FTC Finalizes Amendments to the Premerger Notification Rules Related to the Transfer of Exclusive Patent Rights in the Pharmaceutical Industry

The Federal Trade Commission issued final changes to the premerger notification rules that require companies in the pharmaceutical industry to report certain proposed acquisitions of exclusive patent rights to the FTC and the Department of Justice for antitrust review. The revised rules clarify when a transfer of exclusive rights to a patent in the pharmaceutical industry results in a potentially reportable asset acquisition under the Hart Scott Rodino (HSR) Act.

The HSR Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about certain large mergers and acquisitions before they occur.  The FTC administers the premerger notification program and ensures compliance with the HSR Rules, which determine which transactions companies need to report. The revised rules will enhance the effectiveness of the agencies' premerger program.

The FTC worked closely with the Department of Justice in developing the new requirements, and the Assistant Attorney General of the Antitrust Division of the Department of Justice concurs in the final rules.  The FTC received three public comments in response to the Notice of Proposed Rulemaking. The rules will become effective 30 days after publication in the Federal Register.

The Commission vote approving the changes was 4-0. The Federal Register Notice is available now on the FTC's website and will be published in the Federal Register soon. (FTC File No. P98316, the staff contact is Robert Jones, Bureau of Competition, 202-326-2740.)