The new Technology Transfer Block Exemption Regulation has arrived!

On 16 April 2026, following a process lasting several years (we reported on this: TTBER to expire in 2026 – changes in sight? New phase in the TTBER Revision: What the European Commission's evaluation reveals and Draft TTBER and TT Guidelines: Key Changes and Clarifications), the time has come: the European Commission published the new Regulation on the application of Article 101(3) of the Treaty on the Functioning of the European Union to categories of technology transfer agreements (TTBER). It also published the revised version of the accompanying guidelines (TT Guidelines).

The new TTBER will enter into force on 1 May 2026 and replace the previous version.

What are the TTBER and TT Guidelines about?

The TTBER is a block exemption issued by the European Commission, which under certain defined conditions exempts categories of technology transfer agreements restricting competition from the prohibition of agreements restricting competition under Article 101(1) TFEU.

There are various reasons for this. Technology transfer agreements often promote the dissemination of technology, strengthen incentives for research and development, and thus regularly promote competition. Furthermore, they prevent duplication of research and development. The TTBER allows far-reaching restrictions of competition since the benefits of technology transfer and the promotion of competition often outweigh the restriction of competition. However, very serious restrictions of competition do not benefit from the exemption and make the TTBER inapplicable. 

A technology transfer agreement is typically a licence agreement (e.g., patent, know-how and software license agreements) in which the licence is granted to enable the licensee to use the licensed rights or know-how for the production of goods or services. In addition to patents, know-how or other technology rights (e.g. utility models, design rights, plant breeder’s certificates, software copyrights, etc.) may also be the subject of a technology transfer agreement. A typical restriction with a potentially anti-competitive effect in this example would be a restriction on the territory in which the licensee is permitted to sell the patented products. 

The provisions of the TTBER are highly abstract in nature in order to cover the wide variety of forms that technology transfer agreements may take. To assist legal practitioners, the European Commission has issued the TT Guidelines, which accompany the TTBER and contain further explanations on the application of the TTBER. These guidelines have become an indispensable tool for legal practitioners. 

What are the most important changes?

Below, we outline the most important changes.

The inclusion of the topic ‘LNG’ in the TT Guidelines

The European Commission has responded to the requests expressed in the evaluation to address the topic of “LNG”, if not in the TTBER itself, then at least in the TT Guidelines.

The abbreviation “LNG” stands for “Licensing Negotiation Group”.

Licensing negotiation groups are potential licensees who jointly negotiate licence terms with the licensor. Opponents of LNG consider them to be buyer cartels and emphasise the danger posed by the combined buyer power of the licensees. Critics and licensors fear having to grant the technology sub-market value and thus losing incentives for innovation. Supporters and licensees see the opportunity to facilitate access to key technologies through joint negotiating. In doing so, they particularly emphasise the reduction in the total number of negotiations required, which lead to reduced licensing transaction costs. Additionally, they stress the more informed and balanced nature of the negotiations resulting from the pooling of expertise on the part of the potential licensees.

As is so often the case, especially in EU competition law, the truth likely lies somewhere in the middle. This is why the European Commission saw a need for action. In the summer of 2025, it issued an informal guidance letter relating to the creation of an LNG in the automotive sector. Now, it provides general guidance in the TT Guidelines.

Although the European Commission in the end decided against defining a ‘soft safe harbour’ for LNG, it does provide specific guidance in the TT-Guidelines on how LNG are to be distinguished from prohibited buyer cartels and when they may be compatible with Article 101 TFEU (depending on the individual case). In particular, it is emphasised that LNG should act transparently towards technology owners, disclose their status as an LNG and limit their activities to the joint negotiation of the terms of technology licences. The European Commission also recommends defining the form, scope and functioning of their cooperation in a written agreement to facilitate an ex post-review. Furthermore, members should ensure that the activities of the LNG do not develop into a coordination on downstream markets and that the exchange of sensitive information is limited to what is objectively necessary.

What is the European Commission doing about data licences?

Data licences are becoming increasingly important in the economy and in practice. Neither the 2014 TTBER nor the old TTBER guidelines contained provisions or guidance on data licences. Consequently, during the evaluation process, there was a call for the European Commission to provide clarification on this matter. It has partially responded to this call and taken up the findings from the consultation and an expert opinion.

First things first: the new TTBER contains no provisions on data licences. In this respect, the status quo remains unchanged. However, the European Commission points out that some data licences may be covered by the TTBER, provided the data is covered by what the TTBER refers to as a ‘technology right’. For example, this could be a know-how licence.

Furthermore, the European Commission has taken on board the findings from the consultation and the expert opinion it sought, and addresses the topic in the new TT Guidelines, specifically in a new subsection within the chapter on technology rights.

It states that it will ‘generally’ apply the principles developed in the TTBER and the TT Guidelines to the licensing of data, provided that this data is contained in a database protected either by copyright or by the sui generis right established in the Database Directive. As regards the necessary exchange of information in the context of data licensing, the European Commission generally sees no competition concerns if the exchange is objectively necessary and proportionate; otherwise, it intends to assess the exchange of information on the basis of the principles set out in Chapter 6 of the Horizontal Guidelines. Furthermore, the European Commission assumes that the agreements on data-sharing mandated by Chapter II of the Data Act are generally compatible with Article 101 TFEU.

Amendment of the notes on technology pools in the TT Guidelines

Neither the old nor the new version of the TTBER contain provisions on technology pools. In technology pools, multiple technology right holders license their IP rights jointly. The reason for their exclusion from TTBER is that they are not based on agreements concluded between only two companies (i.e., bilateral agreements) whereas the TTBER only applies to bilateral agreements. The European Commission continues to reject the inclusion of multilateral agreements in the TTBER. It is responding to the call from the business community for more ‘guidance’ and is adapting the so-called ‘soft safe harbour’ defined in the TT Guidelines to the findings of the consultation.

‘Safe harbour’ here means that, generally, companies do not expose themselves to competition-law risks through their conduct, provided they comply with the requirements of the ‘safe harbour’, in this case with the design of their technology pool. "Soft" means in this context that there are no quantitative requirements that matter (typically market shares), but only qualitative ones.

The changes to the “soft safe harbour” concern some new additional conditions that must be met alongside the old ones. Firstly, transparency must henceforth be ensured through the effective disclosure of the technology rights contained in the pool to existing and potential licensees. In addition, sufficient measures must be taken to ensure that only essential (and thus complementary) technologies are brought together; furthermore, the methodology for assessing essentiality must be effectively disclosed to potential and existing licensees. Furthermore, sufficient measures must be taken to limit the exchange of sensitive information to the absolute necessary for the establishment and administration of the pool. Finally, licences for the pool technologies should, in principle, be granted on FRAND terms; in doing so, it must be ensured, amongst other things, that licensees are not charged royalties more than once for the same technology rights.

Further minor amendments

As expected, the market share thresholds of the TTBER have not been changed. However, the European Commission has responded to the request for clarification and precision.

Firstly, it has adjusted the ‘sunset clause’. It concerns the transitional period where the parties’ market shares exceed the relevant thresholds only during the term of the agreement. In the interests of legal certainty and predictability for businesses, this period has been extended from two to three years.

By amending the recitals of the TTBER, the European Commission reduces uncertainties on determining market shares. When determining market shares for the application of the threshold, technologies that have not yet generated sales of contract products will be considered to hold zero market share. Such an amendment will be purely declaratory since this was previously stated in the TT Guidelines (para. 90) and will continue to be found there (para. 114). Ultimately, the amendment is only an upgrade for this rule in terms of binding force. A new feature is that the Commission also sets out examples of scenarios in the TT Guidelines where the benefit of the block exemption under Article 6(1) of the TTBER may to be withdrawn by the Commission pursuant to Article 29(1) of Regulation (EC) No 1/2003. These should provide a useful guide for companies.

What changes will businesses face immediately?

Best news first: where agreements are currently block exempted under the old TTBER, they will remain so until 30 April 2027, even if they do not meet the requirements of the new TTBER for a block exemption. This means there is no immediate need for action regarding such agreements.

As the European Commission has opted for evolution instead of revolution in the TTBER and the TT Guidelines, the old agreements can, for the most part, be retained beyond that date, but of course an analysis should be made to come to this conclusion for the agreement in question. 

In the case of technology pools, it is particularly advisable to check once again whether the new requirements of the soft safe harbour are also met. For LNG, the aim is to avoid negative effects as far as possible and it is recommended to set the agreements out in writing to enable review.

We will, of course, keep an eye on further developments in practice regarding the new TTBER and continue to keep you informed.