{
  "url": "https://openlegislation.uk/competition-act-1998-research-and-development-agreements-block-exemption-order-2022/article-2",
  "json_url": "https://openlegislation.uk/competition-act-1998-research-and-development-agreements-block-exemption-order-2022/article-2.json",
  "legislation": "uksi/2022/1271",
  "legislation_title": "The Competition Act 1998 (Research and Development Agreements Block Exemption) Order 2022",
  "legislation_url": "https://openlegislation.uk/competition-act-1998-research-and-development-agreements-block-exemption-order-2022",
  "path": "article/2",
  "kind": "article",
  "number": "2",
  "heading": "Interpretation",
  "text": "(1) In this Order—\n“block exemption” means the exemption from the Chapter I prohibition arising by virtue of this Order for the category of agreements specified in this Order;\n“connected undertakings”, in relation to a party to an R&D agreement, means—\n(a) undertakings in relation to which the party to the R&D agreement, directly or indirectly—\n(i) has the power to exercise more than half the voting rights,\n(ii) has the power to appoint more than half the members of the board of directors, or if there is no such board, the equivalent body or bodies responsible for the management of the undertaking, or\n(iii) has the right to manage the undertaking’s affairs;\n(b) undertakings which directly or indirectly have, in relation to the party to the R&D agreement, the rights or powers listed in paragraph (a);\n(c) undertakings in relation to which an undertaking referred to in paragraph (b) has, directly or indirectly, the rights or powers listed in paragraph (a);\n(d) undertakings in relation to which the party to the R&D agreement together with one or more of the undertakings referred to in paragraphs (a), (b) or (c), or in relation to which two or more of the undertakings referred to in paragraphs (b) or (c), jointly have the rights or powers listed in paragraph (a);\n(e) undertakings in relation to which the rights or the powers listed in paragraph (a) are jointly held by—\n(i) two or more partiesto the R&D agreement or their respective connected undertakings referred to in paragraphs (a) to (d), or\n(ii) one or more of the parties to the R&D agreement or one or more of their connected undertakings referred to in paragraphs (a) to (d) and one or more third parties;\n“contract product”, in relation to an R&D agreement, means—\n(a) a product arising out of the joint research and development or paid-for research and development to which the R&D agreement relates, or\n(b) a product produced or provided applying a contract technology,\nand includes products obtained through an R&D cluster and new products;\n“contract technology”, in relation to an R&D agreement, means a technology or process arising out of the joint research and development or paid-for research and development to which the R&D agreement relates, and includes technologies or processes obtained through an R&D cluster and new technologies or processes;\n“excluded restriction” has the meaning given in article 12(2);\n“exploitation of the results”, in relation to an R&D agreement, means (other than in article3(2))—\n(a) the production or distribution of a contract product or the application of a contract technology, or\n(b) the assignment or licensing of intellectual property rights, or the communication of know-how, required for that production or application;\n“financing party” means a party to an agreement relating to research and development that finances the research and development concerned while not carrying out any of the research and development activities itself;\n“intellectual property rights” means—\n(a) industrial property rights (in particular, patents, design rights and trademarks), and\n(b) copyright and related rights;\n“joint”, in relation to activities carried out under an R&D agreement, means (other than in the expression “joint team, organisation or undertaking”) activities where the work involved is—\n(a) carried out by the parties to the R&D agreement through a joint team, organisation or undertaking,\n(b) jointly entrusted by the parties to a third party, or\n(c) allocated between the parties by way of specialisation relating to research and development or specialisation relating to exploitation;\n“know-how” means a package of practical information, resulting from experience and testing, which is—\n(a) not generally known or easily accessible,\n(b) significant and useful for the production of new or existing products or the application of new or existing technologies or processes, and\n(c) described in a sufficiently comprehensive manner so as to make it possible to verify that it fulfils the criteria in paragraphs (a) and (b);\n“paid-for research and development” means research and development that is carried out by one or more parties to an agreement and financed by one or more financing parties;\n“product” means a good or a service, and includes both intermediate goods or services and final goods or services;\n“R&D agreement” has the meaning given in article3(2);\n“R&D cluster” means research and development efforts directed primarily towards a specific aim or objective which—\n(a) cannot be defined as a specific product or technology, or\n(b) involves a substantially broader target than products or technologies on a specific market;\n“research and development” means—\n(a) activities aimed at acquiring know-how relating to existing or new products, technologies or processes,\n(b) the carrying out of theoretical analysis, systematic study or experimentation, including experimental production,\n(c) technical testing of products or processes,\n(d) the establishment of facilities necessary for any of the activities referred to in paragraphs (a) to (c), and\n(e) the obtaining of intellectual property rights for the results of those activities;\n“specialisation relating to exploitation”, in relation to an R&D agreement, means an arrangement between the parties to the agreement under which—\n(a) they allocate between them individual tasks relating to the exploitation of the results, such as production or distribution of a contract product, or\n(b) restrictions are imposed on one or more of the parties to the agreement regarding the exploitation of the results, such as restrictions in relation to particular geographical areas, customers or fields of use,\nand includes a case where only one of the parties produces and distributes a contract product on the basis of an assignment or exclusive licence granted by the other parties;\n“specialisation relating to research and development”, in relation to an R&D agreement, means an arrangement under which each of the parties to the agreement is involved in the research and development activities to which the agreement relates and the parties divide the research and development work involved in those activities between them in the way that they consider most appropriate, but does not include paid-for research and development;\n“third party”, in relation to a party to an R&D agreement, means a person other than a party to the agreement or a person acting on behalf of a party to the agreement.\n(2) In this Order—\n(a) references to a party to an R&D agreement having or being given “access” to the results of research and development, to intellectual property rights or to know-how are references to the party having or being given, as a minimum, the right to use the results, intellectual property rights or know-how,\n(b) references to a “new” product, technology or process, in relation to an R&D agreement falling within article 3(2)(a) or (b), are references to a product, technology or process that does not exist at the time when the agreement is entered into and that will, if emerging, create its own new market and not improve, substitute or replace an existing product, technology or process, and\n(c) in the case of an R&D agreement falling within article 3(2)(c) or (d), references to the research and development to which the agreement relates are to be read as references to the research and development carried out under the prior agreement falling within article 3(2)(a) or (b) between the same parties.\n(3) For the purposes of this Order, the terms “party” and “undertaking” include their respective connected undertakings.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "I",
      "label": "I1",
      "text": "Art. 2 in force at 1.1.2023, see art. 1(b)"
    },
    {
      "type": "footnote",
      "label": "f1",
      "text": "“Chapter I prohibition” is defined in section 2(8) of the Act."
    },
    {
      "type": "footnote",
      "label": "f2",
      "text": "Under section 59(1) of the Act (interpretation) references in Part 1 of that Act to “agreement” are to be read with section 2(5) and (6) of the Act which provide that, unless the context otherwise requires, a provision of Part 1 of the Act which is expressed to apply to, or in relation to, an agreement, is to be read as applying equally to, or in relation to, a decision by an association of undertakings or a concerted practice (but with any necessary modifications)."
    },
    {
      "type": "footnote",
      "label": "f3",
      "text": "Under section 59(1) (interpretation) of the Act, “person”, in addition to the meaning given by the Interpretation Act 1978 (c. 30), includes any undertaking."
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2022/1271/article/2",
    "retrieved_at": "2026-10-28T21:52:40.487002+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}