IV.

COMMITMENTS OFFERED BY THE PARTIES
(35)

In order to address the aforementioned competition concerns in the steerable guidewires, the endovascular and the cardiac surgery markets, the Parties submitted the undertakings described below:
1. in the steerable guidewires business, the parties propose to divest the assets associated predominantly with the supply, marketing and sale of J & J steerable guidewires business in the EEA. In essence, the divestiture would consist of the transfer of the inventory and the customer list, the assignment of rights for use of trademarks, the licence of IP rights, the transfer of specifications relating to the design of J & J guidewires. The divestment has a field of use limited to Europe and does not include manufacturing, assembly, sterilisation (these operations are currently outsourced by J & J to a third party), distribution and warehousing;
2. in the endovascular area, the parties have proposed to divest the entire operations (products, logistics, inventory, customer list, sales force, brand names, and intellectual property) of Guidant’s endovascular solutions business in the EEA. The divestment does not include manufacturing, finance, administration, R & D, regulatory, quality and clinical research teams, which are based in the USA and operate on a worldwide basis. The parties offer to the purchaser an interim OEM supply agreement followed by either the continuation of such agreement or the full assistance to replicate the USA production facility in Europe. The divestment also includes embolic protection devices and endovascular accessories on top of the endovascular stents on which the Commission’s analysis was focused;
3. for the cardiac surgery area, the parties have proposed to divest alternatively either:
  1. J & J’s endoscopic vessel harvesting products (EVH) and endoscopic radial artery harvesting (ERA kits); or
  2. GDT worldwide assets and personnel of cardiac surgery business division; or
  3. Guidant’s endoscopic vessel harvesting products, namely procedural kits for EVH (EVH kits).