Competition law, sometimes in coexistence with technology licensing agreements, faces some restrictive practices which, unlike valid and illegal restrictions, are not of a clear competitive situation. Such restrictive practices are suspectedof having anti-competitive consequences, on the one hand, and involve some desirable consequences for commercial markets, on the other. Such a dual nature makes it hard to offer a competitive analysis. Taking into account the experiences of different legal systems, especially American and EU law and that of some Asian countries, this research will first to clarify the notion of suspect restrictions, identify their instances, and then distinguish them from hardcore restrictions and finally, to analyze the legal criteria upon which such restrictions are measured. By showing the deficiencies and ambiguities of the law in force and criticizing the legislative approaches of Iranian law makers, this article will also provide some suggestions for legislative bodies, the Competition Council and judicial courts.