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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.
Technology Commercialization Office (TCO)
Attention: Kim Fleming
808 Boyd Graduate Studies Research Center
kimf@uga.edu
More information: kimf@uga.edu or call (706) 542-5929.
Technology Commercialization Office (TCO)
Attention: Kim Fleming
627 Boyd Graduate Studies Research Center.
kimf@uga.edu
More information: kimf@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.
Four critical terms in an MTA can directly impact an investigator’s ability to conduct his/her work:
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:
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.