What is a Material Transfer Agreement?
A Material Transfer Agreement (MTA) is a contract, generally without funding, which provides a legal framework to govern the exchange of research materials between academic, government, and commercial organizations. The types of materials transferred under MTAs may include anything from software to cell lines, cultures, plasmids, nucleotides, proteins, bacteria, pharmaceuticals, chemicals, and other proprietary physical materials and transgenic animals.
Why Are MTAs Important?
MTAs are important because they delineate the rights, obligations, and restrictions of both the providing and receiving scientists with respect to issues such as:
- Ownership of materials and modifications or derivatives of the materials made by the recipient;
- Limits on the recipient’s use of the materials and related liability;
- Provisions governing the return or disposal of the materials at the conclusion of the agreement;
- Restrictions on the recipient’s ability to transfer the material, modifications, and derivatives to third parties;
- Rights to inventions resulting from the use of the materials;
- Rights to publish research obtained through the use of the materials;
- Reporting and confidentiality obligations.
Whenever a member of the faculty wishes to obtain materials from a third party (whether from a non-profit or for-profit institution), the receiving scientist should complete our Incoming Submittal Form (.pdf) and attach a copy of the MTA for our review, negotiation and signature.
Whenever a member of the faculty wishes to provide materials to a third party (whether from a non-profit or for-profit institution), the sending scientist should complete our Outgoing Submittal Form (.pdf) and attach a copy of the MTA for our review, negotiation and signature.
When Should I use a Uniform Biological Material Transfer Agreement (UBMTA)?
Exchange of biological (or any other types of) materials between academic or other not-for-profit institutions is relatively straightforward, especially if using the UBMTA (Uniform Biological Material Transfer Agreement) formats that were developed by AUTM (Association of University Technology Managers)and approved by the NIH (National Institutes of Health). There are two UBMTA formats: the UBMTA Implementing Letter (.doc) and the Simple Letter Agreement (.doc). The former is used for transfer of materials which are the subject of a patent or patent application or which have been or are likely to be commercially licensed. The Simple Letter Agreement is used for all other transfers. The Office of Technology Transfer (OTT) strongly encourages faculty members to use these formats when transferring materials to colleagues in academia. If you have any questions regarding which format to use, please contact us.
What if I want to transfer materials with a for-profit company?
Transfer of materials to or from industry is usually managed on a case by case basis. We have developed a number of formats for transfer of materials from Rice to a company, depending on the company's intended use. Please contact us if you are contemplating transfer of materials to a for-profit entity, and we will determine the appropriate format.
Because the intellectual considerations are unique for each situation, each MTA is negotiated a case-by-case basis, with particular issues being more important to one company than to another.
The following, however, are a number of recurring issues:
- Confidentiality: When confidential information is exchanged along with the material, the company requests that such information not be further disclosed. If the information is necessary for interpretation of the results obtained using the material, that same information may also be required for meaningful publication of those results. Having agreed to hold the information confidential could, therefore, prohibit an investigator from publishing his/her research. There are several ways to deal with this issue. We can: (a) request that no confidential information be provided, (b) request that only confidential information that is not required for publication be provided (i.e., background confidential information), or (c) request that any confidential information which is provided be disclosed if the investigator can demonstrate that such disclosure is necessary for meaningful publication.
- Delay in Publication: In order to protect potentially patentable inventions, companies often demand a review period for manuscripts, abstracts, or hard-copies of presentation materials. This demand may jeopardize the timeliness of publication. Rice policies allow for a delay of no more than thirty days for review of manuscripts prior to submission, with the possibility of an additional thirty-day delay (i.e., sixty days in total) for filing of patents.
- Intellectual Property: Care must be taken to assure appropriate protection of Rice’s rights in inventions (including modifications and derivatives of the materials) that are conceived and/or reduced to practice by the investigator in the performance of the research with the materials.
- Replication: Many scientific journals require that materials be made available to other academic investigators for independent verification of research results. We therefore request that companies transferring materials to Rice investigators agree to provide those same materials to other academic scientists who wish to repeat the published experiments. Although some companies argue that such provisions jeopardize the company's control over its own material, a middle ground can usually be found that accommodates each party's needs.
How can I speed up processing of my MTA?
OTT’s goal is to provide the Rice community quick and easy processing of MTAs. To help us expedite processing of your MTA, please fill out the MTA Routing Form completely. Anything unusual about the material or the agreement should be noted. Be sure to provide contact information for the provider and recipient. You may route the form and the MTA to us for review electronically via e-mail. We will contact you with any questions.
Generally, we are able to finalize MTAs from non-profit entities faster than MTAs from for-profit entities, because for-profit agreements often contain more terms that require negotiations. For each MTA, our office must check that the terms of agreement are consistent with university policy, compliance regulations are adhered to, and any conflicts of interest are managed before the agreement takes effect.
Who Should I Contact about MTAs?
For further information or questions regarding MTAs, please send an email to firstname.lastname@example.org.