Competition in technology transfer

The EU experience

In October 2025, the EU presented draft rules that would automatically exempt certain¹ technology transfer agreements from being² deemed anti-competitive until intellectual property rights expired or the know-how became common knowledge. The exemption applies if the agreement is concluded between competing undertakings with a combined market share of no more than 20%, or up to 30% if the undertakings are not competitors. The exemption does not apply where the agreement contains an obligation for the licensee to purchase certain goods or components from the right holder.

If companies are competing, the agreement must not:

– restrict the parties' right to independently set prices when selling products.

– restrict production volumes.

– be aimed at dividing markets or customers (except in cases where, for example, the licensee produces goods only for itself or for a single customer).

– restrict the licensee's right to use its own rights to technology or to conduct R&D (unless the restriction is truly necessary to prevent the know-how from leaking to third parties).

If the parties to the agreement are not competitors, the agreement must not:

– restrict a party's ability to set prices.

– restrict the territory or customers where the³ licensee may engage in “passive” sales to customers.

The rules prohibit clauses requiring the licensee to grant the licensor or a third party an exclusive license or to transfer improvements to the licensed technology or developments.

The measures presented allow companies to conclude technology transfer agreements more freely, stimulating the spread of innovation, while attempting to prevent technologies from being used to cover up anticompetitive agreements and hidden cartels, and patents and know-how from becoming a tool for dividing markets, fixing prices, excluding competitors, and blocking third parties.

Russia’s experience

In Russia, the ban on anti-competitive agreements and rules on abuse of dominance do not generally apply to agreements on the transfer or alienation of intellectual property rights, which potentially affects technology transfer. However, in October 2025, the Federal Antimonopoly Service published a draft law that⁴ could remove this immunity. It is proposed to limit the cases in which immunity applies, which will be determined by the government. Thus, while the EU is taking an approach of softening the current strict rules, Russia is, on the contrary, reducing existing privileges.

The number of technology transfer agreements is expected to increase: annual⁵ market growth of 11.7% until 2035. A trend towards hybrid regulation can be expected: encouraging freedom of technology transfer agreements, but with increased monitoring of agreements with a high risk of restricting competition, especially for large companies.

From the monitoring issue No. 10 (22), October 2025. Download the full issue (PDF) · issue page at the Gaidar Institute