The Technology Transfer Block Exemption Regulation (TTBER) expired on 30 April 2026. For many businesses, TTBER provided a ‘safe harbour’ for qualifying agreements from prohibitions under competition law, providing legal certainty by avoiding the need to scrutinise individual agreements under the individual exemption which were unlikely to be harmful to competition.
Ahead of its expiry in 2026, the Competition and Markets Authority (CMA) recommended that the TTBER be replaced with a new UK-specific regime – the Competition Act 1998 (Technology Transfer Agreements Block Exemption) Order 2026 (‘TTBEO’).
The TTBEO came into force on 1 May 2026, for a duration of 12 years (expiring on 31 December 2038) applying to the UK as a whole. There is a one-year transitional period for businesses to ensure their agreements remain compliant. Significantly, there are no changes to the scope of hardcore or excluded restrictions.
Although the TTBEO largely maintains the previous exemption regime, there are key variations and businesses will need to review existing agreements, understand the updated definitions, and check whether any changes may be required.
It is hoped that the new order will “help ensure that businesses are not prevented or disincentivised from entering into agreements that the CMA considers to be essentially benign or beneficial”.
This article explains the key changes, the practical impact on commercial agreements, and the steps businesses should begin taking now.
How the UK TTBEO differs from the TTBER
The TTBEO introduces a number of updates to the existing TTBER framework. In particular, it:
- updates key definitions;
- introduces a new exemption test for technology markets; and
- clarifies certain provisions in line with the draft revised EU TTBER.
The table below highlights these key variations, comparing how each area was treated under the previous regime (TTBER) and how it will operate under the new UK regime (TTBEO).
Scope of qualifying “technology rights”
| TTBER – previous regime | TTBEO – changes |
| The qualifying rights included software, copyright, design rights, utility models, patents and know-how. | Exclusion of “utility models” from the scope of protection of the exemption on the basis that they are not protected under UK intellectual property law. A utility model is an exclusive intellectual property right that protects an invention, similar to a patent but with less stringent requirements and a shorter duration. Often called a “petty patent” or “innovation patent,” it is intended for incremental, minor inventions, particularly for mechanical and electrical devices.
Introduction of “copyright in a database” and “database right” within the scope of “technology rights” with consequential amendments to the definition of “intellectual property rights” given the importance of data to the modern economy. This now means that database licences are covered. |
Market share thresholds
| TTBER – previous regime | TTBEO – changes |
| If the parties to the TTA were competitors, then their combined market share should not exceed 20%.
If the parties were not competitors, then neither should have a market share exceeding 30%. |
Maintains existing market share thresholds but introduces an alternative “three or more competing technologies” test to assess whether there are an appropriate number of substitutable (i.e., competing) technologies in the market, in addition to those owned by the parties.
This means that if the parties’ market shares are below the thresholds, or there are three or more competing technologies in the market, the TTA is exempt (provided all other conditions are met). |
Calculation of market shares
| TTBER – previous regime | TTBEO – changes |
| Market shares calculated using data from the preceding calendar year. | Maintains the existing basis of calculation of market shares and adds provision to the effect that, if the preceding calendar year is not representative of the parties’ position in the relevant market(s), market share is to be calculated as an average of the parties’ market shares for the three preceding calendar years. |
“Footprint” approach to market shares
| TTBER – previous regime | TTBEO – changes |
| Market shares of the licensor were calculated on the basis of the presence of the licensed technology rights on the relevant product and geographic markets (rather than royalties) where the products were sold to combine sales data of the licensor and its licensees. | Extends the “footprint” approach to apply to both parties, not just the licensor. |
Grace period for exceeding market share thresholds
| TTBER – previous regime | TTBEO – changes |
| There was a two-year grace period if the parties’ market shares subsequently exceeded the relevant thresholds before the TTA lost the benefit of the exemption. | Extends the grace period to three-years in line with proposals for the new TTBER in the EU, to ensure alignment between the regimes and provides greater legal certainty for businesses. |
Definitions of “active” and “passive” sales
| TTBER – previous regime | TTBEO – changes |
| Not included. | Introduces definitions of “active sales” and “passive sales” consistent with those used in VABEO to provide clarity and consistency across the regimes. These are as follows:
“active sales” means –
|
Transitional arrangements for existing technology transfer agreements
Article 13 of the TTBEO introduces transitional provisions to give businesses time to adapt to the new regime.
In summary, where an agreement was exempt from the Chapter I prohibition under the assimilated TTBER immediately before 1 May 2026, but would not qualify for exemption under the TTBEO, it will continue to be treated as compliant until 30 April 2027. These agreements are referred to as “pre-existing technology transfer agreements”.
However, this transitional relief is not absolute. The block exemption does not apply to any obligation in a pre-existing technology transfer that fell within article 5 (excluded restrictions) of the assimilated TTBER immediately before 1 May 2026. Businesses should therefore not assume that all aspects of existing arrangements remain protected during the transition period.
Practical steps for businesses preparing for the TTBEO
With the introduction of the TTBEO, businesses should take proactive steps to assess whether they still qualify under the new framework. Businesses operating across the UK and EU should bear in mind that differences between the UK and EU regimes will most likely occur.
Early action will help avoid disruption and ensure continued compliance.
- Review existing agreements: Businesses should assess their current technology transfer agreements to confirm whether they continue to qualify under the new framework. While many agreements that are compliant under the TTBER are likely to remain compliant under the TTBEO, this should not be assumed without review.
- Factor in UK–EU divergence: Businesses operating across both the UK and EU should be particularly mindful that differences between the regimes are likely to emerge over time, and agreements may need to be structured to account for both.
- Make use of the transitional period: Agreements that meet the conditions of the assimilated TTBER will continue to benefit from exemption until 30 April 2027. This one-year transition period provides an important window to make any necessary updates.
- Update new agreements: All new technology transfer agreements should be drafted with the TTBEO in mind, ensuring that they reflect the updated definitions, tests, and clarifications introduced by the new regime.
Generally, with minor exemptions, it is likely that an agreement that is currently compliant with the TTBER will satisfy the TTBEO.
Early action will help ensure a smooth transition and reduce the risk of agreements falling outside the scope of the block exemption.
Is Your Business Ready for the TTBEO?
If your business relies on technology licensing or collaboration agreements, now is the time to review your arrangements in light of these changes.
We can help you assess whether your existing agreements remain compliant, identify any areas of risk, and update your contracts to align with the TTBEO – ensuring you continue to benefit from block exemption protection with confidence.
Get in touch with our team to discuss how the new regime could affect your business.