ADVERSE FINANCIAL POSITION AT THE TIME WHEN IT WAS TAKEN OVER AND THE RELATIVE STRENGTHS OF REMIA ON THE ONE HAND AND NUTRICIA AND THE CAMPBELL SUBSIDIARY ZUID ON THE OTHER ; SECONDLY , THE FACT THAT THE LUYCKS TRADEMARK WAS NOT ASSIGNED ABSOLUTELY AT THE TIME OF THE TAKEOVER BUT ONLY FOR A PERIOD OF TWO YEARS , DURING WHICH TIME LUYCKS CONTINUED ITS ACTIVITIES IN THE SAME SECTOR , USING THE SAME TRADEMARK FOR OTHER PRODUCTS ; LASTLY , THE FACT THAT THE LUYCKS SALES FORCE , WHICH HAD EXTENSIVE KNOWLEDGE OF THE MARKET FOR SAUCES , WAS NOT TAKEN OVER BY REMIA AT THE TIME OF THE TRANSFER BUT INSTEAD REMAINED WITH LUYCKS AND WAS THEN ABSORBED BY THE CAMPBELL GROUP , WHICH THEREBY BECAME A POTENTIALLY DANGEROUS COMPETITOR FOR REMIA . FROM THAT THE APPLICANTS DRAW THE CONCLUSION THAT THE 10 YEAR PERIOD FOR WHICH THE NON-COMPETITION CLAUSE WAS TO RUN WAS NOT EXCESSIVE IN THEIR CASE BECAUSE IT COMPRISED TWO YEARS IN WHICH THE TRANSITION WAS TO BE COMPLETED AND RECOGNITION UNDER A NEW TRADEMARK GAINED , FOLLOWED BY EIGHT YEARS IN WHICH TO WIN CUSTOMER LOYALTY AND TO AVOID A NEW PENETRATION OF THE MARKET BY THE VENDOR .
29 AGAINST THAT THE COMMISSION AND SLUYCK BV , THE INTERVENER , TAKE THE VIEW THAT A PERIOD OF FOUR YEARS CONSISTING OF TWO YEARS IN WHICH TO INTRODUCE A NEW TRADE-MARK AND TWO YEARS TO WIN CUSTOMER LOYALTY FOR IT WAS IN ANY EVENT AMPLY SUFFICIENT IN THE CASE IN POINT . MOREOVER , THE PARTIES THEMSELVES INITIALLY AGREED ON THAT PERIOD .
30 THE COMMISSION STATES THAT IT TOOK INTO CONSIDERATION ALL THE ABOVE-MENTIONED CRITERIA IN ITS DECISION AND CAREFULLY EXAMINED ALL THE SPECIFIC CIRCUMSTANCES OF THE CASE BEFORE COMING TO THE CONCLUSION THAT THE 10 YEAR TERM OF THE PROHIBITION ON COMPETITION FINALLY AGREED UPON BETWEEN THE PARTIES WAS CLEARLY EXCESSIVE AND THAT ONLY A DURATION OF FOUR YEARS WAS OBJECTIVELY JUSTIFIED .
31 IT POINTS OUT IN ADDITION THAT NO SPECIAL LEGAL SIGNIFICANCE SHOULD BE ATTACHED TO THE FINANCIAL SITUATION OF THE PARTIES TO THE TRANSFER BECAUSE AN AGREEMENT WHICH RESTRICTS COMPETITION CANNOT ESCAPE THE PROHIBITION IN ARTICLE 85 ( 1 ) MERELY BECAUSE IT ENABLES AN UNDERTAKING TO SURVIVE . ACCORDING TO THE COMMISSION THAT FACT SHOULD BE REFLECTED SOLELY BY AN ADJUSTMENT TO THE PURCHASE PRICE AND NOT BY AN EXTENSION OF THE NON-COMPETITION CLAUSE .
32 THE COMMISSION GOES ON TO ADD THAT IN VIEW OF THE FACT THAT REMIA NEEDED ONLY TO BE GIVEN THE OPPORTUNITY TO CONSOLIDATE ALREADY EXISTING BUSINESS RELATIONS WITH CUSTOMERS ON A MARKET FROM WHICH LUYCKS AND CAMPBELL WERE EXCLUDED BY A FOUR-YEAR PROHIBITION ON SALES OF LUYCKS SAUCES , A NON-COMPETITION CLAUSE LIMITED TO FOUR YEARS WAS AMPLY SUFFICIENT TO ENABLE REMIA TO ESTABLISH ITSELF EFFECTIVELY ON THE MARKET PROVIDED ONLY THAT IT ADOPTED AN ACTIVELY COMPETITIVE STANCE , WHICH IT DID NOT DO .
33 FINALLY , THE COMMISSION ARGUES THAT