On 11 September 2025, the European Commission launched a public consultation on its proposed changes to the Technology Transfer Block Exemption Regulation (“TTBER”) and the accompanying Guidelines. The revisions seek to clarify and update the EU’s competition law framework for technology licensing, with a view to enhancing legal certainty, reflecting recent market and legal developments, and supporting innovation.

BACKGROUND AND SCOPE

Technology transfer agreements—covering the licensing of patents, design rights, software copyrights, and other technology rights—play a critical role in the diffusion of technology and the promotion of research and development. While such agreements are often pro-competitive, certain restrictions may have negative effects on competition. The TTBER provides a safe harbor from the prohibition of anti-competitive agreements under Article 101(1) TFEU for technology transfer agreements that meet specified conditions, thereby offering legal certainty to companies. The Guidelines supplement the TTBER by providing interpretative guidance, including for agreements falling outside the TTBER.

The current TTBER and Guidelines have been in force since 2014. Following an evaluation completed in November 2024, the Commission identified the need for targeted improvements to reflect market developments and to address legal certainty and the evolving case law, including recent judgments of the Court of Justice of the European Union.

KEY PROPOSED CHANGES

The draft revised TTBER and Guidelines introduce several notable changes:

• Market Share-based Safe Harbour: The application of the block exemption is conditional on the parties to the agreement having market shares below certain thresholds. However, it was often unclear how those should be calculated or applied in practice (for example, if a licensed technology had yet to generate sales). The draft attempts to clarify that. The grace period during which the block exemption continues to apply if the parties’ shares rise above the relevant thresholds during the life of the agreement has also been extended from two to three years.

• Data Licensing: This is a topic that was not specifically covered previously. The draft Guidelines address the licensing of data, reflecting its growing importance in the digital economy. The Commission clarifies that the TTBER and Guidelines can apply to data licensing where the licensed data qualify as one of the existing technology rights defined in the TTBER, such as protected know-how. The Commission will also apply the same principles where the data form part of a database protected by copyright or sui generis rights under the Database Directive, provided the agreement is bilateral and for production purposes. A case-by-case assessment is required for other types of data licensing.

• Technology Pools: The draft Guidelines modify the conditions for the “soft safe harbour” applicable to technology pools—arrangements where multiple technology owners license their rights as a package. The changes reflect third-party concerns with the current TTBER and aim to improve transparency regarding disclosure of the rights included in the pool and their essentiality, particularly in the context of standard-essential patents. In addition, the pool must ensure that licensees do not pay royalties more than once for the same technology (so-called double-dipping).

• Licensing Negotiation Groups (LNGs): New guidance is provided on the competitive assessment of LNGs; i.e., arrangements whereby potential licensees (technology implementers) agree to negotiate license terms jointly. These give rise to some obvious concerns about anticompetitive exchanges of information and other forms of collusion given they may often involve competitors working together. The Guidelines address those by distinguishing genuine pro-competitive LNGs from anti-competitive buyer cartels and introduce a soft safe harbour for LNGs meeting certain criteria. Those include participation being open to all interested rights owners, sufficient safeguards being in place to ensure only essential (complementary) technologies are pooled, and the technologies being licensed into the pool on a non-exclusive basis and then licensed out on fair, reasonable and non-discriminatory terms.

The Guidelines also include helpful new guidance on settlement agreements that incorporates the most recent caselaw in Servier, Lundbeck and Generics (UK) as those relate to “pay-for-delay” agreements, cross-licensing and no-challenge clauses.

PROCESS AND NEXT STEPS

The consultation is part of the Commission’s impact assessment. It follows a call for evidence, as well as the publication of an expert report on data licensing. Interested parties are invited to submit comments on the draft revised TTBER and Guidelines by 23 October 2025. The Commission will consider the feedback in finalizing the revised rules, which are expected to be adopted before the current TTBER expires on 30 April 2026. 

CONCLUSION

The proposed revisions to the TTBER and Guidelines are intended to ensure that the EU’s competition law framework for IP licensing remains clear, effective, and responsive to market developments. Companies engaged in technology licensing should review the draft rules, assess their impact on agreements and operations, and submit comments to help shape the final regulations.

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.