Hart-Scott-Rodino Act: Federal Trade Commission Amends HSR Act Rules Applicable to Transfers of Exclusive Patent Rights in the Pharmaceutical Industry

Sullivan & Cromwell LLP - November 8, 2013

The Federal Trade Commission (“FTC”) has amended the rules promulgated under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act Rules”) to provide “clarity and consistency” to the determination of whether a transfer of rights to a patent, or part of a patent, is reportable under the HSR Act. The changes apply only to transfers in the pharmaceutical (including biologics) and medicine manufacturing industry. Those changes make clear that if a licensee acquires the exclusive right to commercially use a patent, the acquisition is a potentially reportable asset transfer if the reporting thresholds of the HSR Act are met.