Article 2 Interpretation

In this Order—

• “the block exemption”, in relation to the category of agreements^f1 specified in this Order, means the exemption from the Chapter I prohibition^f2 arising by virtue of this Order;

• “competing undertakings” has the meaning given in article 5(5);

• “connected undertaking”, in relation to a party to an agreement, means—

  1. (a)

     an undertaking in relation to which the party to the agreement, directly or indirectly—

     1. (i)

        has the power to exercise more than half the voting rights,

     2. (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

     3. (iii)

        has the right to manage the undertaking’s affairs,

  2. (b)

     an undertaking which directly or indirectly has, in relation to the party to the agreement, any of the rights or powers listed in paragraph (a),

  3. (c)

     an undertaking in relation to which an undertaking referred to in paragraph (b) has, directly or indirectly, any of the rights or powers listed in paragraph (a),

  4. (d)

     an undertaking in relation to which the party to the agreement, together with one or more undertakings referred to in paragraph (a), (b) or (c), or in relation to which two or more undertakings referred to in paragraph (b) or (c), jointly have any of the rights or powers listed in paragraph (a), and

  5. (e)

     an undertaking in relation to which any of the rights or the powers listed in paragraph (a) are jointly held by—

     1. (i)

        two or more parties to the agreement or their respective connected undertakings referred to in paragraphs (a) to (d), or

     2. (ii)

        one or more of the parties to the agreement or one or more of their respective connected undertakings referred to in paragraphs (a) to (d) and one or more third parties;

• “contract product”, in relation to a technology transfer agreement, means a product produced, directly or indirectly, on the basis of the licensed technology rights;

• “database” has the same meaning as in section 3A(1) of the Copyright, Designs and Patents Act 1988^f3;

• “database right” has the same meaning as in Part 3 of the Copyright and Rights in Databases Regulations 1997^f4;

• “excluded restriction” has the meaning given in article 8(2);

• “intellectual property rights” includes—

  1. (a)

     industrial property rights (in particular, patents and trademarks), and

  2. (b)

     copyright and related rights, and database right;

• “know-how” means a package of practical information, resulting from experience and testing, which is—

  1. (a)

     secret,

  2. (b)

     significant and useful for the production or sale of particular products, and

  3. (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);

• “licensed technology rights”, in relation to a technology transfer agreement, means the technology rights which are licensed under the agreement for the purposes of the production of particular products;

• “product” means a good or a service, and includes both intermediate goods or services and final goods or services;

• “relevant geographic market”, in relation to particular products or technology rights, means the area in which undertakings are involved in the supply of or demand for those products or the licensing of those technology rights and—

  1. (a)

     in which the conditions of competition are sufficiently homogeneous, and

  2. (b)

     which can be distinguished from neighbouring areas because the conditions of competition are appreciably different in those areas;

• “relevant market”, in relation to contract products or licensed technology rights, means the combination of the relevant product market or relevant technology market, respectively, with the relevant geographic market in relation to those products or rights;

• “relevant product market”, in relation to contract products, means the market for those products and any products which are regarded by buyers as interchangeable with, or substitutable for, those products, by reason of the products’ characteristics, their prices and their intended use;

• “relevant technology market”, in relation to licensed technology rights, means the market for those technology rights and any technology rights which are regarded by licensees as interchangeable with, or substitutable for, those technology rights, by reason of the technology rights’ characteristics, the royalties payable in respect of those rights and their intended use;

• “secret”, in relation to know-how, means not generally known or easily accessible;

• “semiconductor topography” has the same meaning as in regulation 2(1) of the Design Right (Semiconductor Topographies) Regulations 1989^f5;

• “supplementary protection certificate” means a certificate issued under—

  1. (a)

     Regulation (EC) No 469/2009 of the European Parliament and of the Council of 6th May 2009 concerning the supplementary protection certificate for medicinal products^f6, or

  2. (b)

     Regulation (EC) No 1610/96 of the European Parliament and of the Council of 23 July 1996 concerning the creation of a supplementary protection certificate for plant protection products^f7;

• “technology rights” means any of the following, or any combination of any of the following—

  1. (a)

     know-how,

  2. (b)

     patents,

  3. (c)

     design rights (whether registered or unregistered),

  4. (d)

     rights in semiconductor topographies,

  5. (e)

     supplementary protection certificates,

  6. (f)

     plant breeders’ rights granted in accordance with Part 1 of the Plant Varieties Act 1997^f8,

  7. (g)

     copyright in software,

  8. (h)

     copyright in a database and database right, and

  9. (i)

     any applications for, or applications for registration of, any rights referred to in paragraphs (b), (c), (e) and (f);

• “technology transfer agreement” has the meaning given in article 3(2);

• “third party”, in relation to an agreement, means a person^f9 other than—

  1. (a)

     a party to the agreement, or

  2. (b)

     a person acting on behalf of a party to the agreement.

For the purposes of this Order—