A Material Transfer Agreement (MTA) is a legal contract that governs the transfer of tangible research materials between two organizations, when the recipient intends to use it for his/her own research purposes. The MTA delineates the individual rights of the provider and the recipient with respect to the materials and any derivatives during the performance of such research. Frequently transferred materials are: Biological materials, such as reagents, cell lines, plasmids, and vectors, chemical compounds and software (collectively "Materials").
Three types of MTAs are most common at academic institutions: transfer between academic or research institutions, transfer from academia to industry, and transfer from industry to academia. Each circumstance requires contract negotiations to entail different terms and conditions.
The Office of Sponsored Research Administration (OSRA) is responsible for review and approval of MTAs for all Materials coming into the Weill Medical College (WMC) labs. OSRA must carefully review the terms and conditions of MTAs for incoming Materials so as not to compromise the institution's academic principles, obligations to funding sponsors, or its financial health. OSRA will work with the provider company directly to arrive at terms which are consistent with WMC policy and, for NIH Guidelines if the Principal Investigator ("P.I.") is a NIH grant recipient.
Please Note: It is the responsibility of the WMC P.I. to keep track of his/her obligations with regard to Materials exchanged via MTAs. In particular, the P.I. must be mindful of restrictions on use of the Materials received from third parties, pre-publication review rights of the Material providers and rights in new inventions.
Policy and Procedure for the Transfer of Material(s):
OSRA requires an initial paperwork submission when a P.I. wants to receive Material from an outside entity. Receiving this paperwork upfront should bring any potential contract and research compliance issues to light at the onset of negotiation, helping all parties to avoid extended negotiations. We expect that these initial steps will help to expedite the contract and ensure that all costs (if applicable) and research compliance issues are discussed & hashed out prior to the end of contract negotiations.
Prior to transferring Materials, please submit the following documents to firstname.lastname@example.org for review and approval by the OSRA MTA staff:
- A completed, signed Material Transfer Routing Form ("MTA-RF") (e-signatures are accepted by WMC, not always by providing party)
- Download the MTA Incoming Routing Form (to accompany MTAs; for receipt of Material by WCMC)
- An editable version of the MTA Template provided by the providing party
- Download the MTA Scope of Work Form (A brief description of the proposed research)
- Informed Consent Form (when applicable)
- Provider's full contact information
OSRA will begin to process an MTA only after all required paperwork has been submitted. By receiving this paperwork via email@example.com upfront, OSRA will be alerted to any potential contract and research compliance issues, helping to avoid extensive negotiations.
Material Transfer from Not-For-Profit Institutions/Academic Institutions
The National Institutes of Health and the Association of University Technology Managers (AUTM) developed standard language to simplify material transfers, issued as the Uniform Biological Material Transfer Agreement (UBMTA). The UBMTA is used for many transfers between academic institutions. The UBMTA includes two sample letters: the Implementing Letter Agreement and the Simple Letter Agreement. The Implementing Letter Agreement is used when both parties are signatory to the UBMTA. The Simple Letter is offered for cases when both parties are not signatories and have not signed the UBTMA.
Material Transfer from Industry to WMC
Generally an agreement is provided by industry for the transfer of materials from Industry to WMC. Each industrial MTA is different and must be negotiated separately on a case-by-case basis, depending on the terms used in the agreement, the Investigator's obligations to the sponsor(s) of the research, and the use the investigator plans for the material.
When industry is sending WMC Material, please read the agreement thoroughly for accuracy and determine if you are comfortable with the terms and conditions. Please feel free to add any comments and/or concerns you may have about the terms of the MTA.
Please follow the MTA Policy and Procedures (PDF) for the submission of the MTA submission process.
Material Transfer from WMC to Industry
WMC Center for Technology, Enterprise and Commercialization manages MTAs that are outgoing to industry. For further information about technology transfer at WMC, please see the Office of Technology Development section of this web site.
Tri Institutional MTA
Tri-Institutional hESC-related Material Transfer Agreement will be a Master MTA to govern the transfer of human embryonic stem cell (hesc) lines between the Tri-Institutions (Memorial-Sloan Kettering Cancer Center, The Rockefeller University and Joan & Sanford I. Weill Medical College of Cornell University).
Each institution (and P.I.) would then fill out the Implementing Letter/Routing Form that will accompany the actual transfer of each hesc lines.
Potential Issues in MTAs
Confidentiality: When confidential information is exchanged along with the material, the company may request that such information not be further disclosed. If the information is necessary for interpretation of the research results obtained using the material, that same information may also be required for publication of those results. Having agreed to hold the information confidential could prohibit an investigator from ever publishing the results of work using the company's material.
Delay in publication: In order to protect potentially patentable inventions, companies often demand a review period for the investigator's manuscripts, abstracts or hard-copies of presentation materials. This demand may jeopardize the timeliness of publication.
Use of materials in sponsored research projects: Many industry MTAs contain language that prohibits the use of the material in research that is subject to licensing or consulting obligations to any third party, including the sponsor of the research project.
Definition of material: The industry provider may propose a definition of material that includes not only the original material, but also modifications or derivatives made from the material that incorporate the investigator's original ideas or concepts. If the provider also claimed ownership of the modified material, the provider could own the results of the investigator's research. The investigator could be prevented from using research results in further research, transferring them to other organizations, meeting obligations to research sponsors, or ensuring that the results are made public.
Loss of control of intellectual property: If MTAs preempt ownership rights, investigators may be restricted in their ability to interact with a future sponsor or may have conflicts with obligations to current sponsors. Intellectual property restrictions may prevent the institution from obtaining or conveying rights to future licensees.
Conflicts with existing agreements: Industrial MTAs may contain obligations that conflict with obligations in a preexisting agreement. Also, the material may be used in conjunction with a separate material received under another MTA. These situations could result in granting two or more parties conflicting rights to the same invention.
When MTAs are used in conjunction with federally funded research, the federal government has certain rights to resulting inventions (Bayh-Dole Act).
To determine whether or not the use of material involve select agents, refer to Environmental Health and Safety (EHS) at (212) 746-6201 or firstname.lastname@example.org for assistance in determining select agent status of biological materials. If yes, the permitting and shipment of materials must be coordinated by the Office of Environmental Health and Safety. All materials must be permitted by the Centers for Disease Control and Prevention prior to their receipt. To receive a select agent, WMC must have a permit for the material, the receipt must be approved by CDC, and the shipment must be received by EHS.