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 harms competition among entities that would have been actual or potential competitors in a relevant market in the absence of the license (entities in a “horizontal relationship”). A restraint in a licensing arrangement may harm such competition, for example, if it facilitates market division or price-fixing. In addition, license restrictions with respect to one market may harm such competition in another market by anticompetitively foreclosing access to, or significantly raising the price of, an important input, or by facilitating coordination to increase price or reduce output. When it appears that such competition may be adversely affected, the Agencies will follow the analysis set forth below.

3.2 Markets Affected by Licensing Arrangements

Licensing arrangements raise concerns under the antitrust laws if they are likely to affect adversely the prices, quantities, qualities, or varieties of goods and services either currently or potentially available. If an arrangement appears likely to have anticompetitive effects, the Agencies normally will identify one or more relevant markets in which the effects are likely to occur. The Agencies will typically analyze the competitive effects of licensing arrangements within the relevant markets for the goods affected by the arrangements. In other cases, however, the Agencies may analyze the effects within a market for technology or a market for research and development.

3.2.1 Goods Markets

A number of different goods markets may be relevant to evaluating the effects of a licensing arrangement. A restraint in a licensing arrangement may have competitive effects in markets for