National Cooperative Research Act of 1984
PL 98-462 (S.1841), enacted 10/11/1984

PUBLIC LAW 98-462—OCT. 11, 19H4 
98 STAT. 1815 
Public Law 98-462 
98th Congress 
An Act 
To promote research and development, encourage innovation, stimulate trade, and 
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make necessary and appropriate modifications in the operation of the antitrust 
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[S. 1841] 
Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled. 
National 
SHORT TITLE 
Cooperative 
Research Act of 
1984. 
SECTION 1. This Act may be cited as the "National Cooperative 
Research Act of 1984". 
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DEFINITIONS 
note. 
SEC. 2. (a) For purposes of this Act: 
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(1) The term "antitrust laws" has the meaning given it in 
subsection (a) of the first section of the Clayton Act (15 U.S.C. 
12), except that such term includes section 5 of the Federal 
Trade Commission Act (15 U.S.C. 45) to the extent that such 
section 5 applies to unfair methods of competition. 
(2) The term "Attorney (Jeneral" means the Attorney General 
of the United States. 
(3) The term "Commission" means the Federal Trade 
Commission. 
(4) The term "person" has the meaning given it in subsection 
(a) of the first section of the Clayton Act (15 U.S.C. 12(a)). 
(5) The term "State" has the meaning given it in section 4G(2) 
of the Clayton Act (15 U.S.C. 15g(2)). 
(6) The term "joint research and development venture" 
means any group of activities, including attempting to make, 
making, or performing a contract, by two or more persons for 
the purpose of— 
(A) theoretical analysis, experimentation, or systematic 
study of phenomena or observable facts, 
(B) the development or testing of basic engineering 
techniques, 
(C) the extension of investigative findings or theory of a 
scientific or technical nature into practical application for 
experimental and demonstration purposes, including the 
experimental production and testing of models, protot3rpes, 
equipment, materials, and processes, 
(D) the collection, exchange, and anedysis of research 
information, or 
(E) any combination of the purposes specified in subpara-
graphs (A), (B), (C), and (D), 
and may include the establishment £md operation of facilities 
for the conducting of research, the conducting of such venture 
on a protected and proprietary basis, and the prosecuting of 
applications for patents and the granting of licenses for the 
98 STAT. 1816 
PUBLIC LAW 98-462—OCT. 11, 1984 • 
results of such venture, but does not include any activity speci-
fied in subsection (b). 
(b) The term "joint research and development venture" excludes 
the following activities involving two or more persons: 
(1) exchanging information among competitors relating to 
costs, sales, profitability, prices, marketing, or distribution of 
any product, process, or service that is not reasonably required 
to conduct the research and development that is the purpose of 
such venture, 
(2) entering into any agreement or engaging in any other 
conduct restricting, requiring, or otherwise involving the pro-
duction or marketing by any person who is a party to such 
venture of any product, process, or service, other than the 
production or marketing of proprietary information developed 
through such venture, such as patents and trade secrets, and 
(3) entering into any agreement or engaging in any other 
conduct— 
(A) to restrict or require the sale, licensing, or sharing of 
inventions or developments not developed through such 
venture, or 
(B) to restrict or require participation by such party in 
other research and development activities, 
that is not reasonably required to prevent misappropriation of 
proprietary information contributed by any person who is a 
party to such venture or of the results of such venture. 
RULE OF REASON STANDARD 
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SEC. 3. In any action under the antitrust laws, or under any State 
law similar to the antitrust laws, the conduct of any person in 
making or performing a contract to carry out a joint research and 
development venture shall not be deemed illegal per se; such con-
duct shall be judged on the basis of its reasonableness, taking into 
account all relevant factors affecting competition, including, but not 
limited to, effects on competition in properly defined, relevant 
research and development markets. 
LIMITATION ON RECOVERY 
Claims. 
SEC. 4. (a) Notwithstanding section 4 of the Claj^on Act (15 U.S.C. 
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15) and in lieu of the relief specified in such section, any person who 
is entitled to recovery on a claim under such section shall recover 
the actual damages sustained by such person, interest calculated at 
the rate specified in section 1961 of title 28, United States Code, on 
such actual damages as specified in subsection (d), and the cost of 
suit attributable to such claim, including a reasonable attorney's fee 
pursuant to section 5 of this Act if such claim— 
(1) results from conduct that is within the scope of a notifica-
tion that has been filed under section 6(a) of this Act for a joint 
research and development venture, and 
(2) is filed after such notification becomes effective pursuant 
to section 6(c) of this Act. 
(b) Notwithstanding section 40 of the Clayton Act (15 U.S.C. 15c), 
and in lieu of the relief specified in such section, any State that is 
entitled to monetary relief on a claim under such section shall 
recover the total damage sustained as described in subsection (a)(1) 
of such section, interest calculated at the rate specified in section 
PUBLIC LAW 98-462—OCT. 11, 1984 
98 STAT. 1817 
1961 of title 28, United States Code, on such total damage as 
specified in subsection (d), and the cost of suit attributable to such 
claim, including a reasonable attorney's fee pursuant to section 4C 
of the Clayton Act if such claim— 
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(1) results from conduct that is within the scope of a notifica-
tion that has been filed under section 6(a) of this Act for a joint 
research and development venture, and 
(2) is filed after such notification becomes effective pursuant 
to section 6(c) of this Act. 
(c) Notwithstanding any provision of any State law providing 
damages for conduct similar to that forbidden by the antitrust laws, 
any person who is entitled to recovery on a claim under such 
provision shall not recover in excess of the actual damages sustained 
by such person, interest calculated at the rate specified in section 
1961 of title 28, United States Code, on such actual damages as 
specified in subsection (d), and the cost of suit attributable to such 
claim, including a reasonable attorney's fee pursuant to section 5 of 
this Act if such claim— 
(1) results from conduct that is within the scope of a notiflca- 
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tion that has been filed under section 6(a) of this Act for a joint 
research and development venture, and 
(2) is filed after notification has become effective pursuant to 
section 6(c) of this Act. 
(d) Interest shall be awarded on the damages involved for the 
period beginning on the earliest date for which injury can be 
established and ending on the date of judgment, unless the court 
finds that the award of all or part of such interest is unjust in the 
circumstances. 
(e) This section shall be applicable only if the challenged conduct 
of a person defending against a claim is not in violation of any 
decree or order, entered or issued after the effective date of this Act, 
in any case or proceeding under the antitrust laws or any State law 
similar to the antitrust laws challenging such conduct as part of a 
joint research and development venture. 
ATTORNEY'S FEES 
SEC. 5. (a) Notwithstanding sections 4 and 16 of the Clayton Act, in 
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any claim under the antitrust laws, or any State law similar to the 
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antitrust laws, based on the conducting of a joint research and 
development venture, the court shall, at the conclusion of the 
action— 
(1) award to a substantially prevailing claimant the cost of 
suit attributable to such claim, including a reasonable attor-
ney's fee, or 
(2) award to a substantially prevailing party defending 
against any such claim the cost of suit attributable to such 
claim, including a reasonable attorney's fee, if the claim, or the 
claimant's conduct during the litigation of the claim, was frivo-
lous, unreasonable, without foundation, or in bad faith. 
(b) The award made under subsection (a) may be offset in whole or 
in part by an award in favor of any other party for any part of the 
cost of suit, including a reasonable attorney's fee, attributable to 
conduct during the litigation by any prevailing party that the court 
finds to be frivolous, unreasonable, without foundation, or in bad 
faith. 
98 STAT. 1818 
PUBLIC LAW 98-462—OCT. 11, 1984 
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Federal 
Register, 
publication. 
Public informa-
tion. 
Confidentiality. 
DISCLOSURE OF JOINT RESEARCH AND DEVELOPMENT VENTURE 
SEC. 6. (a) Any party to a joint research and development venture, 
acting on such venture's behalf, may, not later than 90 days after 
entering into a written agreement to form such venture or not later 
than 90 days after the date of the enactment of this Act, whichever 
is later, file simultaneously with the Attorney General and the 
Commission a written notification disclosing— 
(1) the identities of the parties to such venture, and 
(2) the nature and objectives of such venture. 
Any party to such venture, acting on such venture's behalf, may file 
additional disclosure notifications pursuant to this section as are 
appropriate to extend the protections of section 4. In order to 
maintain the protections of section 4, such venture shall, not later 
than 90 days after a change in its membership, file simultaneously 
with the Attorney General and the Commission a written notifica-
tion disclosing such change. 
(b) Except as provided in subsection (e), not later than 30 days 
after receiving a notification filed under subsection (a), the Attorney 
General or the Commission shall publish in the Federal Register a 
notice with respect to such venture that identifies the parties to 
such venture and that describes in general terms thp area of 
planned activity of such venture. Prior to its publication, the con-
tents of such notice shall be made available to the parties to such 
venture. 
(c) If with respect to a notification filed under subsection (a), 
notice is published in the Federal Register, then such notification 
shall operate to convey the protections of section 4 as of the earlier 
of— 
(1) the date of publication of notice under subsection (b), or 
(2) if such notice is not so published within the time required 
by subsection (b), after the expiration of the 30-day period 
beginning on the date the Attorney General or the Commission 
receives the applicable information described in subsection (a). 
(d) Except with respect to the information published pursuant to 
subsection (b)— 
(1) all information and documentary material submitted as 
part of a notification filed pursuant to this section, and 
(2) all other information obtained by the Attorney General or 
the Commission in the course of any investigation, administra-
tive proceeding, or case, with respect to a potential violation of 
the antitrust laws by the joint research and development ven-
ture with respect to which such notification was filed, 
shall be exempt from disclosure under section 552 of title 5, United 
States Code, and shall not be made publicly available by any agency 
of the United States to which such section applies except in a 
judicial or administrative proceeding in which such information and 
material is subject to any protective order. 
(e) Any person who files a notification pursuant to this section 
may withdraw such notification before notice of the joint research 
and development venture involved is published under subsection (b). 
Any notification so withdrawn shall not be subject to subsection (b) 
and shall not confer the protections of section 4 on any person with 
respect to whom such notification was filed. 
(f) Any action taken or not taken by the Attorney General or the 
Commission with respect to notifications filed pursuant to this 
section shall not be subject to judicial review. 
PUBLIC LAW 98-462—OCT. 11, 1984 
98 STAT. 1819 
(gXD Except as provided in paragraph (2), for the sole purpose of 
establishing that a person is entitled to the protections of section 4, 
the fact of disclosure of conduct under section 6(a) and the fact of 
publication of a notice under section 60t)) shall be admissible into 
evidence in any judicial or administrative proceeding. 
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(2) No action by the Attorney General or the Commission taken 
pursuant to this section shall be admissible into evidence in any 
such proceeding for the purpose of supporting or answering any 
claim under the antitrust laws or under any State law similar to the 
antitrust laws. 
Approved October 11, 1984. 
LEGISLATIVE HISTORY—S. 1841 (H.R. 5041): 
HOUSE REPORTS: No. 98-1044 (Comm. of Conference) and No. 98-656 accompanying 
H.R. 5041 (Comm. on the Judiciary). 
SENATE REPORT No. 98-427 (Comm. on the Judiciary). 
CONGRESSIONAL RECORD, Vol. 130 (1984): 
May 1, H.R. 5041 considered and passed House. 
July 31, considered and passed Senate. 
Aug. 9, considered and passed House, amended, in lieu of H.R. 5041. 
Sept. 26, Senate agreed to conference report. 
Oct. 1, House agreed to conference report.