Shaping the Future of UK Tech Licensing: CMA’s Final TTBER Recommendations

On 30 September 2025, the CMA issued its final recommendation to the Secretary of State, following a public consultation period from March to April 2025. The European Commission is currently consulting on its draft revised EU TTBER and guidelines until 23 October 2025.

The Assimilated TTBER provides automatic exemption from the Chapter I prohibition of the Competition Act 1998 (CA98) for certain technology transfer agreements. These agreements typically involve the licensing or assignment of intellectual property rights (such as patents, design rights, software copyrights, and know-how) to produce goods or services.

Ultimately, the CMA has recommended that the TTBER be replaced with a UK Technology Transfer Block Exemption Order (Recommended TTBEO). This will continue to exempt the same categories of agreements as the TTBER, but with some key changes.

Key changes

Technology markets – new exemption test

In addition to the existing market share thresholds in the Assimilated TTBER, the Recommended TTBEO adds an alternative “three or more competing technologies” test.

Under this test, a technology agreement may benefit from exemption if there are at least three other independently controlled, “real and concrete” alternative technologies that compete with the technology covered by the agreement.

This test aims to make the exemption regime more practical for fast-moving, innovative sectors, where traditional market share calculations may not accurately reflect competitive dynamics and risk discouraging pro-competitive licensing.

The CMA plans to issue guidance to help businesses assess what constitutes a “genuine competing technology” in due course.

CMA powers to withdraw exemption

The Recommended TTBEO provides the CMA with robust powers to investigate, and where appropriate, withdraw the benefit of the block exemption on a case-by-case basis, mirroring equivalent powers in CA98. The CMA expects these powers to be used only in exceptional circumstances.

The CMA may request information from the parties, which must be provided within ten working days. Before withdrawing an exemption, the CMA must issue written notice setting out its proposal, the relevant facts, and reasons. Parties will have an opportunity to respond before a final decision is made.

Other key changes in the Recommended TTBEO

The other notable changes to the Assimilated TTBER are:

• Updating the definition of “technology rights” by removing “utility models” and adding “copyright in a database” and “database rights” to align with UK law
• Clarifying the definition of “intellectual property rights” to improve legal certainty
• Aligning definitions of “active” and “passive” sales with the Vertical Agreements Block Exemption Order (VABEO)
• Extending the market share grace period from two to three years, allowing more time before the exemption is lost due to market share threshold being exceeded

Next steps

The CMA envisages a one-year transitional period following the expiry of the Assimilated TTBER on 30 April 2026. During this period, existing agreements that meet the conditions of the Assimilated TTBER will continue to benefits from its terms until 30 April 2027. After this date, agreements must satisfy the conditions in the Recommended TTBEO to continue benefiting from the block exemption.

Businesses should begin reviewing existing technology transfer agreements to assess whether they will continue to qualify under the new framework. Early action will help avoid disruption and ensure continued compliance.

Businesses operating across the UK and EU should consider engaging with the EU consultation to help shape the future regulatory landscape. With the UK having already issued its final recommendation and the EU process still ongoing, differences between the two regimes are likely to emerge.