On 16 April 2026, the European Commission (EC) adopted a revised Technology Transfer Block Exemption Regulation (TTBER) and updated Technology Transfer Guidelines (the Guidelines). The new framework will apply from 1 May 2026, replacing Commission Regulation (EU) No 316/2014 and its accompanying Guidelines, which expire on 30 April 2026.

Key takeaways

While the revised TTBER does not amount to a paradigm shift, the cumulative impact of the clarifications and new guidance is material. In practice, the revisions warrant both a targeted review of existing arrangements and forward‑looking compliance planning. In particular, companies should consider taking the following steps:

1. Audit existing agreements. Identify all technology transfer agreements extending beyond 30 April 2026 and assess their compatibility with the revised framework. Although the one-year transitional period provides some breathing space, early identification of compliance gaps is advisable, especially where renegotiation may be complex and therefore time-consuming.
2. Reassess market share calculations. The clarified rules – particularly the treatment of pre‑commercial technologies as having a zero market share, the extended grace period, and the confirmation that thresholds apply on any relevant market – may bring additional agreements within the scope of the block exemption. Companies should revisit their internal market share estimates.
3. Map data licensing exposure. Companies licensing datasets, especially for AI training purposes, should assess whether their arrangements involve IP-protected databases, and, if so, consider the interplay between the revised TTBER and Guidelines, the Data Act and the GDPR.
4. Review participation in pools and licensing negotiation groups. The strengthened transparency requirements for technology pools and the new guidance on licensing negotiation groups call for a review of existing pool structures and any joint licensing negotiation strategies, particularly in SEP‑heavy sectors.
5. Plan for EU/UK divergence. Companies operating cross-border licensing programmes should closely monitor developments under both the revised EU regime and the forthcoming UK Technology Transfer Agreements Block Exemption Order, and build sufficient contractual flexibility to accommodate potential divergence in requirements and practice.

Background to the revision

The TTBER provides a “safe harbour” from the prohibition of anti-competitive agreements under Article 101(1) of the Treaty on the Functioning of the European Union (TFEU) for technology transfer agreements, covering the licensing (and, in some cases, assignments) of technology such as patents, know‑how and software copyrights. It enables companies to self-assess the EU competition law compliance of their licensing arrangements.

The revision follows a review launched in late 2022 and a draft published in September 2025. While confirming that the existing framework has broadly met its objectives, the EC identified a need for greater legal certainty, in light of market developments, including the growing role of data and data licensing (including in AI driven contexts) and the increasing use of licensing negotiation groups (LNGs), neither of which were expressly covered under the previous rules.

Overall, the changes are evolutionary rather than transformative. Most existing licensing practices should be able to continue, although a number of clarifications and additions merit attention. The final text is broadly aligned with the September 2025 draft.

Key changes

Market share thresholds – unchanged in substance, clearer in application. The familiar safe harbour thresholds remain unchanged: a combined market share of 20 percent for agreements between competitors and an individual market share of 30 percent for agreements between non-competitors. In practice, however, applying these thresholds has often been challenging, due to the difficulty of defining the relevant technology markets and calculating licensors’ market shares given the lack of reliable data. 

The revised TTBER and Guidelines address these issues in several ways. First, they clarify that technologies that have not yet generated sales of contract products incorporating the licensed technology will be treated as having a zero market share for the purpose of applying the thresholds. This is a welcome clarification for early-stage and pre-commercial licensing. Second, the grace period during which the TTBER continues to apply if the relevant thresholds are exceeded during the life of the agreement is extended from two to three consecutive calendar years, improving legal certainty for long-term licensing relationships. Third, the final text clarifies that, where the parties to a technology transfer agreement are competitors, the safe harbour only applies if the combined market share does not exceed 20 percent on any relevant market relevant to the agreement (replacing the previous reference to “the relevant market(s)”), confirming that the threshold must not be exceeded on any single affected market. Finally, the TTBER’s simplified calculation methodology does not dictate how market shares should be calculated for the individual assessment of agreements falling outside the scope of the block exemption.

Data licensing – a new frontier brought within the framework. In one of the more forward-looking changes, the revised Guidelines clarify how the TTBER framework applies to data licensing, an issue of growing commercial significance, particularly in the context of increased demand for AI training data. Where the licensed data forms part of a database protected by copyright or by sui generis database rights under the Database Directive (Directive 96/9/EC), the principles of the TTBER and Guidelines will generally apply. Other data licensing arrangements falling outside such intellectual property protection will need to be assessed case by case under Article 101 TFEU, taking into account factors, such as the nature of the data and how it is gathered or generated. 

The Guidelines also address the interaction with the Data Act, indicating that data-sharing agreements mandated by the Data Act will generally fall outside Article 101(1) TFEU. The EC flags that horizontal information exchange rules may become relevant where data licensing entails the sharing of commercially sensitive information between competitors, including through the content of the database itself or during implementation of the agreement.

Technology pools – updated soft safe harbour with enhanced transparency safeguards. The revised Guidelines update the conditions for benefiting from the “soft safe harbour” applicable to technology pools. Technology pools – arrangements whereby multiple technology owners aggregate their technology rights and license them jointly to pool members and third parties – remain outside the scope of the TTBER, which continues to apply only to bilateral agreements. 

The Guidelines now set out eight cumulative conditions for the soft safe harbour (paragraph 286). These include open participation in the pool, robust and transparent essentiality assessments, and restrictions designed to ensure that only essential (and therefore complementary) technologies are included to reduce the risk that non-essential or substitute technologies are bundled in a manner that could foreclose competing technologies. Additional safeguards cover limits on the exchange of sensitive information; non-exclusive licensing into the pool; licensing out on FRAND terms; freedom for contributors and licensees to challenge the validity and essentiality of pooled technologies; and freedom to develop competing products and technology. The Guidelines also reinforce protections against so-called “double dipping,” requiring pool operators to ensure that licensees are not charged royalties more than once for the same technology rights.

Licensing negotiation groups (LNGs) – introduction of dedicated guidance. The revised Guidelines introduce a standalone section on LNGs (Section 4.5), i.e., groups of technology implementers that jointly negotiate licence terms with one or more licensors. While LNGs may generate efficiencies by reducing transaction costs and pooling expertise on validity, essentiality and value of technology rights, they also raise risks of excessive bargaining power against technology holders, coordination between competing implementers in downstream markets (including through the exchange of commercially sensitive information or increased commonality of costs), and foreclosure of competing implementers. 

The Guidelines draw a careful distinction between legitimate LNGs and buyer cartels. Factors reducing buyer cartel risk include: transparency towards technology holders (including disclosure of membership); a written agreement defining the form, scope and functioning of the cooperation; and the LNG’s activity being limited to joint negotiation on behalf of its members (paragraph 307). 

The EC also provides an indicative benchmark that restrictive effects under Article 101(1) TFEU are unlikely where LNG members’ combined demand-side share on the relevant technology markets and their combined supply-side share on the relevant downstream markets each do not exceed 15 percent (paragraph 317). Notably, the EC considered but decided against introducing a formal safe harbour for LNGs. Because LNGs are a relatively new type of agreement, for which there is limited enforcement experience, the EC considered that a safe harbour risked either failing to address all possible competition concerns or being too prescriptive and thereby deterring pro-competitive LNGs. The substance of the conditions that were proposed in the draft safe harbour has instead been incorporated as guidance measures that LNGs can adopt to reduce the risk of infringing Article 101 TFEU. This framework builds on the informal guidance letter issued in July 2025 concerning the Automotive Licensing Negotiation Group, and is expected to be particularly relevant for sectors with complex SEP licensing landscapes, such as telecommunications and the Internet of Things (IoT).

Active and passive sales – alignment with the VBER. The revised TTBER introduces definitions of active and passive sales that mirror those in the Vertical Block Exemption Regulation (VBER). Notably cross-border bids submitted in response to public procurement tenders are classified as passive sales. This clarification will be welcomed by licensees operating across multiple EU Member States who wish to participate in tenders without risk of breaching territorial restrictions in their licence agreements.

Pay-for-delay settlements and SEPs – codifying CJEU case law. The revised Guidelines codify the CJEU’s case law on pay-for-delay patent settlements, clarifying when licensing arrangements forming part of a settlement may constitute a restriction of competition ‘by object’, taking into account the broader context and any value transfer between the parties. 

Transitional period. Agreements in force on 30 April 2026 that comply with the existing TTBER, but not with the revised regime, benefit from a one-year transitional period, remaining block exempt until 30 April 2027. While this provides a reasonable adjustment window, companies should not delay review, particularly for agreements that may require renegotiation. 

UK divergence – a new variable in cross-border licensing. From May 2026, the UK will replace the assimilated EU TTBER with a standalone Technology Transfer Agreements Block Exemption Order (TTBEO). While broadly aligned with the EU framework in many respects, the UK regime introduces distinct specific features, most notably, a structural test based on the existence of three or more independently controlled competing technologies as an alternative to the market-share thresholds and an expanded definition of “technology rights” to include database rights. Companies operating cross-border licensing programmes should therefore anticipate divergence in compliance assessments and potentially outcomes, between the EU and the UK.