Extract to table

Accordingly, Article 101 TFEU is applicable, and the Agreement must either fall outside the scope of Article 101(1) or qualify for exemption

If either party's market share exceeds 30%, the agreement falls outside the safe harbor and must be assessed individually under Article 101(1) and (3) TFEU

Importantly, even if an agreement falls outside the VBER because the market share threshold is exceeded, it does not automatically violate Article 101(1); it simply means that the agreement cannot benefit from the block exemption and must be evaluated on its own merits

Certain types of restrictions are "excluded" from the benefit of the VBER, meaning that while their inclusion does not remove the entire agreement from the safe harbor, the specific excluded restriction itself is not exempted and must be assessed individually under Article 101(1) and (3)

2 of the Agreement expressly provides that Meridian "shall be free to determine, in its sole discretion, the prices at which it resells Lumos Prism™ subscriptions to end users

4 of the Agreement, Meridian may appoint sub-distributors only with Lumos's prior written consent, which shall not be unreasonably withheld