‘research and development agreement’ means an agreement entered into between two or more parties which relate to the conditions under which those parties pursue:

‘agreement’ means an agreement, a decision by an association of undertakings or a concerted practice;

‘research and development’ means the acquisition of know-how relating to products, technologies or processes and the carrying out of theoretical analysis, systematic study or experimentation, including experimental production, technical testing of products or processes, the establishment of the necessary facilities and the obtaining of intellectual property rights for the results;

‘product’ means a good or a service, including both intermediary goods or services and final goods or services;

‘contract technology’ means a technology or process arising out of the joint research and development;

‘contract product’ means a product arising out of the joint research and development or manufactured or provided applying the contract technologies;

‘exploitation of the results’ means the production or distribution of the contract products or the application of the contract technologies or the assignment or licensing of intellectual property rights or the communication of know-how required for such manufacture or application;

‘intellectual property rights’ means intellectual property rights, including industrial property rights, copyright and neighbouring rights;

‘know-how’ means a package of non-patented practical information, resulting from experience and testing, which is secret, substantial and identified;

‘secret’, in the context of know-how, means that the know-how is not generally known or easily accessible;

‘substantial’, in the context of know-how, means that the know-how is significant and useful for the manufacture of the contract products or the application of the contract technologies;

‘identified’, in the context of know-how, means that the know-how is described in a sufficiently comprehensive manner so as to make it possible to verify that it fulfils the criteria of secrecy and substantiality;

‘joint’, in the context of activities carried out under a research and development agreement, means activities where the work involved is:

‘specialisation in the context of research and development’ means that each of the parties is involved in the research and development activities covered by the research and development agreement and they divide the research and development work between them in any way that they consider most appropriate; this does not include paid-for research and development;

‘specialisation in the context of exploitation’ means that the parties allocate between them individual tasks such as production or distribution, or impose restrictions upon each other regarding the exploitation of the results such as restrictions in relation to certain territories, customers or fields of use; this includes a scenario where only one party produces and distributes the contract products on the basis of an exclusive licence granted by the other parties;

‘paid-for research and development’ means research and development that is carried out by one party and financed by a financing party;

‘financing party’ means a party financing paid-for research and development while not carrying out any of the research and development activities itself;

‘competing undertaking’ means an actual or potential competitor;

‘actual competitor’ means an undertaking that is supplying a product, technology or process capable of being improved, substituted or replaced by the contract product or the contract technology on the relevant geographic market;

‘potential competitor’ means an undertaking that, in the absence of the research and development agreement, would, on realistic grounds and not just as a mere theoretical possibility, in case of a small but permanent increase in relative prices be likely to undertake, within not more than 3 years, the necessary additional investments or other necessary switching costs to supply a product, technology or process capable of being improved, substituted or replaced by the contract product or contract technology on the relevant geographic market;

‘relevant product market’ means the relevant market for the products capable of being improved, substituted or replaced by the contract products;

‘relevant technology market’ means the relevant market for the technologies or processes capable of being improved, substituted or replaced by the contract technologies.

in the case of research and development agreements referred to in point (a)(i), (ii) or (iii) of Article 1(1), the combined market share of the parties to a research and development agreement does not exceed 25 % on the relevant product and technology markets; or

in the case of research and agreements referred to in point (a)(iv), (v) or (vi) of Article 1(1), the combined market share of the financing party and all the parties with which the financing party has entered into research and development agreements with regard to the same contract products or contract technologies, does not exceed 25 % on the relevant product and technology markets.