AGREEMENT between the Government of the United States of America and the Commission of the European Communities regarding the application of their competition lawsTHE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE COMMISSION OF THE EUROPEAN COMMUNITIES,Recognizing that the world's economies are becoming increasingly interrelated, and in particular that this is true of the economies of the United States of America and the European Communities;Noting that the Government of the United States of America and the Commission of the European Communities share the view that the sound and effective enforcement of competition law is a matter of importance to the efficient operation of their respective markets and to trade between them;Noting that the sound and effective enforcement of the Parties' competition laws would be enhanced by cooperation and, in appropriate cases, coordination between them in the application of those laws;Noting further that from time to time differences may arise between the Parties concerning the application of their competition laws to conduct or transactions that implicate significant interests of both Parties;Having regard to the Recommendation of the Council of the Organization for Economic Cooperation and Development Concerning Cooperation Between Member Countries on Restrictive Business Practices Affecting International Trade, adopted on June 5, 1986;andHaving regard to the Declaration on US-EC Relations adopted on November 23, 1990,HAVE AGREED AS FOLLOWS:Article I Purpose and definitions 1. The purpose of this Agreement is to promote cooperation and coordination and lessen the possibility or impact of differences between the Parties in the application of their competition laws.2. For the purpose of this Agreement, the following terms shall have the following definitions:A. « competition law(s) » shall mean(i) for the European Communities, Articles 85, 86, 89 and 90 of the Treaty establishing the European Economic Community, Regulation (EEC) Nº 4064/89 on the control of concentrations between undertakings, Articles 65 and 66 of the Treaty establishing the European Coal and Steel Community (ECSC), and their implementing Regulations including High Authority Decision Nº 24-54, and(ii) for the United States of America, the Sherman Act (15 USC §§ 1-7), the Clayton Act (15 USC §§ 12-27), the Wilson Tariff Act (15 USC §§ 8-11), and the Federal Trade Commission Act (15 USC §§ 41-68, except as these sections relate to consumer protection functions),as well as such other laws or regulations as the Parties shall jointly agree in writing to be a « competition law » for purposes of this Agreement;B. « competition authorities » shall mean (i) for the European Communities, the Commission of the European Communities, as to its responsibilities pursuant to the competition laws of the European Communities, and (ii) for the United States, the Antitrust Division of the United Stated Department of Justice and the Federal Trade Commission;C. « enforcement activities » shall mean any application of competition law by way of investigation or proceeding conducted by the competition authorities of a Part; andD. « anticompetitive activities » shall mean any conduct or transaction that is impermissible under the competition laws of a Party.Article II Notification 1. Each Party shall notify the other whenever its competition authorities become aware that their enforcement activities may affect important interests of the other Party.2. Enforcement activities as to which notification ordinarily will be appropriate include those that:(a) are relevant to enforcement activities of the other Party;(b) involve anticompetitive activities (other than a merger or acquisition) carried out in significant part in the other Party's territory;(c) involve a merger or acquisition in which one or more of the parties to the transaction, or a company controlling one or more of the parties to the transaction, is a company incorporated or organized under the laws of the other Party or one of its States or Member States;(d) involve conduct believed to have been required, encouraged or approved by the other Party; or(e) involve remedies that would, in significant respects, require or prohibit conduct in the other Party's territory.3. With respect to mergers or acquisitions required by law to be reported to the competition authorities, notification under this Article shall be made:(a) in the case of the Government of the United States of America,(i) not later than the time its competition authorities request, pursuant to 15 USC § 18 a (e), additional information or documentary material concerning the proposed transaction,(ii) when its competition authorities decide to file a complaint challenging the transaction, and(iii) where this is possible, far enough in advance of the entry of a consent decree to enable the other Party's views to be taken into account; and(b) in the case of the Commission of the European Communities,(i) when notice of the transaction is published in the Official Journal, pursuant to Article 4 (3) of Council Regulation Nº 4064/89, or when notice of the transaction is received under Article 66 of the ECSC Treaty and a prior authorization from the Commission is required under that provision,(ii) when its