ITSELF AND TECHNICAL PROGRESS REQUIRE THAT THE AGREEMENTS BE REVIEWED WITHIN A REASONABLE TIME . IT APPEARS APPROPRIATE THEREFORE TO GRANT THE EXEMPTION FOR A PERIOD OF EIGHT YEARS ,
HAS ADOPTED THIS DECISION :
ARTICLE 1
PURSUANT TO ARTICLE 85 ( 3 ) OF THE TREATY ESTABLISHING THE EUROPEAN ECONOMIC COMMUNITY , ARTICLE 85 ( 1 ) THEREOF IS DECLARED INAPPLICABLE TO THE AGREEMENTS RELATING TO THE MANUFACTURE AND DISTRIBUTION OF RAW PENICILLIN AND 6-AMINOPENICILLANIC ACID , MADE ON 7 MAY 1969 AND AMENDED ON 14 MARCH 1973 AND 5 JUNE 1975 , BETWEEN BAYER AG , LEVERKUSEN , AND GIST-BROCADES NV , DELFT .
ARTICLE 2
THE FOLLOWING OBLIGATIONS ARE ATTACHED TO THIS DECISION :
1 . EACH OF THE TWO UNDERTAKINGS CONCERNED SHALL FORTHWITH INFORM THE COMMISSION OF ANY CHANGE OR ADDITION TO THE AGREEMENTS SPECIFIED IN ARTICLE 1 , EVEN WHERE SUCH CHANGES OR ADDITIONS ARE THE RESULT OF ARBITRATION PROCEEDINGS .
2 . WITH REGARD TO RAW PENICILLIN AND 6-APA , THE TWO UNDERTAKINGS SHALL EACH YEAR , BY 30 JUNE AT THE LATEST , INFORM THE COMMISSION OF :
( A ) ALL LICENSES ISSUED TO EACH OTHER PURSUANT TO THE AGREEMENTS , AND OF THE TERMS OF SUCH LICENSES ;
( B ) ALL INVESTMENTS , EXISTING CAPACITIES AND ACTUAL PRODUCTION FIGURES ;
( C ) THE QUANTITIES PROCESSED BY THEMSELVES , THOSE SUPPLIED TO EACH OTHER AND THE QUANTITIES SOLD TO ANY OTHER UNDERTAKING ;
( D ) THE YEARLY AVERAGE PRICES CHARGED ON SUPPLIES TO EACH OTHER AND TO OTHER UNDERTAKINGS ;
( E ) THE WHOLESALE PRICES CHARGED TO PHARMACIES ON SALES OF SEMISYNTHETIC PENICILLIN SPECIALITIES , INCLUDING LIST PRICES AND ANY REBATES .
3 . EACH OF THE TWO UNDERTAKINGS CONCERNED SHALL FORTHWITH INFORM THE COMMISSION OF ANY OF THE FOLLOWING FORMS OF LINK BETWEEN ITSELF AND THE OTHER UNDERTAKING OR BETWEEN ITSELF AND ANY OTHER UNDERTAKING :
( A ) ACQUISITION OF A HOLDING OF 25 % OR MORE IN THE CAPITAL OF AN UNDERTAKING ;
( B ) COMMON DIRECTORS OR MANAGERS ,
( C ) FORMATION OR ACQUISITION OF JOINT SUBSIDIARIES .
THIS OBLIGATION APPLIES TO ALL UNDERTAKINGS WHICH DIRECTLY OR INDIRECTLY MANUFACTURE , PROCESS OR SELL PENICILLIN OR CEPHALOSPORINS .
ARTICLE 3
ARTICLE 1 OF THIS DECISION SHALL TAKE EFFECT FROM 5 JUNE 1975 AND SHALL REMAIN IN FORCE UNTIL 31 DECEMBER 1983 .
THIS DECISION IS ADDRESSED TO BAYER AG , BAYERWERK , D 509 LEVERKUSEN , GERMANY , AND TO GIST-BROCADES NV , WATERINGSEWEG , DELFT , NETHERLANDS .
DONE AT BRUSSELS , 15 DECEMBER 1975 .
FOR THE COMMISSION
A . BORSCHETTE
MEMBER OF THE COMMISSION