NUTRICIA DECIDED TO REVIEW THE ARRANGEMENTS UNDER WHICH ITS SUBSIDIARIES ' PRODUCTS WERE MARKETED IN ORDER TO IMPROVE THEIR PROFITABILITY , PARTICULARLY IN VIEW OF THE FINANCIAL DIFFICULTIES EXPERIENCED BY LUYCKS . FROM 1977 TO 1978 LUYCKS AND REMIA KEPT THEIR LEGAL STATUS AND PRODUCTION UNCHANGED BUT THE MANAGEMENT OF THE SALES DIVISIONS OF BOTH SUBSIDIARIES WAS MODIFIED AS PART OF A RATIONALIZATION SCHEME .
4 IN 1979 NUTRICIA UNDERTOOK A RESTRUCTURING OF ITS PRODUCTION FACILITIES , CONCENTRATING SAUCE PRODUCTION AT REMIA WHILE LEAVING THE PRODUCTION OF PICKLES AND CONDIMENTS WITH LUYCKS . THE RE-ORGANIZATION WAS UNDERTAKEN PARTLY IN THE HOPE OF MAKING IT EASIER TO FIND BUYERS FOR REMIA AND LUYCKS .
5 BY AN AGREEMENT OF 31 AUGUST 1979 NUTRICIA TRANSFERRED REMIA , THUS RESTRUCTURED , BACK TO MR DE ROOIJ , ITS FORMER PROPRIETOR , AND THE UNDERTAKING WAS LATER RE-NAMED NEW REMIA . THAT AGREEMENT IS REFERRED TO AS ' THE SAUCE AGREEMENT ' . BY A SECOND AGREEMENT DATED 6 JUNE 1980 NUTRICIA TRANSFERRED ITS LUYCKS SUBSIDIARY , AS RESTRUCTURED , TO THE UNDERTAKING ZUID-HOLLANDSE CONSERVENFABRIEK ( HEREINAFTER REFERRED TO AS ' ZUID ' ), AND LUYCKS WAS RE-NAMED LUYCKS-ZUID AND THEN SLUYCK . ZUID IS A SUBSIDIARY OF THE AMERICAN COMPANY CAMPBELL . THE AGREEMENT OF 6 JUNE 1980 IS REFERRED TO AS ' THE PICKLES AGREEMENT ' .
6 BOTH TRANSFER AGREEMENTS CONTAINED NON-COMPETITION CLAUSES INTENDED TO PROTECT THE PURCHASERS FROM COMPETITION FROM THE VENDOR ON THE SAME MARKET IMMEDIATELY AFTER THE TRANSFERS .
7 BY CLAUSE 5 OF THE SAUCE AGREEMENT NUTRICIA UNDERTOOK FOR A PERIOD OF 10 YEARS NOT TO ENGAGE DIRECTLY OR INDIRECTLY IN THE PRODUCTION OR SALE OF SAUCES ON THE NETHERLANDS MARKET AND TO GUARANTEE LUYCKS ' S COMPLIANCE WITH THAT UNDERTAKING . AS A TRANSITIONAL ARRANGEMENT , LUYCKS WAS GIVEN THE RIGHT TO MANUFACTURE AND SELL SAUCES FOR EXPORT AND EVEN , TO A VERY LIMITED EXTENT , ON THE NETHERLANDS MARKET , BUT ONLY UNTIL 1 JULY 1980 .
8 CLAUSE V ( 1 ) ( F ) IN THE PICKLES AGREEMENT CONCLUDED BETWEEN NUTRICIA AND ZUID EXTENDED TO LUYCKS-ZUID THE RESTRICTION CONTAINED IN CLAUSE 5 OF THE SAUCE AGREEMENT . FURTHERMORE , UNDER CLAUSE IX , NUTRICIA UNDERTOOK FOR A PERIOD OF FIVE YEARS NOT TO ENGAGE ' DIRECTLY OR INDIRECTLY . . . IN ANY PRODUCTION OR SALE OF PICKLES OR CONDIMENTS IN EUROPEAN COUNTRIES . '
9 THE CAMPBELL COMPANY LET IT BE KNOWN TO THE APPLICANTS THAT IT REGARDED THE NON-COMPETITION CLAUSE IMPOSED ON LUYCKS AS CONTRARY TO ARTICLE 85 OF THE EEC TREATY , AND THIS PROMPTED THEM TO NOTIFY THE TWO TRANSFER AGREEMENTS TO THE COMMISSION IN JUNE AND JULY 1981 AND TO REQUEST , NOT NEGATIVE CLEARANCE , BUT AN EXEMPTION UNDER ARTICLE 85 ( 3 ) OF THE EEC TREATY .
10 BY A DECISION DATED 12 DECEMBER 1983 , THE COMMISSION , TAKING THE VIEW THAT THE DURATION AND SCOPE OF THE NON-COMPETITION CLAUSES MENTIONED ABOVE WERE