Does your business use technology transfer agreements (TTAs)?

If so, changes to the law in England and Wales (and Scotland and Northern Ireland) which are due to come into force on 1 May 2026, mean that you need to act fast to ensure that your agreements comply. 

A reminder: what are technology transfer agreements?

TTAs are contracts which govern how one party, the licensor, allows another, the licensee, to use intellectual property rights, know-how, or specific technology to produce goods or services. 

Typically, the licensor allows the licensee to exploit the licensed technology for the production of goods or services, whether through manufacturing, further development, or incorporation into the licensee's own products. 

Technology Transfer Block Exemption Regulation

Technology transfer agreements sit at the intersection of intellectual property law and competition law. 

The current Technology Transfer Block Exemption Regulation (TTBER) provides a 'safe harbour' for certain qualifying licence agreements, automatically exempting them from the prohibition on anti-competitive agreements. Post-Brexit, the UK retained the TTBER in its law.

The rationale for the TTBER is straightforward: qualifying licences are pro-competitive because they help to reduce duplicated R&D and promote competition in product markets.

For the background on this, see here.

Technology Transfer Block Exemption Order

On 26 March 2026, the Department for Business and Trade published The Competition Act 1998 (Technology Transfer Agreements Block Exemption) Order 2026 (TTBEO), as the existing law is due to expire on 30 April 2026.

The Department for Business and Trade notes that the "limited" changes are to:

improve the rules, make necessary clarifications and tailor the block exemption to the UK market, while ensuring consistency with the EU's approach where appropriate.

The TTBEO largely maintains the existing exemption regime but introduces several UK-specific changes.

What businesses need to know and do now

Dust off and check your existing agreements

The new order largely mirrors the assimilated TTBER, but certain definitions have shifted, and these changes matter.

We'd recommend pulling out any TTA that currently relies on the TTBER and checking it against the TTBEO to ensure that it works as intended.

Use the transitional year wisely

Agreements that qualify under the old TTBER, but fall short of the TTBEO's requirements, don't lose their exemption overnight. A one-year transitional provision keeps them protected until 30 April 2027.

This sounds generous, but it isn't: twelve months to identify, renegotiate, and redraft non-compliant agreements across a licensing portfolio will pass fast. Start now.

Rethink how you measure market position

The familiar market share thresholds survive: 20% for competitors and 30% for non-competitors. 

Recognising the practical difficulties involved in calculating market shares, the TTBEO provides an alternative test which is applicable to technology markets: an agreement may benefit from the exemption where the parties are able to demonstrate that at least three independently-controlled substitutable technologies exist which compete with the technology that is the subject of their agreement.

Two other changes deserve attention:

• where a single year's market share data would be unrepresentative, parties can now average their shares across the preceding three calendar years; and
• the grace period for agreements that later breach the thresholds stretches from two years to three.

Both changes give licensors and licensees a bit more breathing room.

Check your 'own use' restrictions

Businesses should carefully assess whether any contractual limitations on own use or the manufacture and supply of spares are compatible with the conditions of the TTBEO, ensuring that such restrictions do not amount to hardcore restraints that would render the exemption inapplicable.

Prepare for CMA scrutiny

The CMA gains a new power under the TTBEO: it can demand information from parties within ten working days, and failure to comply without reasonable excuse may lead to cancellation of the block exemption. 

This is a short deadline. Put record-keeping systems in order now so you're not scrambling if a request arrives.

Watch for guidance and for changes out of Brussels

The CMA expects to consult on draft guidance shortly. This guidance will shape how the CMA interprets the new provisions. 

And for businesses with cross-border licensing arrangements: the EU's own TTBER also expires on 30 April 2026, with the Commission running its own review. Time is running out, although the TTBER was discussed at a recent meeting of the Council of the EU which suggests that matters are progressing.

The UK and EU regimes broadly align, but divergences do exist and are likely to increase over time. The result? Dual compliance remains essential for many businesses.

If you have any queries about the above, please contact us.