European Commission Updates Technology Licensing Framework with New Guidance on Data and Joint Negotiations

The European Union has adopted a revised set of rules governing technology licensing agreements, with the updated Technology Transfer Block Exemption Regulation (TTBER) and Guidelines set to take effect on 1 May 2026. This revision marks a significant modernization of the EU’s competition law framework for technology transfers, addressing recent market developments such as data licensing and joint negotiation arrangements among technology implementers.

The TTBER, originally enacted in 2014, exempts certain technology transfer agreements from the prohibition on anticompetitive agreements under Article 101 of the Treaty on the Functioning of the European Union (TFEU). The accompanying Guidelines provide detailed interpretations of the TTBER’s application to various intellectual property licensing scenarios, including technology pools and standard essential patent (SEP) licensing.

A notable innovation in the revised Guidelines is the European Commission’s first formal guidance on licensing negotiation groups (LNGs). LNGs are agreements where technology implementers negotiate collectively the terms of technology licenses. The Guidelines discuss both the potential pro-competitive effects of LNGs—such as reducing transaction costs, facilitating informed negotiations, and mitigating first-mover disadvantages—and the risks, including excessive bargaining power, information exchange that could facilitate collusion, and foreclosure of competitors in downstream markets.

Despite a public consultation and a draft proposal that included a soft safe harbour for LNGs, the Commission ultimately decided against adopting such a safe harbour. The rationale was limited enforcement experience with LNGs and concerns that a safe harbour might either fail to address competition risks or deter beneficial LNGs through overly prescriptive conditions.

Instead, the revised Guidelines set out measures to mitigate antitrust risks associated with LNGs. These include ensuring open and voluntary participation for both technology holders and licensee groups, limiting information exchanges to what is strictly necessary and proportionate, and prohibiting restrictions on technology holders’ ability to negotiate with third parties.

The revised framework reflects recent enforcement experience within the EU. For example, in 2024, the German Bundeskartellamt reviewed the German Automotive Licensing Negotiation Group, a joint negotiation initiative involving BMW, Mercedes-Benz, Thyssenkrupp, and Volkswagen for SEP mobile communication standards technology. The authority found the LNG lawful under conditions such as limiting negotiations to general mobile communication standards (4G/LTE, 5G, 6G), openness to new participants including automotive parts suppliers, voluntary participation, and safeguards against excessive information exchange. The European Commission issued informal guidance in July 2025 affirming the LNG’s lawfulness under similar conditions.

The revised Guidelines also clarify the treatment of technology pools, which are arrangements where companies combine complementary technologies into a single licensing package. While technology pools can reduce transaction costs and facilitate implementation of pro-competitive standards, they may also restrict competition by pooling substitute technologies or foreclosing alternatives.

The updated safe harbour conditions for technology pools require full disclosure to licensees of all individual rights included and the methodology for assessing essentiality. Pools must avoid “double dipping,” where licensees pay multiple times for the same rights, and licenses granted by the pool must be on fair, reasonable, and nondiscriminatory (FRAND) terms.

Data licensing agreements, increasingly prevalent in the digital economy, are addressed explicitly for the first time. The revised Guidelines confirm that data licensing agreements may be exempt under the TTBER only if the licensed data qualifies as a technology right under the regulation, such as patents, know-how, utility models, design rights, or software copyrights.

For other types of data and data rights, the Commission will apply TTBER principles to data resembling protected technology rights, like copyright-protected databases. Otherwise, licensing agreements involving data will be assessed on a case-by-case basis. The Guidelines emphasize that information exchanges in database licensing generally do not restrict competition by object, but exchanges must be objectively necessary and proportionate. If not, or if the exchange of commercially sensitive information is the main object, the Horizontal Guidelines will apply.

Parties engaged in technology licensing agreements within the EU should carefully review the revised TTBER and Guidelines to ensure compliance with the updated safe harbour conditions and to understand the new regulatory stance on LNGs and data licensing. The changes reflect the European Commission’s effort to balance innovation incentives with competition safeguards in a rapidly evolving technological landscape.