When transferring material from Einstein to a third party (another academic institution, a nonprofit organization or a for-profit company), a Material Transfer Agreement needs to be executed to protect Einstein and its inventors from unauthorized use and/or distribution of the material. Third parties transferring material to Einstein may also require the execution of a material transfer prior to sending material. A representative of the office of biotechnology will sign Material Transfer Agreements on behalf of Einstein.
To learn more about Material Transfer Agreements, please read the information below. Our standard Outgoing Material Transfer Agreements for academic and nonprofit organizations may be found in the Forms & Policies section of our website. Outgoing Material Transfer Agreements for industry and/or for-profit companies are negotiated on a case-by-case basis, which is further explained below.
What is a Material Transfer Agreement? Why are MTAs important? What is the difference between Incoming and Outgoing MTAs? Is processing an MTA a complicated and lengthy procedure?
Where are the necessary forms?
What is a Material Transfer Agreement?
A Material Transfer Agreement (MTA) is a contract governing the exchange of patented and nonpatented biological and nonbiological material for research and occasionally other purposes within the scientific community, including academic institutions, other nonprofits and industry. (Software is an example of a nonbiological material that may be exchanged using an MTA.) An MTA is a legal contract between the owner of the material (Provider) and a party requesting permission to obtain and use the material for research purposes (Recipient). MTAs typically cover the transfer of a variety of types of material, including cell lines, DNA clones, antibodies, animal models and other reagents. Every year Einstein engages in a significant volume of material transfer, and, in a typical year, the office of biotechnology processes over 400 MTAs.
Why are MTAs important?
MTAs are important because they protect the rights of both parties. They address issues such as:
- Ownership of the original material and modifications or derivatives made by the Recipient;
- Limits on use of the material by the Recipient and the Recipient’s liability;
- Limits on the further distribution of material and derivatives or modifications by the Recipient;
- Publication rights; and
- Rights to inventions arising out of the use of material.
What is the difference between Incoming and Outgoing MTAs?
Incoming MTAs involve situations in which Einstein investigators request material from an academic, nonprofit or commercial entity, and Einstein enters into reasonable agreements to satisfy this request. All incoming MTAs require signatures from the scientist requesting the material and an authorized representative of the office of biotechnology. All Material Transfer Agreements must be forwarded to this office for processing by e-mailing firstname.lastname@example.org.
Outgoing MTAs involve situations in which Einstein provides material to nonprofit or commercial entities that request it.
Transfers to academic and other nonprofit institutions
Academic and other nonprofit institutions that request material may be directed to download Einstein's MTA directly from the office website. The requestor should provide the requested information and return the MTA to Einstein signed by the Recipient scientist and by an authorized representative of the Recipient scientist's institution.
If you are repeatedly getting material transfer requests from academic and nonprofit institutions, you should consider depositing your research tools into an Einstein-approved repository. The service, offered by our offices, is primarily intended for material that has generated noncommercial, academic interest. You can read more about this option on our Research Tool Repositories page or you can e-mail email@example.com.
Transfers to industry and for-profit organizations
Agreements to transfer material to industry are negotiated on a case-by-case basis and are designed to reflect the nature of the intended use of the material by the Recipient. The intended uses may vary and may include such purposes as internal research, manufacturing, quality control, sale of the research reagent or application in performance of a service. In some instances a Material Transfer Agreement is the appropriate agreement with which to transfer material, and in other instances a license or another agreement is the appropriate method for transferring material. To determine the most appropriate agreement for a given situation, the Recipient is asked to provide the following information:
- How will the Recipient use the material (internal research, manufacturing, sale of a product/service or other use)?
- For what purpose does the Recipient wish to use the material?
- If the material is being used for internal research, does the Recipient anticipate needing the material for any other purpose after the research is completed? If so, for what other purpose does the Recipient wish to use the material?
- For how long will the Recipient need the material?
- At which sites will the material be used?
- How much material will the Recipient need?
Material Transfer Agreements and other licenses involving industry are generally granted on a nonexclusive basis to the Recipient and are subject to the payment of license fees. All income generated from such licenses is distributed in accordance with the Patent Policy, which allows for one-third of the net income to go directly to the inventor’s research laboratory and another one-third to benefit the inventor personally. All requests from industry for material made at Einstein should be referred to the office of biotechnology at firstname.lastname@example.org or by stopping by the office.
Additionally, please note that the office of business development has launched its Agent Reagent Program, in which it is proactively marketing Einstein research tools to industry partners.
Is processing an MTA a complicated and lengthy procedure?
MTAs with academic institutions
Not always. Einstein, like many other U.S. academic institutions, is a signatory to the Uniform Biological Material Transfer Agreement (UBMTA). For academic transfers the office prefers to use the Simple Letter Agreement, which is a standard form recommended by the National Institutes of Health (NIH). Use of these widely accepted agreements greatly facilitates the exchange of material among academics, since the agreements may be executed without further negotiation between the parties.
MTAs with industry
Exchange of material with industry is managed on a case-by-case basis. The single most significant delay in finalizing incoming MTAs from industry is negotiating acceptable terms. In many cases, industry MTAs include terms that conflict with Einstein’s policy, NIH guidelines or legal obligations required of federally funded institutions. Most negotiations center on two concerns: a company's desire to own the inventions as well as the data arising from research using company material, and the company's desire to control or unduly delay publication. The office of biotechnology’s role in the process is to ensure that MTAs are negotiated to be in compliance with Einstein and NIH policies, as well as with our legal obligations. It is our intent to protect the best interests of both Einstein and our faculty-inventors in these negotations.
All MTAs must be reviewed by the office of biotechnology and should be directed to:
Where are the necessary forms?
The forms discussed can be found under Forms & Policies. There you will find the following related items:
- MTA Simple Letter Agreement (to be used if material is transferred between academic/nonprofit entities)
- Human MTA (to be used if material has human origin and is transferred between academic/nonprofit entities)
- CCI Cover Sheet — Outgoing Materials (to be used if material has human origin); CCI Cover Sheet — Incoming Materials (to be used if material has human origin)