to handle and distribute a  wide  range  of
                                       laboratory chemicals both safely and in line with the required regulations".[114]

                                    5) Third, know-how and IP rights are also important barriers to entry in relation to  some,  typically  most
                                       profitable, products. In particular, as to inorganics, Sigma  had  a  long  patent  protection  on  first
                                       generation Karl Fisher titration solutions, from 1980 to 2000. On 2001, Sigma was granted  a  new  patent
                                       protection for a second generation Karl Fisher titration solution, which will expire in 2021.

                                    6) To summarize, one competitor indicated that it is very difficult  to  enter  the  market  for  supply  of
                                       catalogue solvents and inorganics because "the barriers  of  the  recognized  brand,  the  investment  to
                                       perform the quality checks, the know-how, the sales force, and the regulatory aspects are too high"[115].

                                    7) Thus, unsurprisingly, main large chemical  manufacturers  such  as  Ineos,  Akzo  Nobel,  BASF  and  Dow,
                                       confirmed during the market investigation that they are unlikely  to  enter  the  markets  for  catalogue
                                       solvents and inorganics since it is a "different  business  model"  from  their  current  activities  and
                                       because of the "lack of customer relationship" and the "investments needed to fill/repack".[116]

                                    8) Indeed, main chemicals manufacturers commonly supply solvents and inorganics in bulk  format  (e.g.  rail
                                       car or tanker truck volumes) where they find it economically attractive, but do not intend  participating
                                       in the sale of smaller laboratory catalogue volumes, which would require individual bottling/packaging

facilities and stringent quality control to ensure these chemicals can be reliably used by the laboratories in their testing protocols.

                                    9) This was overwhelmingly confirmed in the market investigation. Bulk  manufacturers  explained  that  they
                                       would not be willing or able to start being active in the laboratory  chemicals  market  post-merger.  In
                                       this context one large chemical manufacturer mentioned that "[company] is not interested in the  delivery
                                       of small volumes, this is not in line with [company] business model for the sale of respective  products.
                                       [Company] does not have the facilities to pack in  smallest  volumes  and  to  deliver  such  volumes  to
                                       customers",[117] while another explained that since it is "specialising in large volume  sales  to  large
                                       volumes customers [it does not have] the infrastructure nor the manning  to  enter  into  the  laboratory
                                       chemicals market".[118]

                                   10) The lack of interest in a merger induced entry by bulk manufacturers is further reinforced  by  the  fact
                                       that the market where bulk manufacturers are active in has a totally different scale and  economics  when
                                       compared to laboratory chemicals markets. Indeed, as it was explained by a bulk manufacturer,  "the  size
                                       of the market and its business model would make it unattractive despite the better prices".[119] Finally,
                                       another bulk manufacturer emphasised the difference  in  terms  of  organisation  and  business  strategy
                                       between bulk and catalogue sales: "we don't want to sell small scale products to  the  customer  directly
                                       due to our infrastructure and our cost  structure".[120]  The  fact  that  the  two  markets  serve  very
                                       different needs is further supported  by  the  fact  that  many  large  chemical  manufacturers  purchase
                                       laboratory chemicals, including those  originally  produced  by  them,  from  companies  like  Merck  and
                                       Sigma.[121]

                                   11) Finally, bulk manufacturers highlighted the long term  process  that  would  be  needed  to  enter  these
                                       markets. For example, one of them considered that "brand loyalty, brand recognition,  scale  of  sales  &
                                       distribution coverage, product range and e presence would make any ability to  effectively  compete  [for
                                       third party manufacturers] subject to a multi-million dollar  investment  and  a  development  period  of
                                       approximately five years",[122] while another also confirmed that the "main problem  for  them  would  be
                                       Brand image. Customers would not trust the brand. Process would take many years".[123]

                                   12) It follows that, in line with the general features of these markets, the  barriers  to  entry  are  high,
                                       associated with a specific business model of small scale production and the need for  brand  recognition,
                                       customer acceptance and channel to the market. As a result, it is unlikely that bulk manufacturers  would
                                       be able and/or willing to enter the market and exert competitive pressure  on  the  merged  entity  post-
                                       Transaction.

        b. Conclusion on catalogue Solvents and Inorganics

                                    1) In view of the above, the Commission considers  that  the  Parties  are  the  two  leading  suppliers  of
                                       catalogue solvents and inorganics in the EEA and each other's closest competitors in terms of the product
                                       portfolio, product quality and brands and channels to the market.

                                    2) The Transaction leads to the combination of the most extensive product portfolios, the  strongest  brands
                                       and the most effective channels to the market in the area of catalogue solvents  and  inorganics  in  the
                                       EEA. Besides these significant barriers to switching, barriers to entry are also high and would  make  it
                                       unlikely for other players, including large bulk chemical companies, to enter or expand on this market.

                                    3) Therefore, based on all available evidence, the Commission concludes that  the  proposed  Transaction  is
                                       likely to  significantly  impede  effective  competition  and  thus  raises  serious  doubts  as  to  its
                                       compatibility with the internal market in relation to the supply of catalogue solvents and inorganics  in
                                       the EEA, irrespective of the precise product or geographic market definition.

        1. Organics and other laboratory chemicals

                                    1) According to data provided by the Notifying Party, the Transaction results  in  9  horizontally  affected
                                       markets or market segments[124] in the supply of  organics  and  other  laboratory  chemicals  (reference
                                       materials, analytical chromatography, industrial microbiology) in the EEA.

                                    2) The Notifying party submits that the Transaction is unlikely to significantly impede competition, as  the
                                       markets for organics and other laboratory chemicals are commoditised markets, where competitors  are  not
                                       affected by capacity constraints, and there are no significant barriers to entry and expansion.

                                    3) As regards organics in particular, the Notifying  Party  observes  that  third  party  manufacturers  are
                                       available, and so are organic synthesis houses which would exert competitive constraints on the  parties.
                                       The Parties rely to a very limited extent on IP rights (on products or on production steps), which  cover
                                       less than [0-10]% of Merck's and around [0-10]% of Sigma's sales of organics.

                                    4) As regards other laboratory chemicals, the Notifying party submits that the Parties  have  limited  sales
                                       and a small product portfolio than other companies active on these markets,  and  this  is  a  fragmented
                                       market with hundreds of competitors offering other chemicals such as reference materials.

                                    5) For the reasons set out below, the Commission finds that the Transaction  is  unlikely  to  significantly
                                       impede competition in relation to organics and other laboratory chemicals.

                                    6) First, the activities of the Parties in  relation  to  these  product  markets  are  to  a  large  extent
                                       complementary. Sigma has a strong  market  presence  in  organics  where  Merck  is  a  less  significant
                                       competitor, as in all affected markets and  market  segments  in  the  EEA  the  market  share  increment
                                       (corresponding to Merck's market share) is below [5-10]%[125]. Merck is a strong player  for  some  other
                                       laboratory chemicals, such as TLC plates, with Sigma acting as  a  less  significant  competitor  in  all
                                       affected markets and market segments in the EEA, where  the  market  share  increment  (corresponding  to
                                       Sigma's market share) is below [5-10]%[126].

                                    7) Even though these market shares have been estimated by the Notifying Party and, thus, as for solvents and
                                       inorganics, might be underestimated, internal documents confirmed the more limited  overlap  between  the
                                       Parties' activities in organics and other laboratory chemicals, such as  chromatography.  Merck's  market
                                       shares were estimated in organics and chromatography as being below [10-20]%, and more  specifically  [5-
                                       10]%, in 2012 in Western Europe. It is explicitly mentioned  that  "Merck  Millipore  [is]  strongest  in
                                       Inorganics  and  Solvents"  as  opposed  to  other   laboratory   chemicals,   such   as   organics   and
                                       chromatography[127].

                                    8) Second, the market investigation broadly confirmed that the merger between Sigma and Merck is unlikely to
                                       significantly impede competition on these product markets as  opposed  to  solvents  and  inorganics.  In
                                       particular, most customers reported other suppliers (such as Fisher / Acros, Alfa Aesar, GE,  Invitrogen)
                                       as their main suppliers of organics, with few indicating Merck.[128] This is consistent with the feedback
                                       of competitors.[129]

                                    9) As regards other laboratory chemicals, almost all customers[130] and competitors131 indicated that  Merck
                                       and Sigma are not among their three biggest suppliers.

                                   10) Third, concerning barriers to entry consisting of IP rights, no  significant  barriers  exist.  In  those
                                       instances where the products concerned are materially subject to  IP  rights,  as  it  is  the  case  for
                                       instance for HPLC Columns, the parties do not have a significant share of the market.[131][132]

                                   11) Fourth, only as regards organics, certain competitors indicate that  it  may  be  costly  and  ultimately
                                       difficult to expand  their  presence  on  sub-segments  of  the  organics  market  beyond  their  current
                                       activities.[133] However, this does not result in a significant impediment to  effective  competition  in
                                       view of the limited overlaps between the  parties  in  these  markets,  and  of  the  availability  of  a
                                       sufficient number of competitors post-Transaction.

                                   12) In conclusion, in view of the above, the Commission concludes that the proposed Transaction  is  unlikely
                                       to significantly impede competition in relation to the market for organics and other laboratory chemicals
                                       in the EEA.

   4. DISTRIBUTION OF LABORATORY AND LIFE SCIENCE PRODUCTS

   1. Introduction

                                    1) Sigma operates a business whereby it distributes various (its own  and  other  companies')  life  science
                                       industry products globally.[134] To this end Sigma operates a traditional  and  an  on-line  (e-commerce)
                                       distribution system. Approximately […]% of Sigma's global sales  are  made  through  e-commerce.  Sigma's
                                       sales of third party laboratory and life science products generated revenues of €[…] in 2013 in the EEA.

                                    2) The Transaction gives rise to vertically affected markets stemming from the link between the distribution
                                       of laboratory and life science products and the various life science markets analysed above

   2. Market definition

        1. Product market

                                    1) The Notifying Party submits that the relevant product market for distribution comprises the  distribution
                                       of all laboratory and life science products. Distributors are able and  do  offer  a  range  of  products
                                       including laboratory chemicals as well  as  other  laboratory  consumables  and  life  science  products.
                                       Moreover, the same product market would comprise both traditional distributors and on-line  distributors,
                                       as despite the different features of these channels, on-line distributors offer a range of products  that
                                       is equivalent to that offered by traditional distributors.

                                    2) In its past decisional practice, the Commission  found  that  distributors  normally  offer  a  range  of
                                       products encompassing laboratory chemicals as well as  other  laboratory  consumables  and  life  science
                                       products.[135] The Commission did not consider any subdivision of  this  market  into  different  product
                                       markets depending on whether sales are made through traditional or online channels.

                                    3) Similarly, in its past decisional practice related  to  the  distribution  of  commodity  and  speciality
                                       chemicals,[136] the Commission considered broad  categories  of  chemicals  as  the  relevant  scope  for
                                       distribution markets (e.g. the distribution of commodity chemicals).

                                    4) The market investigation in the case at  hand  did  not  provide  any  indications  to  depart  from  the
                                       Commission practice.

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

        2. Geographic market

                                    1) The Notifying Party submits that there is a trend towards cross-border  distribution  of  laboratory  and
                                       life science products, although it acknowledges that the distribution  market  could  be  divided  across
                                       national lines.

                                    2) In its past decisional practice in relation to life science products, the Commission found in  particular
                                       that most distributors operate in a single Member State,  and  that  most  distributors  have  commercial
                                       negotiations with customers at national level.[137] This is consistent with  the  need  for  local  sales
                                       force and support in these markets.

                                    3) In any event,  for  the  purposes  of  this  Decision,  the  precise  geographic  market  definition  for
                                       distribution of laboratory chemicals can be left open as the  competitive  assessment  would  not  differ
                                       under any of the plausible geographic market definitions.

   3. Competition assessment

        1. Customer foreclosure

                                    1) The Parties' combined market shares for the distribution of laboratory  and  life  science  products  are
                                       below 30% in every Member State. As the Parties do not have a significant degree of market power  on  the
                                       downstream market, customer foreclosure is unlikely to be a concern in the case at hand.

                                    2) In this context, the Notifying Party also submits that Sigma is a relatively small distributor  of  third
                                       party products in every Member State in which it operates in the  EEA,  and  that  it  faces  significant
                                       competition from other distributors such as VWR (throughout the EEA), Euroclone  (Italy,  Spain,  Greece,
                                       Germany), Omnilab

(Germany and the Netherlands), Analis (France and Belgium), Dominique Dutscher (France and the UK), as well as local distributors active  in  one
Member State only.

                                    3)  The  market  investigation  confirmed  the  existence  of  a  number  of  global,  EEA-wide  and   local
                                       distributors,[138] and did not provide any indications to depart from the Parties'  view  as  to  Sigma's
                                       limited presence.

        2. Input foreclosure

                                    1) As evidenced in sections IV.2, IV.3, IV.4 and IV.5 above, the Parties' combined market share for a number
                                       of laboratory chemicals and life science products is higher than 30%.[139] Therefore, all these  upstream
                                       markets are vertically affected markets in relation to the downstream  market  for  the  distribution  of
                                       laboratory and life science products. Should the merged entity be deemed to have a significant degree  of
                                       market power regarding the upstream markets, it could  potentially  have  an  ability  and  incentive  to
                                       leverage influence on the conditions of competition in these markets on prices and supply  conditions  in
                                       the downstream market for the distribution of laboratory and life science products.

                                    2) The Notifying Party submits in this context that the combined entity will not have a  significant  degree
                                       of market power for the supply of any laboratory and life science products in the EEA, and that customers
                                       do not perceive their products being particular "must have" brands for  distributors  of  laboratory  and
                                       life science products and thus any such foreclosure effects are unlikely.

                                    3) However, as evidenced in section IV.5 above, the Commission takes the view that the combined entity  will
                                       have a significant degree of market power for a number of laboratory chemicals markets (e.g. solvents and
                                       inorganics). Nonetheless, these markets will only represent a fraction of the entire laboratory and  life
                                       science portfolio of any  given  distributor,  thereby  mitigating  the  impact  of  any  possible  input
                                       foreclosure from the combined  entity.  Furthermore,  the  full  overlap  in  relation  to  solvents  and
                                       inorganics sold in the EEA will be removed by the Commitments  offered  by  the  Parties,  and  thus  any
                                       vertical concerns will also be mitigated.

                                    4) More importantly, the combined entity  is  unlikely  to  have  any  incentive  to  undertake  such  input
                                       foreclosure strategy. Indeed, sales through distributors are a  complementary  sales  channel  to  direct
                                       sales, and allow manufacturers of laboratory chemicals to expand their geographic and customer footprint.
                                       This is illustrated by Sigma itself, which still realizes […]% of its solvents  sales  and  […]%  of  its
                                       inorganics sales through third party distributors, in spite of being vertically integrated  with  respect
                                       to distribution. Given the highly fragmented customer base in relation to laboratory chemicals, suppliers
                                       always have an incentive to rely on a number of distributors to achieve as wide sales of  their  products
                                       as possible. This is also illustrated by the strategy  of  Thermo-Fisher,  a  key  vertically  integrated
                                       competitor of the Parties, which besides its own  distribution  channels  also  sells  a  number  of  its
                                       products through a global distributor VWR.

                                    5) In light of the above, any input foreclosure is unlikely to be  a  concern,  in  particular  because  the
                                       combined entity would not have a strong incentive to pursue such foreclosure strategy.

        3. Conclusion

                                    1) In view of the information provided by the Parties, and of the results of the market  investigation,  the
                                       Commission therefore concludes  that  the  proposed  Transaction  is  unlikely  to  significantly  impede
                                       competition in relation to the market for the distribution of laboratory and life science products.

  IV. COMMITMENTS

   1. Framework for the assessment of the Commitments

                                    1) Where a concentration raises serious doubts as regards its compatibility with the  internal  market,  the
                                       Parties may undertake to modify the concentration so as to remove the  grounds  for  the  serious  doubts
                                       identified by the Commission.

                                    2) As set out in the Commission's Remedies Notice,[140] the commitments have to  eliminate  the  competition
                                       concerns entirely, and have to be comprehensive and effective from all points of view.[141]

                                    3) In assessing whether commitments will  maintain  effective  competition,  the  Commission  considers  all
                                       relevant factors, including the type, scale and scope of the proposed commitments, with reference to  the
                                       structure  and  particular  characteristics  of  the  market  in  which  the  Transaction  is  likely  to
                                       significantly impede effective competition, including the position of the Parties and other  participants
                                       on the market.[142]

                                    4) In order for the commitments to comply with those principles, they must be capable of  being  implemented
                                       effectively within a short period of time. Concerning the form  of  acceptable  commitments,  the  Merger
                                       Regulation gives discretion to the Commission as long as the commitments  meet  the  requisite  standard.
                                       Structural commitments will meet the conditions set out above only in so far as the Commission is able to
                                       conclude with the requisite degree of certainty, at the time of its Decision, that it will be possible to
                                       implement them and that it will be likely that the new commercial structures resulting from them will  be
                                       sufficiently workable  and  lasting  to  ensure  that  effective  competition  will  be  maintained.[143]
                                       Divestiture commitments are normally the best  way  to  eliminate  competition  concerns  resulting  from
                                       horizontal overlaps.

   2. Commitments submitted by the Parties

                                    1) In order to ensure that effective competition  will  be  maintained,  the  Parties  submitted  a  set  of
                                       commitments under Article 6(2) of the Merger Regulation on  22  May  2015  ("Initial  Commitments").  The
                                       Commission market tested the Initial Commitments in order to  assess  whether  they  are  sufficient  and
                                       suitable to remedy serious doubts identified in the catalogue solvents and inorganics markets.  Following
                                       the feedback received during the market test, the Initial Commitments  were  refined  and  improved,  and
                                       amended commitments were submitted on 11 June 2015 ("Final Commitments").  These  Final  Commitments  are
                                       annexed to this Decision and form an integral part thereof.

   1. Initial Commitments

                                    2) The Initial Commitments consisted of the divestiture of the majority of Sigma's solvents  and  inorganics
                                       business in the EEA (the "Divestment Business").[144]

                                    3) The solvents and inorganics under the Divestment Business include:

      a. for solvents: (i) HPLC solvents; (ii) regulated solvents; (iii) technical grade  solvents;  (iv)  spectroscopy  solvents,  and  (v)  gas
         chromatography solvents;

      b. for inorganics: (i) volumetric/titration solutions; (ii) inorganic salts; (iii) acids; (iv) bases; (v) buffers; (vi) auxiliaries;  (vii)
         indicators; and (viii) Karl Fischer titration solutions.

                                    4) The Divestment Business generated EUR […]of sales in 2014 and included the following main elements:

      c. the solvents and inorganics sold by Sigma worldwide under the Fluka brand (the "Fluka business"), as well as the full  transfer  of  the
         Fluka brand and all associated brands and trademarks;

      d. the solvents and inorganics sold by Sigma in the EEA under the Sigma-Aldrich brand, in so far as such products are produced  in  Sigma's
         plants in Seelze, (Germany), Buchs (Switzerland), and Steinheim (Germany) (the "Sigma-Aldrich business");

      e. a royalty-free EEA-wide […]license to use the Sigma-Aldrich  brand  and  associated  trademarks  for  solvents  and  inorganics  and  an
         obligation on the Purchaser to rebrand those products in this period. The license is  followed  by  an  additional  […]black-out  period
         during which neither Merck nor the Purchaser are allowed to sell solvents and inorganics under the Sigma-Aldrich brand in the EEA;

      f. all the assets currently owned and controlled by Sigma at its manufacturing facility located in Seelze (Germany)  shared  between  Sigma
         and Honeywell

         Inc. ("Honeywell"),[145] including all related production assets to the extent owned by Sigma (the "Seelze plant");

      g. [Personnel];

      h. [Personnel]; and

      i. [Personnel] […].

                                    5) Moreover, the Initial Commitments included the following additional elements:

      j. Sigma's know-how and associated IP rights used primarily or exclusively  for  the  Divestment  Business,  as  well  as  a  royalty-free,
         irrevocable, non-exclusive, global licence under Sigma's know-how and associated IP rights used otherwise not primarily  or  exclusively
         for the Divestment Business;

      k. at the option of the Purchaser, all assets and equipment solely or predominantly used at sites other  than  the  Seelze  plant  for  the
         production of products in the Divestment Business;

      l. the trade names used exclusively or predominantly in connection with  the  Divestment  Business  specifically  including  the  following
         names: Aerosol, Hydranal, Perdrogen, Riedel-De-Haen, TraceSelect, Tiron and Trolox;

      m. all product descriptions and product specific information displayed on Sigma's e-commerce platform;

      n. all assignable contracts and Sigma's best efforts to facilitate the transfer of  all  other  contracts  related  to  sourcing,  customer
         supply, distribution and logistics; and

      o. all customer lists of the Divestment Business and related information (regardless of  the  sales  channel  used)  for  the  period  from
         […]until the date of closing of the Transaction.

                                    6) Finally, the Initial Commitments foresee a number of transitional agreements between the Parties and  the
                                       Purchaser for a period of […], including in particular:

      p. technological support agreement providing support and training for the implementation of the licensed know-how in the Seelze plant;

      q. technical assistance in relation with the manufacture of solvents and inorganics;

      r. a transitional support agreement for sourcing the equipment and raw  materials,  and  procuring  logistics  and  distribution  services,
         necessary for the Divestment Business; and

      s. a supply agreement at manufacturing cost plus for products of the Divestment Business produced in sites other than the Seelze plant.

                                    7) In terms of Purchaser requirements, besides the standard requirements, the Initial  Commitments  provided
                                       that the Purchaser shall […]

                                    8) Finally, the Parties committed not to implement the  Transaction  before  having  entered  into  a  final
                                       binding sale and purchase agreement for the sale of the  Divestment  Business  and  having  received  the
                                       Commission's approval of the Purchaser and the terms of sale.

   1. Results of the market test and assessment of the Initial Commitments

                                    1) The market test was launched on 22 May 2015 and sought to assess mainly the scope  and  effectiveness  of
                                       the Initial Commitments, their viability, the attractiveness of the Divestment Business as  well  as  the
                                       suitability of the Purchaser criteria.

                                    2)  While  generally  the  market  test  yielded  positive  results,  respondents  identified  a  number  of
                                       shortcomings. Specifically, the following key issues were raised:

      a. lack of certain important trademarks used for solvents and inorganics, with particular reference to the Chromasolv,  Fixanal  and  Trace
         Select Ultra trademarks;[146]

      b. the possibility to circumvent the black-out of Sigma-Aldrich brand by selling the same products under the brands ´Sigma´ or ´Aldrich´;

      c. as regards the re-branding aspect of the Commitments, the short duration of the re-branding  and  black-out  periods  for  Sigma-Aldrich
         branded products in the perimeter of the Divestment Business as these periods were deemed insufficient for a Purchaser  to  successfully
         rebrand these products in particular in light of the industry characteristics and previous rebranding experiences in the market[147];

      d. lack of access to Sigma´s e-commerce platform, through which a vast number  of  orders  are  made  by  customers,  and  which  would  be
         necessary for the Purchaser to be able to continue to run the Divestment Business during a transitional period  until  it  develops  its
         sales channels;[148]

      e. insufficient number of sales and marketing employees which was not deemed adequate to enable the  Purchaser  to  be  in  a  position  to
         effectively market the products contained in the Divestment Business[149]; and

      f. a number of other technicalities such as the duration of transitional agreements etc.

                                    3) As to the suitable Purchaser, respondents to the market test indicated that it should already  be  active
                                       in the laboratory chemicals business, to ensure its credibility vis-à-vis customers, and have a  products
                                       portfolio in life science which includes but goes beyond solvents and inorganics  to  further  strengthen
                                       the sustainability of its activities on a long term basis.[150]

   2. Final Commitments

                                    1) The Parties were informed of the shortcomings identified during the market test within a framework  of  a
                                       State of play meeting held on 2 June 2015 and submitted a final text of Commitments addressing the issues
                                       on 11 June 2015.

                                    2) Specifically, the Final Commitments submitted  by  the  Parties  provide  for  the  following  additional
                                       improvements compared to the Initial Commitments:

      a. worldwide rights to Chromasolv, Fixanal, and Trace Select Ultra trademarks;

      b. extension of the scope of the Divestment Business to all EEA sales of Sigma-Aldrich branded  solvents  and  inorganics  (i.e.  including
         those currently produced at other plants than Seelze, Buchs and Steinheim);

      c. extension of the re-branding and black-out periods for the Sigma-Aldrich branded products included in the Divestment Business  to  reach
         the following structure:

               • initial re-branding period of […], with possible extension for multiple […] periods up to a  maximum  of  […]  in  aggregate  if
                 certain conditions are met; and

               • […]black-out period;

      d. inclusion of a commitment not to sell solvents and inorganics under the "Sigma" or "Aldrich"  brands  in  the  EEA  during  the  periods
         foreseen in item c. above;

      e. [Personnel];

      f. inclusion of an access obligation to Sigma's e-commerce platform for a period of […]with redirection to the  Purchaser's  platform  when
         available, and a disclaimer that the sales are made on behalf of the Purchaser;

      g. inclusion of a transitional support agreement to assist the purchaser in developing its e-commerce platform; and

      h. possibility to extend the duration of transitional agreements by […].

                                    3) The Final Commitments also require, [Purchaser criteria].

                                    4) The full description of the assets and obligations of the Final Commitments is contained in the  Schedule
                                       thereof.

   3. Overall assessment of the Final Commitments

                                    1) The Commission analysed the suitability of the Final Commitments to remedy the serious doubts  identified
                                       in relation to catalogue solvents and inorganics markets in the EEA. To this end, the Commission assessed
                                       whether the scope of the Commitments is sufficient and  suitable  to  address  the  competition  concerns
                                       identified and the nature of the industry, whether the Divestment Business is viable and the  Commitments
                                       are likely to be effective in practice and  whether  the  Commitments  can  be  easily  implemented  and,
                                       finally, whether the Divestment Business is attractive for purchasers.

        1. Scope of the Final Commitments and their suitability to remove the identified concerns

                                    2) As explained in this Decision, the significant impediments to effective competition  stemming  from  this
                                       case reside in the combination of the most extensive product portfolios, the  strongest  brands  and  the
                                       most effective channels to the market in the area of solvents and  inorganics  in  the  EEA,  in  markets
                                       characterised by significant barriers to switching and significant barriers to entry.

                                    3) The Final Commitments seek to address these concerns taking account  of  the  specific  features  of  the
                                       market explained above in section (131) of this Decision, and in particular the need for scale.

                                    4) The Final Commitments consist of the divestment of a wide product portfolio representing the full overlap
                                       between the Parties as regards solvents and inorganics sold in the EEA. More specifically, the Divestment
                                       Business represents […]% of the overlap in  solvents  and  inorganics  in  the  EEA.  Indeed,  the  Final
                                       Commitments comprise products in the area  of  solvents  and  inorganics  encompassing  all  the  product
                                       segments where Parties' position  was  strong,  and  in  particular  HPLC  solvents,  regulated  industry
                                       solvents,  salts,  acids,  buffers,  volumetric  and  titration  solutions,  Karl  Fisher  titration  and
                                       indicators.

                                    5) The Divestment Business includes all necessary assets from its pre-Transaction  operation.  Specifically,
                                       it contains manufacturing assets Sigma used in Seelze pursuant to  the  agreements  with  Honeywell,  all
                                       important brands under which solvents and inorganics are sold in the EEA, and solutions for bringing  the
                                       product to the market irrespective of the nature of the Purchaser. Indeed, even if the Purchaser were not
                                       to have any pre-existing sales capability, the Final Commitments would allow it to be immediately present
                                       in the market […].

                                    6) In terms of the geographic scope of the Final Commitments, the  Divestment  Business  includes  worldwide
                                       rights and worldwide customer base of the Fluka  and  associated  brands  in  relation  to  solvents  and
                                       inorganics. This, on the one hand, mitigates any risk of brand confusion and enhances chances for a long-
                                       term viability of the Divestment Business and, on the other hand, enlarges the scope  of  the  Divestment
                                       Business beyond the EEA in relation to the main  brand,  and  in  particular  the  one  under  which  the
                                       signature Karl Fisher titration solutions and many other premium  quality  solvents  and  inorganics  are
                                       successfully sold worldwide.

                                    7) In addition, the divested assets  at  Seelze  plant  have  sufficient  spare  capacity  to  increase  the
                                       production as the case may be and thus readily compete with the merged entity and supply customers  which
                                       currently purchase Sigma's products manufactured at other locations.  In  this  respect,  the  option  to
                                       acquire further equipment from Steinheim, Buchs and other locations where solvents and inorganics sold in
                                       the EEA are currently  manufactured  by  Sigma  further  enhances  the  production  capabilities  of  the
                                       Divestment Business.

                                    8) On this basis the Commission considers the Final Commitments are sufficient  in  scope  and  suitable  to
                                       remove the competition concerns identified.

        1. Viability and likelihood of effectiveness of the Final Commitments in practice

                                    1) The Divestment Business as specified in the Final Commitments generated EUR […]of sales in 2014,  with  a
                                       […]% gross margin. It does not include only assets but also critical elements to make a player successful
                                       in the solvents and inorganics markets in the EEA, which are a well-known  brand,  a  wide  portfolio  of
                                       products, including high margin inorganics such as Karl Fisher titration solutions, various key customers
                                       information and the channels to the market.

                                    2) The divestiture of a wide portfolio of solvents and  inorganics  is  crucial  to  the  viability  of  the
                                       Divestment Business, in line with the findings of the market investigation and the market test, according
                                       to which it is indispensable for a player to establish itself as a competitor that it is capable to offer
                                       a broad range of products across the entire spectrum of solvents and inorganics. The product portfolio of
                                       solvents and inorganics under the Divestment Business  is  sufficiently  broad  to  ensure  viability  as
                                       divested solvents and inorganics cover a wide spectrum of laboratory and inorganics,  including  best-in-
                                       class Sigma products such as Karl Fisher titration solutions.

                                    3) The only carve-out aspect of the divestiture concerns NMR and Anhydrous solvents, which are  manufactured
                                       at different facilities than Seelze and using different production equipment which may be problematic  to
                                       transfer. Given the small size of the  sales  associated  with  these  products,  the  viability  of  the
                                       Divestment Business is unlikely to be affected.

                                    4) As explained above in relation to the scope of the Commitments, the assets contained  in  the  Divestment
                                       Business cover the entire value chain of solvents and inorganics; from the production assets through  the
                                       channel to the market to customer information. This further enhances  the  viability  of  the  Divestment
                                       Business if operated by a suitable Purchaser.

                                    5) The transfer of the Fluka brand for an unlimited use worldwide further strengthens the viability  of  the
                                       Divestment Business, by enabling the Purchaser to build a complete set of  offering  at  a  global  level
                                       based on one high quality brand. In addition, the transfer of the  Fluka  related  know-how  will  foster
                                       customer retention as customers will have to turn to the Purchaser to obtain these products.

                                    6) As regards the rebranding of the products sold under the Sigma-Aldrich brand  and  the  duration  of  the
                                       rebranding and blackout periods, these are in line with the criteria laid out in the Remedies Notice  for
                                       the design of re-branding commitments, insofar as the licensed brands and trademarks are strong,  license
                                       is exclusive in the EEA and the IP and other assets included in  the  Divestment  Business  increase  the
                                       chances of the re-branding success. Indeed, the rebranding and black-out periods in relation to the Sigma
                                       Aldrich branded products will allow a suitable Purchaser for sufficient time to establish itself  in  the
                                       market with a new brand and develop  customer  relationships.  In  addition,  the  […]  black-out  period
                                       covering both the "Sigma" and "Aldrich" brands will ensure that the re-branding efforts  in  relation  to
                                       the Sigma Aldrich brand are not undermined by a possible circumvention.

                                    7) The total duration of re-branding and black-out periods is satisfactory given the nature of the  business
                                       (business-to-business as opposed to business-to-consumer) and that purchaser will have every incentive to
                                       swiftly rebrand, with the […]  additional  extension  providing  for  further  flexibility  in  case  the
                                       circumstances justify it. In light of this additional extension, the Commission takes the view  that  co-
                                       branding is not necessary. Furthermore, as solvents and inorganics are very different products from other
                                       laboratory chemicals, and often sold under different trades names, the  final  scope  of  the  Divestment
                                       Business would not affect the success of the re-branding.

                                    8) Finally, the transitional access to Sigma's best-in-class e-commerce platform for  a  period  of  […]will
                                       enable an effective and immediate transfer of the […]%  of  online  sales  represented  in  the  Divested
                                       Business to the benefit of the Purchaser.

                                    9) The transfer of assignable distribution and logistics contracts will enable the Purchaser  to  develop  a
                                       wide distribution network, after an interim period where the Parties will have granted  access  to  their
                                       own distribution centres and warehouses. The transfer of […] further enhance the capacity of  a  suitable
                                       Purchaser to reach a fragmented customer base all over the EEA.

                                   10) On this basis, the Commission considers that the Divestment Business as set out in the Final  Commitments
                                       provides a good portfolio of products, with only minor carve-outs from the original  business  of  Sigma,
                                       and covers the full value chain. The retention  of  customers  is  safeguarded  by  the  inclusion  of  a
                                       worldwide brand and sufficient rebranding periods for the Sigma-Aldrich brand, as well as by  the  access
                                       to Sigma's e-commerce platform which will allow immediate sales.  Overall,  the  Divestment  Business  is
                                       therefore viable and can be run profitably by a suitable Purchaser. It follows the Commitments are likely
                                       to be effective in practice.

        2. Ability of the Final Commitments to be implemented in practice

                                    1) Given that the core of the manufacturing assets are located in Seelze which is  exploited  by  Sigma  and
                                       Honeywell pursuant to a set of agreements […].

                                    2) First, the Final Commitments provide for an upfront buyer so that the Transaction cannot  be  implemented
                                       until the Commission has given its approval to the Purchaser.

                                    3) The upfront buyer clause is complemented by a Purchaser requirement whereby the Purchaser, […]. Thus, the
                                       Commission will approve the Purchaser only if it has assurances that the Purchaser […].

                                    4) [Third party information].

                                    5) On this basis, the Commission considers that the upfront buyer clause and the Purchaser requirements  set
                                       out in the Commitments mitigate the implementation risk […].

        3. Attractiveness of the package for Purchasers

                                    1) The attractiveness of the Divestment Business was evidenced  by  the  number  of  potentially  interested
                                       purchasers, including in particular large competitors of the Parties in the  life  science  area  already
                                       supplying laboratory chemicals.

                                    2) On this basis, and in particular in view of a number of interested Purchasers, the  Commission  considers
                                       that the Divestment Business is attractive and likely to be acquired by a suitable Purchaser.

        4. Conclusion on Final Commitments

                                    1) For the reasons outlined above, and  in  view  of  the  results  of  the  market  test  and  the  ensuing
                                       improvements to the Commitments, the Commission considers the Final Commitments to be sufficient in scope
                                       and suitable to eliminate the serious doubts as to the compatibility of the Transaction with the internal
                                       market in relation to catalogue solvents and inorganics markets in the EEA.

   3. Conditions and obligations

                                    1) 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 a notified concentration compatible with the internal market.

                                    2) The achievement of the measure that gives rise to the structural change of the  market  is  a  condition,
                                       whereas the implementing steps which are necessary to achieve this result are  generally  obligations  on
                                       the Parties. Where a condition is not fulfilled, the Commission's decision  declaring  the  concentration
                                       compatible with the internal market no longer stands. Where the undertakings concerned commit a breach of
                                       an obligation, the Commission may revoke the clearance decision in accordance with Article  8(6)  of  the
                                       Merger Regulation. The undertakings concerned may also be subject to fines and periodic penalty  payments
                                       under Articles 14(2) and 15(1) of the Merger Regulation.

                                    3) In accordance with the distinction described above, the Decision in this case is conditioned on the  full
                                       compliance with the requirements set out in section B of the Final Commitments (conditions), whereas  the
                                       other sections of the Final Commitments constitute obligations on Merck.

                                    4) The detailed text of the Final Commitments is annexed to the present Decision. The full text of the final
                                       Commitments forms an integral part to this Decision.

   V. CONCLUSION

                                    1) For the above reasons, the Commission has decided not to oppose the notified operation as modified by the
                                       commitments and to declare it compatible with the internal market and with the  functioning  of  the  EEA
                                       Agreement, subject to full compliance with the conditions in 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 and Article 57 of the EEA Agreement.

For the Commission
(Signed)
Margrethe VESTAGER
Member of the Commission

                                                    Case No. COMP/M.7435 – MERCK/SIGMA-ALDRICH

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

                                                                   11 June 2015

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), Merck KGaA (“Merck” or  the  “Notifying  Party”)  and
Sigma-Aldrich Corporation (“Sigma”; Merck and Sigma jointly referred to  as  the  “Parties”)  hereby  provide  the  following  Commitments  (the
“Commitments”) vis-à-vis the European Commission (the “Commission”) with a view to rendering the acquisition  of  sole  control  of  Sigma  (the
“Transaction”) compatible with the common market and the functioning of the EEA Agreement.

This text shall be interpreted in light of the Commission’s decision pursuant  to  Article  6(1)(b)  of  the  Merger  Regulation  of  the  Merger
Regulation to declare the Concentration compatible with the internal market and the functioning of the EEA Agreement  (the  “Decision”),  in  the
general framework of European Union law, in particular in light of the Merger Regulation, and by reference to the Commission Notice  on  remedies
acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “Remedies Notice”).

Section A.  Definitions

1. 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 light of the Commission Consolidated  Jurisdictional  Notice  under
   Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the "Consolidated Jurisdictional Notice").

   Assets: the assets that contribute to the current operation or are necessary to ensure the viability and  competitiveness  of  the  Divestment
   Business as indicated in Section B, paragraph 2 and described more in detail in the Schedule.

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

   Closing Period: the period of [CONFIDENTIAL] months from the approval of the Purchaser and the terms of sale by the Commission.

   Confidential Information: any business secrets, know-how, commercial information, or any other information of a proprietary nature that is not
   in the public domain.

   Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity and independence in discharging  its  duties  under  the
   Commitments.

   Divestment Business: the business or businesses as defined in Section B and in the Schedule which the Parties commit to divest.

   Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by Merck or a Merck Affiliated
   Undertaking and who has/have received from Merck or a Merck Affiliated Undertaking the  exclusive  Trustee  Mandate  to  sell  the  Divestment
   Business to a Purchaser at no minimum price.

   Effective Date: the date of adoption of the Decision.

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

   Hold Separate Manager: the person appointed by Merck for the Divestment Business to manage the day-to-day business under  the  supervision  of
   the Monitoring Trustee.

   Key Personnel: all personnel necessary to maintain the viability and competitiveness of the Divestment Business, as listed  in  the  Schedule,
   including the Hold Separate Manager.

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by Merck, and who has/have  the
   duty to monitor Merck’s compliance with the conditions and obligations attached to the Decision.

   Personnel: all staff currently employed by the Divestment Business, including staff seconded to the Divestment Business as well as  additional
   personnel listed in the Schedule.

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

   Purchaser Criteria: the criteria laid down in paragraph 17 of these Commitments that the Purchaser must fulfil in order to be approved by  the
   Commission.

   Schedule: the schedule to these Commitments describing more in detail the Divestment Business.

   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

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

Section B.  The commitment to divest and the Divestment Business

      Commitment to divest

2. In order to maintain effective competition, the Parties commit to divest, or procure the divestiture of the Divestment Business 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 18  of these Commitments.  To carry out the divestiture, the Parties commit to find a purchaser and to  enter
   into a final binding sale and purchase agreement for the sale of the Divestment Business within the First Divestiture Period.  If the  Parties
   have not entered into such an agreement at the end of the First Divestiture Period,  the  Parties  shall  grant  the  Divestiture  Trustee  an
   exclusive mandate to sell the Divestment Business in accordance with the procedure described  in  paragraph  30  in  the  Trustee  Divestiture
   Period.

3. The proposed concentration shall not be implemented before the Parties or the Divestiture Trustee has entered into a final  binding  sale  and
   purchase agreement for the sale of the Divestment Business and the Commission has approved the purchaser and the terms of sale  in  accordance
   with paragraph 17.

4. The Parties shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, the Parties or the Divestiture Trustee have entered  into  a  final  binding  sale  and
           purchase agreement and the Commission approves the proposed purchaser and the terms of sale as being consistent with the  Commitments
           in accordance with the procedure described in paragraph 18;

      (b)   the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period; and

      (c)   the transfer of assets and personnel specified in paragraphs 3-27 of the Schedule  has  been  effected,  the  access  obligations  as
           specified in paragraph 33 of the Schedule have been complied with and customer information as specified  in  paragraph  32  has  been
           transferred.

5. In order to maintain the structural effect of the Commitments, the Notifying Party shall,  for  a  period  of  10  years  after  Closing,  not
   acquire, whether directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice,  footnote
   3) over the whole or part of the Divestment Business, unless, following the submission of a reasoned request from the Notifying Party  showing
   good cause and accompanied by a report from the Monitoring Trustee (as provided in paragraph  of these Commitments), the Commission finds that
   the structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary to
   render the proposed concentration compatible with the internal market.

   Structure and definition of the Divestment Business

6. The Divestment Business consists of the business detailed in the Schedule which forms an integral part of the Commitments.

7. The Divestment Business, described in more detail in the Schedule, includes all assets and staff that contribute to the current  operation  or
   are necessary to ensure the viability and competitiveness of the Divestment Business, in particular:

   (a)      all tangible and intangible assets (including rights in intellectual property);

   (b)      all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business;

   (c)      all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit  and  other  records  of  the
           Divestment Business; and

   (d)      the Personnel.

8. Strict firewall procedures will be adopted so as to ensure that any competitively sensitive  information  related  to,  or  arising  from  the
   transitional arrangements described in the Schedule will not be shared with, or passed on to, anyone,  other  than  for  the  purpose  of  the
   implementation of the Commitments.

 Section C.  Related commitments

      Preservation of viability, marketability and competitiveness

9. From the Effective Date until Closing, the Parties shall preserve or procure the preservation of the  economic  viability,  marketability  and
   competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible any risk of  loss
   of competitive potential of the Divestment Business. In particular the Parties undertake:

    (a)    not to carry out any action that might have a significant  adverse  impact  on  the  value,  management  or  competitiveness  of  the
           Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the  investment
           policy of the Divestment Business;

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

    (c)    to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
           industry practice), to encourage all Key Personnel to remain with the Divestment Business, and not to solicit or move  any  Personnel
           to the retained business or Merck. Where, nevertheless, individual members of the Key Personnel exceptionally  leave  the  Divestment
           Business, the Parties shall provide a reasoned proposal to replace the  person  or  persons  concerned  to  the  Commission  and  the
           Monitoring Trustee. The Parties must be able to demonstrate to the Commission that the replacement is well suited to  carry  out  the
           functions exercised by those individual members of the Key Personnel. The replacement shall take place under the supervision  of  the
           Monitoring Trustee, who shall report to the Commission.

      Hold-separate obligations

10. The Parties commit, from the Effective Date until Closing, to procure that the  Divestment  Business  is  kept  separate  from  the  retained
   businesses and, after closing of the notified transaction to keep the Divestment Business separate from the Notifying Party's other businesses
   and to ensure that unless explicitly permitted under these  Commitments:  (i)  management  and  staff  of  the  businesses  retained  have  no
   involvement in the Divestment Business; (ii) the Key Personnel and Personnel of the Divestment Business have no involvement in any retained or
   Merck's business and do not report to any individual outside the Divestment Business.

11. Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that  the  Divestment  Business  is  managed  as  a  distinct  and
   saleable entity separate from the retained businesses  and  Merck.  Immediately  after  the  adoption  of  the  Decision,  the  Parties,  upon
   consultation with the Commission and the Monitoring Trustee, shall appoint a Hold Separate Manager. The Hold Separate Manager,  who  shall  be
   part of the Key Personnel, 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 retained  businesses  and  Merck.  The  Hold
   Separate Manager shall closely cooperate with and report  to  the  Monitoring  Trustee  and,  if  applicable,  the  Divestiture  Trustee.  Any
   replacement of the Hold Separate Manager shall be subject to the procedure laid down in paragraph 8(c) of these  Commitments.  The  Commission
   may, after having heard the Parties, require the Parties to replace the Hold Separate Manager.  To the extent this may be required, to  ensure
   that the Divestment Business is held and managed as a separate entity the Monitoring Trustee shall exercise Parties' rights as shareholder  in
   the legal entity that constitutes the Divestment Business (except for its rights in respect of dividends that are due  before  Closing),  with
   the aim of acting in the best interest of the business, which shall be  determined  on  a  stand-alone  basis,  as  an  independent  financial
   investor, and with a view to fulfilling Parties' obligations under the Commitments.  Furthermore, the Monitoring Trustee shall have the  power
   to replace members of the supervisory board or non-executive directors of the board of directors, who have been appointed on behalf of any  of
   the Parties. Upon request of the Monitoring Trustee, any of the Parties' nominees shall resign as a member of the boards or shall  cause  such
   members of the boards to resign.

      Ring-fencing

12. The Parties shall implement, or procure to implement, all necessary measures to ensure that they do not, after  the  Effective  Date,  obtain
   any Confidential Information relating to the Divestment Business. Any such Confidential Information obtained by  Merck  before  the  Effective
   Date will be eliminated and not be used by Merck. This includes measures vis-à-vis Parties' appointees on the supervisory board  and/or  board
   of directors of the Divestment Business.  In particular, the participation of the Divestment Business in any  central  information  technology
   network shall be severed to the extent possible, without compromising the viability of the Divestment Business. The Parties may obtain or keep
   information relating to the Divestment Business which is reasonably necessary for the divestiture of the Divestment Business or the disclosure
   of which to the Parties are required by law.

      Non-solicitation clause

13. Merck undertakes, subject to customary limitations, not to solicit, and to procure that Affiliated  Undertakings  do  not  solicit,  the  Key
   Personnel transferred with the Divestment Business for a period of three (3) years after Closing.

      Due diligence

14. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, the  Parties  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 Business;

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

      Reporting

15. Merck shall submit written reports in English on potential purchasers of the Divestment Business and developments in  the  negotiations  with
   such potential purchasers to the Commission and the Monitoring Trustee no later than ten (10) days after the end of every month following  the
   Effective Date (or otherwise at the Commission’s request). Merck shall submit a list of all potential purchasers having expressed interest  in
   acquiring the Divestment Business to the Commission at each and every stage of the divestiture process, as well as a copy of  all  the  offers
   made by potential purchasers within five days of their receipt.

16. Merck shall 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 any information memorandum to the Commission and the Monitoring Trustee before sending the memorandum out
   to potential purchasers.

Section D.  The Purchaser

17. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:

    (a) The Purchaser shall be independent of and unconnected to the Notifying Party and its Affiliated Undertakings (this being assessed having
    regard to the situation following the divestiture);

    (b) The Purchaser shall have the financial resources, proven expertise and incentive to maintain and develop the Divestment  Business  as  a
    viable and active competitive force in competition with the Parties and other competitors;

    (c) [CONFIDENTIAL];

    (d) [CONFIDENTIAL]; and

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

18. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment  Business  shall
   be conditional on the Commission’s approval.  When the Parties have reached an  agreement  with  a  purchaser,  Merck  shall  submit  a  fully
   documented and reasoned proposal, including a copy of the final agreement(s), within one week to the Commission and  the  Monitoring  Trustee.
   Merck must be able to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and  that  the  Divestment  Business  is
   being sold in a manner consistent with the Commission's Decision and the Commitments. For the approval, the Commission shall verify  that  the
   purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a manner consistent with the Commitments  including
   their objective to bring about a lasting structural change in the market.  The Commission may approve the  sale  of  the  Divestment  Business
   without one or more Assets or parts of the Personnel, or by substituting one or more Assets or  parts  of  the  Personnel  with  one  or  more
   different assets or different personnel, if this does not affect the viability and competitiveness of the Divestment Business after the  sale,
   taking account of the proposed purchaser.

Section E.  Trustee

      I.    Appointment procedure

19. The Parties shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee.

20. If the Parties have not entered into a binding sale and purchase agreement regarding the Divestment Business one (1) month before the end  of
   the First Divestiture Period or if the Commission has rejected a purchaser proposed by Merck at that time or  thereafter,  the  Parties  shall
   appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the  Trustee  Divestiture
   Period.

21. The Trustee shall:

    (i) at the time of appointment, be independent of the Parties and its/their Affiliated Undertakings;
    (ii) possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment  banker
    or consultant or auditor; and
    (iii) neither have nor become exposed to a Conflict of Interest.

22. The Trustee shall be remunerated by the Notifying Party in a way that does not  impede  the  independent  and  effective  fulfilment  of  its
   mandate. In particular, where the remuneration package of a Divestiture Trustee includes a success premium linked to the final sale  value  of
   the Divestment Business, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.

            Proposal by Merck

23. No later than two (2) weeks after the Effective Date, the Parties shall submit the names of three natural or legal persons whom they  propose
   to appoint as the Monitoring Trustee to the Commission for approval.  No later than one month before the end of the First  Divestiture  Period
   or on request by the Commission, Merck shall submit a list of one or more persons whom Merck proposes to appoint as Divestiture Trustee to the
   Commission for approval. The proposal shall contain sufficient information for the Commission to verify that the person or persons proposed as
   Trustee fulfil the requirements set out in paragraph 21 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;

    (c)    an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different trustees
           are proposed for the two functions.

            Approval or rejection by the Commission

24. 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, Merck shall appoint or cause to  be
   appointed the person or persons concerned as Trustee, in accordance with the mandate approved by the Commission.  If more  than  one  name  is
   approved, Merck 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 Merck

25. If all the proposed Trustees are rejected, Merck shall submit the names of at least two more natural or legal  persons  within  one  week  of
   being informed of the rejection, in accordance with paragraphs 19 and 24 of these Commitments.

            Trustee nominated by the Commission

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

      II.   Functions of the Trustee

27. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on  its
   own initiative or at the request of the Trustee or Merck, 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

28. The Monitoring Trustee shall:

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

    ii) oversee, in close co-operation with the Hold Separate Manager, the on-going management  of  the  Divestment  Business  with  a  view  to
        ensuring its continued economic viability, marketability and competitiveness and monitor compliance by the Parties 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  Business,  and  the
             keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 9  and  10  of
             these Commitments;

            (b)   supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 9 of  these
             Commitments;

            (c)   with respect to Confidential Information:

               – determine all necessary measures to ensure  that  the  Parties  do  not  after  the  Effective  Date  obtain  any  Confidential
                 Information relating to the Divestment Business,

               – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                 the extent possible, without compromising the viability of the Divestment Business,

               – make sure that any Confidential Information relating to the Divestment Business obtained by Merck before the Effective Date  is
                 eliminated and will not be used by Merck, and

               – decide whether such information may be disclosed to or kept by Merck as the disclosure is reasonably necessary to  allow  Merck
                 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  Business  and  retained  business  or
             Affiliated Undertakings;

   iii) fulfil all functions assigned to him in paragraphs 14(b), 15, 24, 25, 33 and 34 of the Schedule;

    iv) propose to the Parties such measures as the Monitoring Trustee considers necessary to ensure the Parties’ 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 Business, the holding  separate  of  the  Divestment  Business  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 and correct information relating to  the  Divestment  Business  and  the  Personnel  in
             particular by reviewing, if available, the data room documentation, the information memorandum and the due diligence process, and

            (b)   potential purchasers are granted reasonable access to the Personnel;

    vi) act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

   vii) provide to the Commission, sending the Parties a non-confidential copy at the same time, a written report within fifteen (15) days after
        the end of every month that shall cover the operation and management of the Divestment Business as well as the splitting of  assets  and
        the allocation of Personnel so that the Commission can assess whether the business is held in a manner consistent with  the  Commitments
        and the progress of the divestiture process as well as potential purchasers;

  viii) promptly report in writing to the Commission, sending the Parties a  non-confidential  copy  at  the  same  time,  if  it  concludes  on
        reasonable grounds that one or both of the Parties is failing to comply with these Commitments;

    ix) within one week after receipt of the documented proposal referred to in paragraph 18 of these Commitments,  submit  to  the  Commission,
        sending the Parties a non-confidential copy at the same time, a reasoned opinion as to the suitability and independence of the  proposed
        purchaser and the viability of the Divestment Business after the Sale and as to whether the Divestment Business  is  sold  in  a  manner
        consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the  Divestment
        Business without one or more Assets or not all of the Personnel affects the viability of the Divestment Business after the sale,  taking
        account of the proposed purchaser;

     x) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

29. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the  Monitoring  Trustee  and  the  Divestiture  Trustee
   shall cooperate closely with each other during and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate
   each other's tasks.

            Duties and obligations of the Divestiture Trustee

30. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no  minimum  price  the  Divestment  Business  to  a  purchaser,
   provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary  agreements)  as
   in line with the Commission's Decision and the Commitments in accordance with paragraphs 17 and  18  of  these  Commitments.  The  Divestiture
   Trustee shall include in the sale and purchase agreement (as well as in any ancillary agreements) such terms and conditions  as  it  considers
   appropriate for an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture  Trustee  may  include  in  the  sale  and
   purchase agreement such customary representations and warranties  and  indemnities  as  are  reasonably  required  to  effect  the  sale.  The
   Divestiture Trustee shall protect the legitimate financial interests of the Parties, subject  to  the  Parties’  unconditional  obligation  to
   divest at no minimum price in the Trustee Divestiture Period.

31. 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 Notifying Party.

      III.  Duties and obligations of the Parties

32.  The Parties shall provide and shall cause their respective advisors to provide the  Trustee  with  all  such  co-operation,  assistance  and
   information as the Trustee may reasonably require to perform its tasks. The Trustee shall have full and complete access to any of the Parties’
   or the Divestment Business’ books, records, documents, management or other personnel, facilities, sites and  technical  information  necessary
   for fulfilling its duties under the Commitments and the Parties and the Divestment Business shall provide the Trustee upon request with copies
   of any document. The Parties and the Divestment Business 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.

33. The Parties shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on  behalf  of
   the management of the Divestment Business. This shall include all administrative support functions relating to the Divestment  Business  which
   are currently carried out at headquarters level.  The Parties 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  Parties  shall  inform  the
   Monitoring Trustee on possible purchasers, submit lists of potential purchasers at each stage of the selection process, including  the  offers
   made by potential purchasers at those stages, and keep the Monitoring Trustee informed of all developments in the divestiture process.

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

35. Merck 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 Merck 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.

36. At the expense of Merck, the Trustee may appoint advisors (in particular for corporate finance or legal advice), subject to Merck’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 Merck refuse to approve the advisors proposed by the Trustee the Commission may approve the appointment  of  such  advisors
   instead, after having heard Merck.  Only the Trustee shall be  entitled  to  issue  instructions  to  the  advisors.  Paragraph  28  of  these
   Commitments shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served Merck during
   the Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

37. The Parties agree that the Commission may share Confidential Information proprietary to the Parties with the Trustee. The Trustee  shall  not
   disclose such information and the principles contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis.

38. The Parties agree that the contact details of the Monitoring Trustee are published on the website  of  the  Commission's  Directorate-General
   for Competition and they shall inform interested third parties, in particular any potential purchasers, of the identity and the tasks  of  the
   Monitoring Trustee.

39. For a period of ten (10) years from the Effective Date the Commission may request  all  information  from  the  Parties  that  is  reasonably
   necessary to monitor the effective implementation of these Commitments.

      IV.   Replacement, discharge and reappointment of the Trustee

40. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee to  a
   Conflict of Interest:

   (a)      the Commission may, after hearing the Trustee and Merck, require Merck to replace the Trustee; or

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

41. If the Trustee is removed according to paragraph 40 of these Commitments, the Trustee may be required to continue in  its  function  until  a
   new Trustee is in place to whom the Trustee has effected a full hand over of all relevant information. The new Trustee shall be  appointed  in
   accordance with the procedure referred to in paragraphs 19-26 of these Commitments.

42. Unless removed according to paragraph 40 of these Commitments, the Trustee shall cease to act  as  Trustee  only  after  the  Commission  has
   discharged it from its duties after all the Commitments 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

43. The Commission may extend the time periods foreseen in the Commitments in response to a request from Merck or, in appropriate cases,  on  its
   own initiative. Where Merck requests an extension of a time period, it shall submit a reasoned request to the Commission  no  later  than  one
   month before the expiry of that period, showing good cause.  This request shall be accompanied by a report from the  Monitoring  Trustee,  who
   shall, at the same time send a non-confidential copy of the report to the Notifying Party.  Only in exceptional circumstances shall  Merck  be
   entitled to request an extension within the last month of any period.  Sigma agrees to be bound by any and all such extensions.

44. The Commission may further, in response to a reasoned  request  from  the  Parties  showing  good  cause  waive,  modify  or  substitute,  in
   exceptional circumstances, one or more of the undertakings in these Commitments. This request shall  be  accompanied  by  a  report  from  the
   Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the Parties. The  request  shall  not  have  the
   effect of suspending the application of the undertaking and, in particular, of  suspending  the  expiry  of  any  time  period  in  which  the
   undertaking has to be complied with.

Section G.  Entry into force

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

[Signed]

……………………………………
duly authorised for and on behalf of Merck

[Signed]

duly authorised for and on behalf of Sigma
SCHEDULE

    1. For purposes of the Commitments and this Schedule, the following terms shall have the following meaning:

        a) Solvents: (i) high performance liquid chromatography  solvents,  (ii)  regulated  solvents,  (iii)  technical  grade  solvents,  (iv)
           spectroscopy solvents, and (v) gas chromatography solvents.

        b) Inorganics: (i) volumetric/titration solutions, (ii) inorganic salts, (iii) acids, (iv) bases, (v) buffers, (vi)  auxiliaries,  (vii)
           indicators, and (viii) Karl Fischer titration solutions.

        c) For the avoidance of doubt, the above include all solvents and inorganics produced at Seelze.

    2. The Divestment Business comprises the following elements:

        a) Seelze, as described in paragraphs 3-6 below.

        b) The Fluka Business, as described in paragraphs 7-11 below.

        c) The Sigma-Aldrich Business, as described in and limited to paragraphs 12-14 below, and

        d) The contracts, rights, and other assets described in paragraphs 15-end below.

       Seelze

    3. Seelze consists of the issued and outstanding shares of Sigma-Aldrich Laborchemikalien GmbH (“SAGL”), including the assets  it  currently
       owns and controls at its Seelze production site and all related assets, sourcing and distribution contracts relating  to  the  Divestment
       Business.

    4. Enclosed in Appendix 1 is an overview of the assets and equipment owned by Sigma at Seelze. For  the  avoidance  of  doubt  these  assets
       include all assets in Seelze currently used in relation to the Divestment Business and thus will be included in the Divestment  Business.
       To the extent assets in the Divestment Business are currently packaged in returnable drums, returnable drums will be included.

    5. Seelze shall also include:

        a) the transfer of Sigma’s Seelze's inventory of Solvents and Inorganics at  the  time  of  closing  of  the  divestiture  sale  to  the
           Purchaser;

        b) the transfer of Sigma’s authorizations, licenses, files and documentation relating to the Solvents  and  Inorganics  manufactured  by
           SAGL at Seelze [CONFIDENTIAL];

        c) the transfer of existing sales and promotional material designed for  and  used  in  connection  with  the  Solvents  and  Inorganics
           manufactured in Seelze;

    6. [CONFIDENTIAL].

       Fluka Business

    7. The Fluka Business consists of Solvents and Inorganics sold by Sigma (both in catalogue format and in bulk format)  worldwide  under  the
       Fluka brand.

    8. The Parties will transfer to the Purchaser the Fluka brand and all associated trademarks and product names worldwide for  unlimited  use,
       and the Purchaser will have the perpetual and exclusive right to sell Fluka-branded products at a  worldwide  level.   In  any  countries
       where there are registered Fluka trademarks or pending applications for registration at the time of divestment, these will be assigned to
       the Purchaser.  In any countries where there are no registered trademarks at the time of divestment, Merck will cease to  use  the  Fluka
       trademark.

        a) For those products currently sold under the Fluka brand that are not included in the Divestment Business, Merck commits  to  re-brand
           these products to other Merck or Sigma brands within [CONFIDENTIAL] from closing of the sale of the Divestment Business.

    9. The Parties will transfer to the Purchaser full rights to Sigma’s patents concerning the Fluka Business.  The list  of  such  patents  is
       enclosed in Appendix 2.

   10. The Parties will transfer to the Purchaser all of  Sigma’s  know-how  that  is  used  by  Sigma  exclusively  or  primarily  to  develop,
       manufacture, sell and use Fluka Solvents and Inorganics included in the Divestment Business and any intellectual property rights in  such
       know-how (the “Exclusively or Primarily Used Know-how”).  To the extent required by the Purchaser, the Parties will  provide  a  royalty-
       free, irrevocable, non-exclusive, global license under Sigma’s intellectual property rights to use all know-how currently used  by  Sigma
       to manufacture, sell and use the Fluka Solvents and the Fluka Inorganics but which is also currently used by Sigma for the  manufacturing
       of other products (or the same products under different brands) or is otherwise not exclusively or primarily used for  the  manufacturing
       of the Fluka Solvents and Fluka Inorganics (the “Licensed Know-How”).

   11. To the extent there is any know-how of third-party manufacturers for the Fluka Solvents and Fluka Inorganics, the Parties will use  their
       best efforts to provide the Purchaser with continued access to this know-how through agreements with the applicable manufacturers.

       Sigma-Aldrich Business

   12. The Sigma-Aldrich Business consists of Solvents and Inorganics sold by Sigma (both in catalogue form and in bulk format) under the Sigma-
       Aldrich brand in the EEA.

   13. For the avoidance of doubt:

        a) products sold by Sigma under the following brands shall not  be  included  in  the  business  to  be  divested:  "Sigma,"  "Aldrich,"
           "Supelco," "SAFC," "SAFC Hitech," "Proligo," "Cerilliant," "Vetec," "BioReliance," and "Cell Marque". 

        b) NMR, Dried Anhydrous solvents, derivatization reagents and ionophores sold by Sigma shall not be  included  in  the  business  to  be
           divested, and

        c) It is intended that any reference to the Sigma-Aldrich Business, Sigma-Aldrich brand or Sigma-Aldrich in these Commitments  shall  be
           limited to Sigma-Aldrich Solvents and the Sigma-Aldrich Inorganics as defined in paragraph 1.

   14. The Purchaser will receive a royalty-free license limited to the EEA to use the Sigma-Aldrich brand and  any  associated  trademarks  and
       product names for a period of [CONFIDENTIAL] from closing of the  sale  of  the  Divestment  Business  for  the  purposes  set  forth  in
       subparagraph (a).

        a) During this [CONFIDENTIAL] period, Purchaser will be allowed to  sell  existing  inventory  of  finished  products  of  Sigma-Aldrich
           Solvents and Sigma-Aldrich Inorganics brand in the EEA.  During the same [CONFIDENTIAL] period, the  Purchaser  will  be  allowed  to
           continue producing and selling Sigma-Aldrich Solvents and Sigma-Aldrich Inorganics in the EEA, but shall not be allowed  to  produce,
           launch into the market or otherwise sell any Sigma-Aldrich branded products other than the Sigma-Aldrich Solvents  and  Sigma-Aldrich
           Inorganics.

        b) During this [CONFIDENTIAL] period the Purchaser shall re-brand the Sigma-Aldrich Solvents and Inorganics to one of its other  brands,
           and Merck shall not be allowed to sell any Solvents or Inorganics under the Sigma-Aldrich brand in the  EEA.   The  initial  one-year
           period can be extended for multiple [CONFIDENTIAL] of extensions in the aggregate, if  at  the  end  of  the  initial  [CONFIDENTIAL]
           period, notwithstanding its best efforts, the Purchaser will require additional time for the re-branding of the  products.   In  such
           case, the Purchaser will submit a reasoned request for extension to the Monitoring Trustee no later than one month before the  expiry
           of that period.  The request shall be based on objective criteria to be determined under the supervision of  the  Monitoring  Trustee
           who will in its judgment determine whether the criteria for the extension are met.  The Monitoring Trustee will specifically consider
           in making its decision as to whether to grant an extension whether Purchaser’s actions prior to the date  of  the  request  represent
           Purchaser’s best efforts to complete the re-branding of the products during the initial one-year  period  (or  during  any  extension
           period previously granted by the Monitoring Trustee).

        c) At the expiry of this initial [CONFIDENTIAL] period or, as the case may be, the extended period as specified in b) above, Merck  will
           negotiate an agreement with the Purchaser either (i) for Merck to purchase [CONFIDENTIAL]; or (ii)  for  the  Purchaser  to  re-label
           [CONFIDENTIAL].

        d) The initial [CONFIDENTIAL] period and any additional periods which may be determined in accordance to subparagraph b) above  will  be
           followed by an additional [CONFIDENTIAL] “black out” period during which neither Merck nor the Purchaser  will  be  allowed  to  sell
           solvents or inorganics under the Sigma-Aldrich brand in the EEA.  Notwithstanding anything herein to the contrary, in no  event  will
           the aggregate time periods described in the preceding subparagraphs a)-e) exceed [CONFIDENTIAL].

        e) The Parties shall not sell solvents and inorganics in the EEA under the "Sigma" or the "Aldrich" brands during the periods referenced
           in sub-paragraphs 14 a) to e).

       Ancillary Equipment

   15. At the option of the Purchaser, the Parties shall make available to the Purchaser any additional assets and equipment for use  in  Seelze
       which may be necessary to produce the volumes of Solvents and  Inorganics  included  in  the  Divestment  Business  which  are  currently
       manufactured in other sites.  The Parties and the Purchaser will jointly and in good faith make this determination under the  supervision
       of the Monitoring Trustee.

       IP and Know-How

   16. The Parties will transfer to the Purchaser the Exclusively or Primarily Used Technology.

   17. To the extent required by the Purchaser, the Parties will provide the Purchaser with the Licensed Know-How.

   18. Except for those rights that will be transferred, the Parties shall grant Purchaser a license to Sigma’s rights in the patents, other IP,
       and know-how owned by or licensed to Sigma that are used in the Divestment Business, including those related to the relevant  labels  and
       packaging, as well as product certification and documentation.

   19. The Parties shall transfer all Sigma-held marketing and technical materials and know-how (or license them when these are shared) that are
       used in the Divestment Business, including any relevant videos, cds, database with applications, documented  methodology  techniques  and
       instruments related to the Divestment Business.

   20. The Parties shall transfer, to the extent legally possible, (i) all Sigma-held and relevant REACH registration/authorization and existing
       HACCP cGMP standard  approvals/registrations/documentation (if any) for all products divested, including those that  relate  to  pipeline
       products and (ii) all shared documents for quality certificates and approval.  This documentation is product specific and will no  longer
       be used by the Parties after closing of the sale of the Divestment Business.

   21. The Parties shall transfer all Sigma-held data related to the quality management system of  the  divested  products,  including  historic
       records on non-compliance and corrective/preventive actions.

   22. The Parties shall transfer to the Purchaser full rights to the following trade names and trademarks: Aerosol, Hydranal, Perdrogen, Riedel-
       De-Haen, TraceSelect, Tiron Trolox Chromasolv, Fixanal, and Trace Select Ultra.  In any countries where  any  of  these  trade  names  or
       trademarks are registered or pending applications for registration exist  at  the  time  of  Closing,  these  will  be  assigned  to  the
       Purchaser.  In any countries where there are no registered trademarks at the time of Closing, Merck will cease to use  these  trademarks.
        For those products currently sold under these trademarks that are not included in the Divestment Business, Merck will  commit  to  cease
       using these trademarks and to re-brand these products to other Merck or Sigma brands/trademarks within [CONFIDENTIAL] from closing of the
       sale of the Divestment Business.

   23. The Parties shall transfer to Purchaser all product  descriptions  and  related  product  information  displayed  on  Sigma’s  e-commerce
       platform, to the extent that they relate solely or predominantly to the Divestment Business; provided, however, that  Sigma’s  e-commerce
       platform itself shall not be included in the business to be divested.

        R&D

   24. To the extent it concerns solely or predominantly new products or products under development within the scope of the Divestment Business,
       the Parties shall transfer all R&D and pipeline projects and related information existing at the Effective Date to the Purchaser or  will
       facilitate such transfer, under the supervision of the Monitoring Trustee. To the extent it  concerns  new  products  or  products  under
       development which do not relate solely or predominantly to the Divestment Business, the Parties will provide a royalty-free, irrevocable,
       non-exclusive, global license to these R&D and pipeline projects.

   25. To the extent any such agreements exist and concern solely or predominantly new products or products under development within  the  scope
       of the Divestment Business, the Parties will transfer to the Purchaser all  assignable  R&D  agreements  with  third  parties,  and  will
       facilitate the transfer of any such agreements which are non-assignable, under the supervision of the Monitoring Trustee.

       Personnel

   26. [CONFIDENTIAL]:

    a) [CONFIDENTIAL].

    b) [CONFIDENTIAL].

    c) [CONFIDENTIAL].

    d) [CONFIDENTIAL].

   27. [CONFIDENTIAL].

       Sourcing / supply contracts

   28. The Parties will transfer all assignable contracts and will use their best efforts to facilitate the transfer to  the  Purchaser  of  all
       other contracts entered into by Sigma for the sourcing of the products included in the Divestment Business.

       Distribution

   29. Sigma will transfer to the Purchaser all assignable distribution contracts or will use its best efforts to facilitate the transfer of the
       other distribution contracts relating to the Divestment Business – Appendix 6 contains a list of the relevant distribution contracts.

       Logistics

   30. Sigma will transfer to the Purchaser all assignable distribution contracts or will use its best efforts to facilitate the transfer of the
       other distribution contracts relating to the Divestment Business.  It will do the same  in  relation  to  the  contracts  with  logistics
       companies that it currently uses for the delivery and shipping of the products included in the Divestment Business.

       Customer supply agreements

   31. The Parties will transfer all assignable customer supply agreements and will use their best efforts to facilitate  the  transfer  of  all
       other existing agreements related to the Divestment Business.

       Customer lists

   32. The Parties will transfer the list of all customers (including for bulk and catalogue products) of the Divestment Business, regardless of
       the sales channel used, for the period from January 2012 to the date of closing of the Merck/Sigma transaction, with contact  details  as
       well as all other  available  customer  specific  information,  including  but  not  limited  to,  customer  records,  customer  reports,
       transactional data and customer accreditations.

       Access obligations

   33. For a transitional period of up to a maximum of [CONFIDENTIAL] after Closing, the Parties  commit  to  provide  the  Purchaser  with  the
       following services [CONFIDENTIAL]:

        a) a sales channel via Sigma's e-commerce site for the purpose of selling the products included in the  Divestment  Business  until  the
           Purchaser has its own platform where these sales can be re-directed or until the Purchaser has effected the re-redirection to its own
           website. For these purchases Sigma's e-commerce site will provide a disclaimer, as agreed between the Parties and the Purchaser under
           the supervision of the Monitoring Trustee, indicating that the purchased products are those of the Purchaser, and  re-direct/link  to
           the Purchaser's own sales channel once this is operational.

        b) For a transitional period until the Purchaser has adequate facilities in place (but in any case up to  a  maximum  of  [CONFIDENTIAL]
           after Closing), a distribution service through the Parties' distribution centres and warehouses for the purpose  of  distribution  of
           the products included in the Divestment Business to its customers, to be provided at a cost basis.

        c) For a transitional period until the Purchaser has adequate facilities in place (but in any case up to  a  maximum  of  [CONFIDENTIAL]
           after Closing), order entry services permitting orders from Purchasers’ customers to  be  entered,  logged  and  processed  by  Sigma
           personnel and through Sigma’s systems on behalf of the Purchaser, to be provided at a cost basis.

       Transitional Agreements

   34. At the option of the Purchaser, the Parties will enter into the following transitional agreements under the supervision of the Monitoring
       Trustee, [CONFIDENTIAL], for a term of [CONFIDENTIAL] after the Closing, extendable for [CONFIDENTIAL]:

        a) A technological support agreement to provide support and training for the implementation of the Sigma licensed know-how in Seelze.

        b) A technical assistance agreement in relation with the manufacture of Solvents and Inorganics.

        c) A support agreement to provide the support in sourcing the necessary equipment and raw materials for the production of  the  products
           under the Divestment Business, and procuring logistics  and  distribution  services  for  the  distribution  of  products  under  the
           Divestment Business.

        d) A supply agreement with the Purchaser for the supply of the Solvents and Inorganics included in the  Divestment  Business  which  are
           currently manufactured in sites other than Seelze.

        e) A support agreement to use Parties' best efforts to advise, to the extent available  within  Sigma,  the  Purchaser  in  relation  to
           building its own e-commerce platform or other sales channels.

 [CONFIDENTIAL - Annexes 1 to 6 follow]

-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 ('the Merger Regulation'). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
('TFEU') has introduced certain changes, such as the replacement of 'Community'  by  'Union'  and  'common  market'  by  'internal  market'.  The
terminology of the TFEU will be used throughout this Decision.
[2]   OJ L 1, 3.1.1994, p.3 ("the EEA Agreement").
[3]   Publication in the Official Journal of the European Union No C 139, 28.04.2015, p. 4.
[4]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
C95, 16.04.2008, p.1).
[5]   Since cell culture products can be used both as bioscience research products and as raw materials for bio-pharmaceuticals  production,  for
the sake of clarity, they are examined as a separate group of products in the present Decision.
[6]   Within bioscience for research, the Parties' activities also  overlap  in  other  areas  (i.e.  molecular  and  proteomics).  However,  the
Transaction will not lead to affected market in these areas and therefore they would not be further discussed in this Decision.
[7]   General biochemicals also include products such as substrates, buffers, antibiotics, detergents, amino acids and peptides,  nucleic  acids,
lipids and derivatives, protein separation, hormones and steroids and FLAG and other epitope tagging purification. There is  no  affected  market
in relation to these products and they will thus not be discussed further in this Decision.
[8]   See, e.g. case M.6944 – Thermo Fisher Scientific/Life Technologies; see also M.5264 – Invitrogen/Applied Biosystems.
[9]   See replies to question 37 – Phase I questionnaire to competitors.
[10]  See, e.g.,  cases  M.5264  -  Invitrogen/Applied  Biosystems;  M.5863  -  Merck/Millipore;  and  M.6944  –  Thermo  Fisher  Scientific/Life
Technologies.
[11]  See, e.g., cases M.5264 - Invitrogen/Applied Biosystems; M.5611 – Agilent/Variant; M.6126 – Thermo Fisher/Dionex Corporation.
[12]  See replies to questions 38 and 39 – Phase I questionnaire to competitors. See also replies to questions 27 and 29 – Phase I  questionnaire
to customers.
[13]  See replies to questions 44, 79 and 88.3 – Phase I questionnaire to competitors.
[14]  Sigma withdrew from the IVD market in 2004 with the exception of a few legacy products. The Transaction does not give rise to  an  affected
market regarding a hypothetical market for IVD dyes and stains.
[15]  See replies to questions 72 – Phase I questionnaire to customers.
[16]  See e.g. case M.6944 – Thermo Fisher Scientific / Life Technologies.
[17]  See case M.6944 – Thermo Fisher Scientific / Life Technologies.
[18]  See replies to question 35 – Phase I questionnaire to competitors.
[19]  See replies to question 23 – Phase I questionnaire to customers.
[20]  See, e.g.,  cases  M.5264  -  Invitrogen/Applied  Biosystems;  M.5863  -  Merck/Millipore;  and  M.6944  –  Thermo  Fisher  Scientific/Life
Technologies.
[21]  See replies to questions 38 and 39 – Phase I questionnaire to competitors, and replies to questions 27 and 29 - Phase  I  questionnaire  to
customers.
[22]  During the market investigation, several market participants also suggested that the Transaction may give rise to a  vertical  relationship
between the upstream markets for the supply of raw materials for cell culture media and  the  downstream  markets  for  the  production  of  cell
culture media for bioproduction (see, e.g. replies to questions 74 and 88.3 – Phase I questionnaire to competitors and comments submitted by  one
customer on 4.05.2015). However, as evidenced further below, the Parties have moderate market shares in the downstream markets for the supply  of
cell culture media for bioproduction. More importantly, regarding hypothetical markets for the supply of raw materials for  cell  culture  media,
the Parties supply a variety of raw materials used in different applications (including, but not limited  to,  the  production  of  cell  culture
media), and they are not able to distinguish, let alone price discriminate by, the end application  of  these  raw  materials.  The  hypothetical
vertical link between the Parties' activities in cell culture  is  therefore  unlikely  to  result  in  a  significant  impediment  to  effective
competition, and will not be discussed further.
[23]  See replies to question 61 – Phase I questionnaire to customers.
[24]  See reply of a customer to questions 61 – Phase I questionnaire to customers.
[25]  See reply of a customer to question 60 – Phase I questionnaire to customers.
[26]  See replies to question 72 – Phase I questionnaire to customers.
[27]  The Parties both provide good manufacturing practice services and contract manufacturing, as well as consulting services on validation  and
compliance.
[28]  Directive 2001/83/EC of 6 November 2001 on the Community code relating to medicinal products for human use.
[29]  The Parties' activities also overlap with regards to other biophram ingredients, such  as  amino  acids  and  other  processing  chemicals.
However, it does not lead to any affected market and, thus, these products will not be further discussed in the Decision.
[30]  See reply of a competitor to question 30 – Phase I questionnaire to competitors.
[31]  See reply of a competitor question 32 – Phase I questionnaire to competitors.
[32]  See reply of a customer to question 20 – Phase I questionnaire to customers.
[33]  See replies to question 20 – Phase I questionnaire to customers.
[34]  Guidelines of 19 March 2015 (2015/C95/02) on the formalized risk assessment for asserting the appropriate good manufacturing  practice  for
excipients of medicinal products for human use.
[35]  See replies to question 29.3.3 – Phase I questionnaire to competitors.
[36]  See replies to question 39 – Phase I questionnaire to competitors. See also replies to question 29 – Phase I questionnaire to customers.
[37]  For instance, Merck's top ten cell culture media customers represent […]%  of  its  sales  and  its  top  ten  cell  culture  reagents  and
supplements customers represent more than […]% of its sales. Sigma's customer base is broader but the top 10 customers also  cover  an  estimated
[…]% of the sales.
[38]  Directive 2011/62/EU (the "Falsified Medicines Directive")  regarding  GMP  manufacturing,  directive  2001/83/EC  regarding  the  European
Pharmacopeia.
[39]  See case M.3354 – Sanofi-Synthélabo / Aventis.
[40]  In the overall market for buffers for pharmaceutical production, the Parties' combined market shares is [10-20]% with and addition  of  [5-
10]%.
[41]  See replies to question 47 – Phase I questionnaire to customers.
[42]  Agreed minutes of the call with a competitor, 12.05.2015.
[43]  See replies to question 34 – Phase I questionnaire to customers.
[44]  See agreed minutes of calls with customers dated 18.02.2015, 06.03.2015, 25.03.2015  and  26.03.2015  and  agreed  minutes  of  calls  with
competitors dated 18.02.2015, 19.02.2015, 23.02.2015 and 23.03.2015.
[45]  See replies to questions 19-20 – Phase I questionnaire to competitors.
[46]  The Parties also indicated being active in the supply of derivitization reagents, which are compounds used to  modify  a  substrate  or  an
inorganics surface into a derivate. However, as Merck's sales in this segment are de minimis (below EUR […] in 2014), they will not be  discussed
further
[47]  See replies to questions 21-22 - Phase I questionnaire to competitors.
[48]  See replies to questions 21-24 – Phase I questionnaire to competitors.
[49]  See replies to questions 21-24 – Phase I questionnaire to competitors.
[50]  The Parties also indicated very marginal overlaps in food and water testing and bottled lab water. Given the very limited market shares  of
the Parties on these markets, they will not be discussed further.
[51]  See replies to questions 14-18 – Phase I questionnaire to competitors and replies to questions 15-18 – Phase I questionnaire to customers.
[52]  See replies to question 18 – Phase I questionnaire to customers.
[53]  See reply of a customer to question 18 – Phase 1 questionnaire to customers.
[54]  See replies to question 15 – Phase 1 questionnaire to competitors.
[55]  See replies to question 10 – Phase I questionnaire to bulk manufacturers.
[56]  See replies to question 16 – Phase 1 questionnaire to customers and replies to question 14 – Phase 1 questionnaire to competitors.
[57]  See replies to question 39 – Phase 1 questionnaire to competitors. See also replies to question 29 – Phase 1 questionnaire to customers.
[58]  See replies to question 26 – Phase 1 questionnaire to customers.
[59]  See replies to question 26 – Phase 1 questionnaire to customers.
[60]  See replies to question 38 – Phase 1 questionnaire to competitors.
[61]  See replies to question 28 – Phase 1 questionnaire to customers and replies to question 40 – Phase 1 questionnaire to competitors.
[62]  See reply of a competitor to question 30.1 – Market test of the commitments questionnaire to competitors.
[63]  Reply of a competitor to question 30.1 – Market test of the commitments questionnaire to competitors.
[64]  See regulations as to the Atmosphères Explosibles (ATEX) Explosion prevention guidelines  94/9/EG  (ATEX  95)  and  1999/62/EG  (ATEX  137)
regulating use and handling of solvents, and the European Regulation on classification, labelling  and  packaging  (GLP)  adopting  the  globally
harmonized system of chemical classification and labelling (GHS) created by the United Nations to inform users about such hazards.
[65]  Reply of a competitor to question 30.1 – Market test of the commitments questionnaire to competitors.
[66]  There is no affected market with respect to bulk sales of solvents and inorganics, where the Parties are competing with the  main  chemical
manufacturers, such as Ineos, BASF, Akzo Nobel and Dow. Therefore, these markets will not be discussed further in the Decision.
[67]  See replies to question 2 – Phase I questionnaire to competitors.
[68]  See replies to question 43 – Phase I questionnaire to competitors.
[69]  See, in particular, replies to question 39.1 – Phase I questionnaire to customers and replies to questions 51 – Phase  I  questionnaire  to
competitors.
[70]  See replies to questions 39.1 and 40 – Phase 1 questionnaire to customers.
[71]  See replies to question 41 – Phase I questionnaire to customers.
[72]  See reply of a customer to question 41 – Phase I questionnaire to customers.
[73]  See reply of a competitor to question 53 – Phase I questionnaire to competitors.
[74]  See replies to questions 40 and 43 – Phase 1 questionnaire to customers and replies to question 53 – Phase 1 questionnaire to competitors.
[75]  Agreed minutes of the call with [Company Name], 06.02.2015.
[76]  See reply of a customer to question 9 – Market test of the commitments questionnaire to customers.
[77]  See reply of a customer to questions 41-42 – Phase I questionnaire to customers.
[78]  See replies to question 52 – Phase 1 questionnaire to competitors.
[79]  Agreed minutes of the call with [Company Name], 10.02.2015.
[80]  See reply of one competitor to question 53 – Phase 1 questionnaire to competitors.
[81]  "Advanced Analytics Lab Productivity – Franchise Strategy ", Merck Millipore, October 2014, Slide 11.
[82]  "Lab solutions – Lab essentials, Globally acknowledged premium brand for Labs all around the world", Merck  Millipore,  October  23,  2012,
Slide 12.
[83]  See, in particular, for Sigma, "Inorganic reagents – Deep dive", Merck Millipore, 2013, Slide 14 and for Merck "High quality  reagents  for
every lab", Merck Millipore, March 2015, Slides 64-65.
[84]  "High quality reagents for every lab", Merck Millipore, March 2015, Slides 64-65.
[85]  See replies to question 37.1 – Phase 1 questionnaire to customers.
[86]  Agreed minutes of the call with [Company Name], 19.02.2015.
[87]  Agreed minutes of the call with [Company Name], 10.02.2015.
[88]  "Proposed Barolo acquisition, taking our life science tools to the next level", Merck, September 19 2014, slide 13.
[89]  "Advanced Analytics Lab Productivity – Franchise Strategy", Merck Millipore, October 2014, Slide 11. Sigma is also considered as [quote  of
internal assessment] ("Lab Productivity – Comprehensive Class Room Training – oct 27th 2014", Merck Millipore, Slide 12).
[90]  "High quality reagents for every lab", Merck Millipore, March 2015, Slides 64-65.
[91]  "Inorganic reagents – Deep dive", Merck Millipore, 2013, Slide 14.
[92]  See replies to question 39.1 – Phase I questionnaire to customers and replies to question 51 – Phase I questionnaire to competitors.
[93]  "Proposed Barolo acquisition, taking our life science tools to the next level", Merck, September 19 2014, Slide 40.
[94]  "Proposed Barolo acquisition, taking our life science tools to the next level", Merck, September 19 2014, Slide 13.
[95]  "Proposed Barolo acquisition, taking our  life  science  tools  to  the  next  level",  Merck,  September  19  2014,  Slide  13;  see  also
"MerckMillipore I Sigma Aldrich, PMI Proposal for support - Appendix", [author], Slide 34.
[96]  "Advanced Analytics Lab Productivity — Franchise Strategy", Merck Millipore, October 2014, Slide 11.
[97]  Agreed minutes of the call with [Company Name], 23.02.2015 ; Agreed minutes of the call with  [Company  Name]  25.03.2015  and  replies  to
question 43 – Phase I questionnaire to competitors.
[98]  "Merck Millipore I Sigma Aldrich, PMI Proposal for support - Appendix", [author], 9 October 2014, slide 4.6;  see  also  "Western  European
market – Assessment of Lab Essentials"„ Merck Millipore, 30 April 2013, slides 6 and 47.
[99]  See replies to question 30 – Phase I questionnaire to customers and replies to question 43 – Phase I questionnaire to competitors.
[100]       Agreed minutes of the call with [Company Name].18.02.2015.
[101]       See replies to question 33 – Phase 1 questionnaire to customers and replies to question 45 – Phase 1 questionnaire to competitors.
[102]       Based on the data provided by the Notifying Party for 2013, the only EEA member states where the market for catalogue solvents  would
not be affected were Hungary, Poland, Slovakia and Sweden, where the combined market share of the Parties was slightly  below  20%  (respectively
[10-20]%, [10-20]%, [10-20]% and [10-20]%) and Iceland, Lichtenstein, Luxembourg and Malta, where Merck would not be active but Sigma would  have
a significant presence, with a market share respectively of [60-70]%, [20-30]%, [30-40]% and [50-60]%.
[103]       For instance, as regards Germany, the Parties' combined market shares  could  be  above  50%  on  the  markets  concerned.  This  was
suggested in the market investigation, see e.g. Agreed minutes of the call with [competitor name] 23.02.2015; Agreed minutes  of  the  call  with
[competitor name], 09.02.2015, and it is in line with the Parties' estimates expressed in internal documents, according to  which  for  2012  the
Parties' market shares in Germany were [50-60]% for solvents ([30-40]% for Sigma and [20-30]% for Merck), Germany representing  [20-30]%  of  the
Western European market for solvents, see "Western European market – Assessment of Lab Essentials", Merck Millipore, 30 April 2013, Slides 8  and
13; see also "Merck Millipore I Sigma Aldrich, PMI Proposal for support - Appendix", [author], Slide 13. This is also line with the  findings  of
the German competition authority in 2011 in its decision B3-64/05 Merck/ VWR.
[104]       "Merck Millipore I Sigma Aldrich, PMI Proposal for support - Appendix", [author], 9  October  2014,  slide  4.6;  see  also  "Western
European market – Assessment of Lab Essentials"„ Merck Millipore, 30 April 2013, slides 6 and 47.
[105]       See replies to question 33 – Phase 1 questionnaire to customers and replies to question 45 –Phase 1 questionnaire to competitors.
[106]       See reply of a competitor to question 69 – Phase I questionnaire to competitors.
[107]       See replies to question 33 – Phase I questionnaire to customers and replies to question 45 – Phase I questionnaire to competitors.
[108]       Based on the data provided by the Notifying Party, the only EEA member states where the market for catalogue inorganics would not  be
affected were Slovakia, where the combined market share of the Parties was slightly below 20% ([10-20]%) and  Iceland,  Malta  and  Lichtenstein,
where Merck would not be active and Sigma would have a respective market share of [30-40]%, [20-30]% and [10-15]%.
 [109]       For instance, as regards Germany, the Parties' combined market shares could be above [50-60]% on the markets concerned. According to
  an internal document, the Parties' market shares in Germany were [50-60]% for inorganics ([20-30]% for Sigma and [20-30]% for Merck) in 2012,
 Germany representing [20-30]% of the Western European market for inorganics, see "Western European market – Assessment of Lab Essentials", Merck
 Millipore, 30 April 2013, Slides 8 and 13; see also "Merck Millipore I Sigma Aldrich, PMI Proposal for support - Appendix", [author], Slide 13.
               This is also line with the findings of the German competition authority in 2011 in its decision B3-64/05 Merck/ VWR.
[110]       Reply of one competitor to question 4 – Market test of the commitments questionnaire to competitors.
[111]       See reply of one customer to question 41 – Phase I questionnaire to customers.
[112]       See replies to questions 61-63 – Phase I questionnaire to competitors.
[113]       See reply of one competitor to question 63 – Phase I questionnaire to competitors.
[114]       See reply of one competitor to question 61 – Phase I questionnaire to competitors.
[115]       See reply of a competitor to question 61.1 – Phase I questionnaire to competitors.
[116]       See replies to question 8.2 – Phase I questionnaire to bulk manufacturers.
[117]       See replies to question 9 – Phase I questionnaire to bulk manufacturers.
[118]       See replies to question 9 – Phase I questionnaire to bulk manufacturers.
[119]       See replies to question 10.1 – Phase I questionnaire to bulk manufacturers.
[120]       See reply of a bulk manufacturer to question 9 – Phase I questionnaire to manufacturers.
[121]       See replies to question 18 – Phase I questionnaire to manufacturers.
[122]       See reply of a competitor to question 63 – Phase I questionnaire to competitors.
[123]       See reply of a competitor to question 63 – Phase I questionnaire to competitors.
[124]       Based on value market shares calculated on 2013 sales, aside from catalogue organics, the  market  segments  concerned  are  building
blocks, catalysts, reagents, and within other chemicals, UV Vis Standards (reference materials), TLC plates  (analytical  chromatography),  Ready
to Use Liquid Media, Ready to Use Solid Media and Raw Materials/Supplements (industrial microbiology).
[125]       This is also confirmed at national level, where Merck's market share in organics was [5-10]%  or  below  in  all  EEA  member  states
except Denmark ([5-10]%), Germany ([5-10]%) and Slovenia ([10-20]%), based on the data provided by the Notifying Party  for  2013.  According  to
the Parties' own internal documents, Merck's market share in organics was limited in all the main Western European countries, up to a maximum  of
[10-20]% in France and Germany in 2012 (see "Western European market – Assessment of Lab Essentials", Merck Millipore, 30 April 2013, Slides  13,
61, 65, 69, 73, 77 and 81).
[126]       The absence of significant overlap is confirmed at  national  level,  where  the  market  share  increment  in  reference  materials,
analytical chromatography and industrial microbiology is always [5-10]% or below in all EEA member states, based on  the  data  provided  by  the
Notifying Party for 2013. According to the Parties' own internal documents, Sigma's market share in chromatography was limited in  all  the  main
Western European countries, up to a maximum of [10-20]% in Italy in 2012 (see "Western European market – Assessment  of  Lab  Essentials",  Merck
Millipore, 30 April 2013, Slides 13, 61, 65, 69, 73, 77 and 81).
[127]       See "Western European market – Assessment of Lab Essentials", Merck Millipore, 30 April 2013, Slide 58.
[128]       See replies to question 30 – Phase I questionnaire to customers.
[129]       See replies to question 43 – Phase I questionnaire to competitors.
[130]       See replies to question 32 – Phase I questionnaire to customers. There were scattered reports, with one  customer  reporting  Merck's
strength in TLC plates, an affected market on which Sigma has a
      market share below [0-5]%. One distributor also generically indicated reference standards as an area of strength.
[131]       See replies to question 44 – Phase I questionnaire to competitors.
[132]       In the case of HPLC Columns, the Parties have a combined market share of [5-10]%.
[133]       Replies to question 28 – Phase I questionnaire to competitors.
[134]       Merck also has a distribution business with total worldwide sales in 2013 of EUR […], but […]de minimis activities in the EEA, […].
[135]       See cases M.4242 – Thermo Electron/Fisher Scientific and M.6944 – Thermo Fisher Scientific/Life Technologies.
[136]       See e.g. cases M.7249 – CVC / ParexGroup and M.2244 – Royal Vopak / Ellis & Everard.
[137]       See cases M.4242 – Thermo Electron/Fisher Scientific and M.6944 – Thermo Fisher Scientific/Life Technologies.
[138]       Replies to question 6 – Phase 1 questionnaire to competitors.
[139]       Cell culture: lipid-based reagents and supplements for bio-production customers ([30-40]%).

Laboratory chemicals: catalogue solvents in the EEA ([30-40]%) and catalogue inorganics in the EEA ([30-40]%),  as  well  as  a  number  of  sub-
segments and national markets.
[140]       Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC)  No  802/2004
(OJ C 267, 22.10.2008, p. 1-27.
[141]       Remedies Notice, paragraphs 9 and 61.
[142]       Remedies Notice, paragraph 12.
[143]       Remedies Notice, paragraph 10.
[144]       As well as some activities outside of the EEA relating to the Fluka brand (see below).
[145]       […]
[146]       See replies to question 2 – Questionnaire R1 Market test of the Commitments Competitors, and replies to question  1  –  Questionnaire
R2 Market test of the Commitments Customers.
[147]       See replies to questions 7 and 8 – Market test of the commitments questionnaire to competitors, and replies to questions 11 and 14  –
Market test of the commitments questionnaire to customers.
[148]       See replies to questions 24, 27 and 32.2 – Market test of the commitments questionnaire to competitors, and replies to  questions  24
and 29.2 – Market test of the commitments questionnaire to customers.
[149]       See replies to question 16 – Market test of the commitments questionnaire to competitors, and replies to question 27  –  Market  test
of the commitments questionnaire to customers.
[150]       See replies to question 29 – Market test of the commitments questionnaire to competitors, and replies to question 31  –  Market  test
of the commitments questionnaire to customers.

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 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

                                                                  PUBLIC VERSION