Block exemption definition

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Key IP considerations in R&D agreements—checklist

Key IP considerations in R&D agreements—checklist Using this Checklist This Checklist focuses on the IP aspects of R&D agreements and identifies the key terms typically included in an R&D agreement. This document can be used as a checklist of issues to consider when drafting, reviewing or negotiating such agreements. Key competition law considerations are also considered. However, an individual assessment will need to be conducted as to whether an agreement’s IP provisions are compatible with competition law, particularly the prohibitions against anti-competitive agreements under Article 101(1) of the Treaty on the Functioning of the European Union (TFEU) and Chapter I of the Competition Act 1998 (CA 1998). On 1 June 2023, the European Commission adopted the EU Research & Developments Block Exemption, Commission Regulation (EU) 2023/1066 (EU R&D BER) and the accompanying Horizontal Guidelines. The EU R&D BER entered into force on 1 July 2023 and will expire on 30 June 2035. On 5 December 2022, the UK government laid before Parliament the Competition Act 1998 (Research and Development...

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Applying block exemptions to IP agreements

Intellectual property (IP) agreements relating to, for example, licensing of technology and for the joint development of new technology, may have a restrictive effect on competition. However the pro-competitive benefits are recognised in block exemptions that provide a ‘safe harbour’ from the application of Article 101, TFEU. For agreements falling neatly within a block exemption, only a very cursory examination of Article 101, TFEU issues is needed. Unfortunately, several block exemptions may be potentially applicable and also identifying whether an agreement is definitely within a safe harbour can be difficult—a more practical approach to most commercial arrangements may be necessary.All block exemptions have a broadly similar structure. Familiarity with the overall structure will help in applying the rules. First the block exemption has a set of recitals, which explain broadly what its purpose is. These are supplemented by a definitions section. In practical terms, it is sensible to pay considerable attention to both the recitals and the definitions—they can be crucial in understanding the correct approach to applying the block...

The Vertical Restraints Block Exemption 2010 [Archived]

ARCHIVED: This Practice Note has been archived and is not maintained. On 10 May 2022, the Commission adopted a new Vertical Block Exemption Regulation 2022/720 (VBER 2022). The VBER 2022 replaced the previous Vertical Restraints Block Regulation 330/2010 (VBER 2010, also referred to as the VRBE in this Practice Note) on 1 June 2022. This Practice Note was drafted for the VBER 2010.NOTE—The VBER 2010 expired on 31 May 2022 and was replaced by the VBER 2022 with effect from 1 June 2022. Under Article 10 VBER 2022, there was a 12 month transition period (ending on 31 May 2023) to accommodate pre-existing vertical agreements already in force on 31 May 2022 which satisfied the conditions for exemption provided in the VBER 2010 on 31 May 2022 but which did not satisfy the conditions for exemption provided in the VBER 2022. This Practice Note is therefore for background information only.For an assessment of the VBER 2022, see further, Introduction to the application of Article 101 TFEU to vertical agreements and...

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Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

Technology Transfer Block Exemption—standard clauses (long form)

Standard clauses—general Definitions 1 Active Sales means actively approaching individual customers or marketing/advertising directly to specific customer groups, or customers in a particular territory in order to make sales; Contract Products means goods and/or services produced with the Licensed Technology; Exclusive Customer Groups is defined in Schedule [insert], with the relevant exclusive customers identified therein; Exclusive Term is defined in Schedule [insert]; ...