Material Transfer Agreements
A Material Transfer Agreement (known as MTA) is a contract governing the transfer of a tangible material from a provider to a recipient. Examples of tangible materials are plant or microbial cultures, monoclonal antibodies, plasmids, nucleotides, proteins and chemicals. In the case of the University of Georgia and the University of Georgia Research Foundation, Inc. (UGARF), an MTA would be with another university, a non-profit organization or a company.
It is essential that an MTA be put in place before materials are sent to a recipient or accepted from a provider. The purpose of an MTA is to avoid misunderstanding between the parties and to protect the interests of both parties.
Completing a Material Transfer Agreement
- Download and complete the MTA Request Form for Incoming Materials. Your original signature is required on the form.
- Send the MTA form as a PDF with the MTA* by mail or fax, or email to:
Technology Commercialization Office (TCO)
Attention: Kim Fleming
627 Boyd Graduate Studies Research Center
kimf@uga.edu - The MTA will be reviewed, negotiated for changes if necessary and signed by an authorized official at UGA.
- TCO will return the MTA to the providing company or university for signature, and provide fully executed copy of the MTA to you. The original MTA will be kept in TCO.
More information: mta@uga.edu or call (706) 542-5929.
- Download and complete the MTA Request Form for Outgoing Materials. Your original signature is required on the form.
- Send the MTA form as a PDF by mail or fax, or email to:
Technology Commercialization Office (TCO)
Attention: Kim Fleming
627 Boyd Graduate Studies Research Center.
kimf@uga.edu - A technology manager in TCO will prepare (and negotiate, if needed) the MTA and obtain the signatures from the company or university. Upon receiving the fully executed MTA, TCO will send you a copy to you.
More information: mta@uga.edu or call (706) 542-5929.
The MTA contracting process can take anywhere from a few days to several weeks and on rare occasions, may take longer to complete. Several factors can impact the length of time it takes to negotiate an MTA such as problematic terms in the agreement, an MTA from a foreign institution, and the responsiveness of the institution providing or receiving the MTA.
MTAs for Incoming Materials
- Please complete the MTA Request Form for Incoming Materials and return it to the Technology Commercialization Office (TCO).
- A TCO staff member will contact you within two to three days IF further information is required from you.
- Upon receipt of the MTA Request Form, a TCO staff member will review the MTA and respond to the provider of the MTA within 5 business days.
- A TCO staff member will forward you a copy of the MTA once it has been signed by both parties.
MTAs for Outgoing Materials
- Please complete the MTA Request Form for Outgoing Materials and return it to TCO.
- A TCO staff member will contact you within two to three days IF further information is required from you.
- Upon receipt of the MTA Request Form, a TCO staff member will prepare an MTA and send it out to the intended recipient of the materials within 5 business days.
- A TCO staff member will forward you a copy of the MTA once it has been signed by both parties. Upon receipt of the signed MTA, you may transfer the materials.
Four critical terms in an MTA can directly impact an investigator’s ability to conduct his/her work:
- publication rights,
- authorized use and length of use,
- confidentiality terms, and
- intellectual property conditions.
MTAs are very specific agreements that relate to an investigator’s use of biological materials provided by an outside party. MTAs authorize a specific investigator, while an employee of UGA and for the duration of the MTA (whichever ends first), to conduct a clearly identified research use of the material to be transferred. MTAs often include limitations on publication rights, restrictions on length and scope of use of the material, requirements of nondisclosure, prohibitions on distributing the material, and intellectual property provisions.
Upon receipt of a proposed MTA from an outside party, a UGA investigator should seriously consider how these factors will impact his or her ability to conduct and publish research.. Spending a few minutes reading an MTA before it is routed for institutional approval may assist you in understanding the restrictions imposed by the provider of the material and prevent misunderstandings with the review staff in the Technology Commercialization Office or their legal advisors.
When considering an MTA, an investigator should keep in mind the following questions:
- Does the MTA prohibit me from publishing, or grant the provider of the material a great deal of control over what, and when I can publish? Is any requested delay in publication reasonable?
- Will I need the materials for uses other than those I originally requested from the provider? Will I need to use these materials for longer than authorized in the MTA? Will the materials be used in conjunction with other materials I have received under and MTA?
- Am I allowed to include in publications all important data, analysis, and results? Will confidentiality restrictions seriously compromise the paper I intend to publish? Do these restrictions impact my ability to present lectures?
- Are the confidentiality restrictions of such nature that if I publish a paper without some of the information about the materials, the quality of that paper will be seriously compromised? Do these restrictions compromise my ability to present lectures?
- Does the provider require ownership of “Modified Derivatives”? What other ownership rights does the provider request, and am I comfortable giving these ownership rights away? What is my funding source for the studies that use the materials? Is there any conflict between the contract that governs the funding and the terms of the MTA?
Example 1
Here is an example of a “bad” MTA once received by the Technology Commercialization Office for review. The MTA originated from a foreign corporation and was related to the transfer of a patented material. When the Technology Commercialization Office received the MTA, it was already signed by a tenure-track UGA investigator. The material was to be used in conjunction with an NIH-sponsored project.
The MTA contained language that allowed the provider to prohibit the investigator from publishing, in any form, results that were obtained either directly or indirectly (i.e., through lessons learned) from the use of the material. Even though the MTA was already signed, the Technology Commercialization Office could not accept these terms and began negotiating.
Negotiations led to the provider’s final offer, which would have required the investigator to submit any proposed publication first to the provider six months before submission to a journal. During the six-month period, the provider was allowed to delete substantial portions of the proposed publication. In addition, the MTA contained vague language which may have given the provider the ability to prohibit publications altogether for a period of up to five years.
The Technology Commercialization Office could not accept these terms, and the MTA was not executed. There are a number of problems with the provider’s requested language. The substantial restrictions on publication would have impeded the junior faculty member’s ability to publish on the project, which could ultimately impact a decision to award tenure. In addition, unreasonable restrictions on publication violate NIH guidelines, and NIH funds were involved in the project for which the material was requested. As a result, acceptance of these terms may have impacted the investigator’s (or UGA’s) ability from being awarded federal funds in the future.
More often though, TCO is able to work with the provider on these restrictions and successful, although long, negotiations are to be expected.
Example 2 relates to an MTA very similar to the first one. It also was received from a foreign entity, this time a government agency.
The Technology Commercialization Office approached the foreign provider to explain the NIH guidelines and the impact to the investigator of the suggested restrictions on publication. After lengthy negotiations, the Technology Commercialization Office was able to convince the provider to transfer the material to the investigator with reasonable restrictions on publication. First, the investigator was to present any proposed publication to the provider 90 days prior to submission for publication. During the 90-day period, the provider was given the opportunity to review the proposed publication for information that was deemed confidential or proprietary to the provider, including patentable subject matter. The investigator agreed to delete any confidential or proprietary information from the proposed publication. The investigator was thereafter free to publish the proposed article, with confidential or proprietary information removed.
This example shows that a provider sometimes may request unreasonable terms, which must be re-negotiated to ensure that the needs of the investigator, the university, and the provider are all met.