National Cooperative Production Amendments of 1993

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``National Cooperative Production 
Amendments of 1993''.

SEC. 2. FINDINGS AND PURPOSE.

    (a) Findings.--The Congress finds that--
        (1) technological innovation and its profitable 
    commercialization are critical components of the ability of the 
    United States to raise the living standards of Americans and to 
    compete in world markets;
        (2) cooperative arrangements among nonaffiliated businesses in 
    the private sector are often essential for successful technological 
    innovation; and
        (3) the antitrust laws may have been mistakenly perceived to 
    inhibit procompetitive cooperative innovation arrangements, and so 
    clarification serves a useful purpose in helping to promote such 
    arrangements.
    (b) Purpose.--It is the purpose of this Act to promote innovation, 
facilitate trade, and strengthen the competitiveness of the United 
States in world markets by clarifying the applicability of the rule of 
reason standard and establishing a procedure under which businesses may 
notify the Department of Justice and Federal Trade Commission of their 
cooperative ventures and thereby qualify for a single-damages limitation 
on civil antitrust liability.

SEC. 3. AMENDMENTS.

    (a) Short Title.--Section 1 of the National Cooperative Research Act 
of 1984 (15 U.S.C. 4301 note) is amended by striking ``National 
Cooperative Research Act of 1984'' and inserting ``National Cooperative 
Research and Production Act of 1993''.
    (b) Definition.--Section 2(a)(6) of the National Cooperative 
Research Act of 1984 (15 U.S.C. 4301(a)(6)) is amended--
        (1) in the matter preceding subparagraph (A) by striking 
    ``research and development'';
        (2) in subparagraph (D) by inserting ``or production'' after 
    ``research'';
        (3) in subparagraph (E) by striking ``and (D)'' and inserting 
    ``(D), (E), and (F)'';
        (4) by redesignating subparagraphs (D) and (E) as subparagraphs 
    (F) and (G), respectively;
        (5) by inserting after subparagraph (C) the following:
            ``(D) the production of a product, process, or service,
            ``(E) the testing in connection with the production of a 
        product, process, or service by such venture,''; and
        (6) by striking ``research'' the last place it appears and 
    inserting ``such venture''.
    (c) Exclusions.--Section 2(b) of the National Cooperative Research 
Act of 1984 (15 U.S.C. 4301(b)) is amended--
        (1) in the matter preceding paragraph (1) by striking ``research 
    and development'';
        (2) in paragraph (1) by striking ``that is not reasonably 
    required to conduct the research and development that is'' and 
    inserting ``if such information is not reasonably required to carry 
    out'';
        (3) by amending paragraph (2) to read as follows:
        ``(2) entering into any agreement or engaging in any other 
    conduct restricting, requiring, or otherwise involving the 
    marketing, distribution, or provision by any person who is a party 
    to such venture of any product, process, or service, other than--
            ``(A) the distribution among the parties to such venture, in 
        accordance with such venture, of a product, process, or service 
        produced by such venture,
            ``(B) the marketing of proprietary information, such as 
        patents and trade secrets, developed through such venture formed 
        under a written agreement entered into before the date of the 
        enactment of the National Cooperative Production Amendments of 
        1993, or
            ``(C) the licensing, conveying, or transferring of 
        intellectual property, such as patents and trade secrets, 
        developed through such venture formed under a written agreement 
        entered into on or after the date of the enactment of the 
        National Cooperative Production Amendments of 1993,'';
        (4) in paragraph (3)--
            (A) in subparagraph (A) by striking ``or developments not 
        developed through'' and inserting ``, developments, products, 
        processes, or services not developed through, or produced by,'';
            (B) in subparagraph (B) by striking ``such party'' and 
        inserting ``any person who is a party to such venture''; and
            (C) by striking the period at the end and inserting a comma; 
        and
        (5) by adding at the end the following:
        ``(4) entering into any agreement or engaging in any other 
    conduct allocating a market with a competitor,
        ``(5) exchanging information among competitors relating to 
    production (other than production by such venture) of a product, 
    process, or service if such information is not reasonably required 
    to carry out the purpose of such venture,
        ``(6) entering into any agreement or engaging in any other 
    conduct restricting, requiring, or otherwise involving the 
    production (other than the production by such venture) of a product, 
    process, or service,
        ``(7) using existing facilities for the production of a product, 
    process, or service by such venture unless such use involves the 
    production of a new product or technology, and
        ``(8) except as provided in paragraphs (2), (3), and (6), 
    entering into any agreement or engaging in any other conduct to 
    restrict or require participation by any person who is a party to 
    such venture, in any unilateral or joint activity that is not 
    reasonably required to carry out the purpose of such venture.''.
    (d) Rule of Reason Standard.--Section 3 of the National Cooperative 
Research Act of 1984 (15 U.S.C. 4302) is amended--
        (1) by striking ``research and development'' the first place it 
    appears;
        (2) by striking ``and development'' the last place it appears 
    and inserting ``, development, product, process, and service''; and
        (3) by adding at the end the following:
``For the purpose of determining a properly defined, relevant market, 
worldwide capacity shall be considered to the extent that it may be 
appropriate in the circumstances.''.
    (e) Technical and Conforming Amendments.--The National Cooperative 
Research Act of 1984 (15 U.S.C. 4301 et seq.) is amended--
        (1) in section 4--
            (A) in subsections (a)(1), (b)(1), (c)(1), and (e) by 
        striking ``research and development'' each place it appears;
            (B) in subsections (a), (b), and (c) by inserting ``of this 
        section'' after ``subsection (d)'' each place it appears; and
            (C) in subsection (e) by striking ``the effective date of 
        this Act'' and inserting ``October 11, 1984,''; and
        (2) in section 5(a) in the matter preceding paragraph (1) by 
    striking ``research and development''.
    (f) Disclosure.--Section 6 of the National Cooperative Research Act 
of 1984 (15 U.S.C. 4305) is amended--
        (1) in the heading by striking ``research and development'';
        (2) in subsection (a)--
            (A) by striking ``the date of the enactment of this Act'' 
        and inserting ``October 11, 1984'';
            (B) in paragraph (1) by striking ``and'' at the end;
            (C) in paragraph (2) by striking the period at the end and 
        inserting ``, and''; and
            (D) by inserting the following after paragraph (2):
        ``(3) if a purpose of such venture is the production of a 
    product, process, or service, as referred to in section 2(a)(6)(D), 
    the identity and nationality of any person who is a party to such 
    venture, or who controls any party to such venture whether 
    separately or with one or more other persons acting as a group for 
    the purpose of controlling such party.''; and
        (3) in subsections (a), (d)(2), and (e) by striking ``research 
    and development'' each place it appears.
    (g) Limitation.--The National Cooperative Research Act of 1984 (15 
U.S.C. 4301 et seq.) is amended by adding at the end the following:


    ``Application of Section 4 Protections to Production of Products, 
                         Processes, and Services

    ``Sec. 7. Notwithstanding sections 4 and 6, the protections of 
section 4 shall not apply with respect to a joint venture's production 
of a product, process, or service, as referred to in section 2(a)(6)(D), 
unless--
        ``(1) the principal facilities for such production are located 
    in the United States or its territories, and
        ``(2) each person who controls any party to such venture 
    (including such party itself) is a United States person, or a 
    foreign person from a country whose law accords antitrust treatment 
    no less favorable to United States persons than to such country's 
    domestic persons with respect to participation in joint ventures for 
    production.''.
SEC. 4. REPORTS ON JOINT VENTURES AND UNITED STATES COMPETITIVENESS.
    (a) Purpose.--The purpose of the reports required by this section is 
to inform Congress and the American people of the effect of the National 
Cooperative Research and Production Act of 1993 on the competitiveness 
of the United States in key technological areas of research, 
development, and production.
    (b) Annual Report by the Attorney General.--In the 30-day period 
beginning at each 1-year interval in the 6-year period beginning on the 
date of the enactment of this Act, the Attorney General shall submit to 
the Committee on the Judiciary of the House of Representatives and the 
Committee on the Judiciary of the Senate--
        (1) a list of joint ventures for which notice was filed under 
    section 6(a) of the National Cooperative Research and Production Act 
    of 1993 during the 12-month period for which such report is made, 
    including--
            (A) the purpose of each joint venture;
            (B) the identity of each party described in section 6(a)(1) 
        of such Act; and
            (C) the identity and nationality of each person described in 
        section 6(a)(3) of such Act; and
        (2) a list of cases and proceedings, if any, brought during such 
    period under the antitrust laws by the Department of Justice, and by 
    the Federal Trade Commission, with respect to joint ventures for 
    which notice was filed under such section at any time.
    (c) Triennial Report by the Attorney General.--In the 30-day period 
beginning at each 3-year interval in the 6-year period beginning on the 
date of the enactment of this Act, the Attorney General, after 
consultation with such other agencies as the Attorney General considers 
to be appropriate, shall submit to the Committee on the Judiciary of the 
House of Representatives and the Committee on the Judiciary of the 
Senate a description of the technological areas most commonly pursued by 
joint ventures for production for which notice was filed under section 
6(a) of the National Cooperative Research and Production Act of 1993 
during the 3-year period for which such report is made, and an analysis 
of the trends in the competitiveness of United States industry in such 
areas.
    (d) Review of Antitrust Treatment Under Foreign Laws.--In the three 
30-day periods beginning 1 year, 3 years, and 6 years after the date of 
the enactment of this Act, the Attorney General, after consultation with 
such other agencies as the Attorney General considers to be appropriate, 
shall submit to the Committee on the Judiciary of the House of 
Representatives and the Committee on the Judiciary of the Senate a 
report on the antitrust treatment of United States businesses with 
respect to participation in joint ventures for production, under the law 
of each foreign nation any of whose domestic businesses disclosed its 
nationality under section 6(a)(3) of the National Cooperative Research 
and Production Act of 1993 at any time.







                                Speaker of the House of Representatives.







                             Vice President of the United States and    
                                                President of the Senate.

Summary: National Cooperative Production Amendments of 1993 - Amends the National Cooperative Research Act of 1984 to apply such Act to joint ventures for the production of a product, process, or service and the testing in connection with such production. Revises the Act to exclude from the definition of joint venture activities where two or more persons enter into an agreement or engage in any other conduct restricting, requiring, or otherwise involving the marketing, distribution, or provision by any person who is a party to such venture of any product, process, or service other than: (1) the distribution among the parties to such venture of a product, process, or service produced by the venture. (2) the marketing of proprietary information developed through the venture formed under a written agreement entered into before the date of this Act's enactment. Or (3) the licensing, conveying, or transferring of intellectual property developed through such venture formed under a written agreement entered into on or after such date. Excludes from such definition the following activities: (1) entering into any agreement or engaging in any other conduct allocating a market with a competitor. (2) exchanging among competitors information relating to production of a product, process, or service if such information is not reasonably required to carry out the purpose of such venture. (3) entering into any agreement or engaging in any other conduct restricting, requiring, or otherwise involving the production of a product, process, or service. (4) using existing facilities for the production of a product, process, or service by such venture unless such use involves the production of a new product or technology. And (5) entering into any agreement or engaging in any other conduct to restrict or require participation by any party to such venture in any unilateral or joint activity that is not reasonably required to carry out the purpose of such venture, with exceptions. Modifies the rule of reason standard to provide that, in any action under Federal antitrust law or similar State law, the conduct of any person in making or performing a contract to carry out a joint venture shall not be deemed illegal per se, but shall be judged based on its reasonableness, taking into account all relevant factors affecting competition, including effects on competition in properly defined, relevant research, development, product, process, and service markets. Specifies that: (1) for the purpose of determining a properly defined, relevant market, worldwide capacity shall be considered if appropriate in the circumstances. And (2) if a purpose of a joint venture is the production of a product, process, or service, a party to such venture may file a written notification of the identity and nationality of any party to such venture or of the controlling entity. Makes protections of the Act inapplicable with respect to a joint venture's production of a product, process, or service, unless: (1) the principal facilities for such production are located in the United States or its territories. And (2) each person who controls any party to such venture is a US person or a foreign person from a country whose law accords antitrust treatment no less favorable to US persons than to such country's domestic persons with respect to participation in joint ventures for production. Sets forth reporting requirements regarding joint ventures and US competitiveness.