Material Transfer Agreements
Material Transfer Agreements (MTAs) in Research
A material transfer agreement (MTA) is a contract that governs the transfer of materials between institutions for use in research. Materials may include cell lines, plasmids, nucleotides, proteins, transgenic animals, plant varieties, bacteria, pharmaceuticals, and other chemicals. These agreements are typically only a few pages in length, and address issues such as ownership of the transferred material and of modifications and derivatives made by the recipient, limits on the use and further dissemination of the material by the recipient, publication rights and confidentiality, and rights to inventions and research results.
Overcoming Barriers to Transfers of Published Research Materials Between Non-profit Institutions
The barriers that MTAs can present to the facile flow of published research materials between non-profit institutions have long been recognized. As the NIH has pointed out, each iteration in a negotiation over the terms of a material transfer agreement delays the moment when a research tool may be put to use in the laboratory. Hundreds of thousands of MTAs are negotiated between non-profit institutions across the globe annually, imposing a substantial administrative burden and associated increased costs on universities with little value realized. A recent call to action was made by the U.S. National Research Council (NRC), which identified MTAs as time-consuming and burdensome barriers to the progress of research.
Use of Standard Agreements
One long-recognized strategy to reduce negotiation cost and time is the use of standard or model agreements. In 1995, the NIH published the first and only widely accepted model agreements for transfers of materials, the Simple Letter Agreement for the Transfer of Biological Material (NIH SLA) and the Uniform Biological Material Transfer Agreement (UBMTA), along with guidance for the transfers of research tools. The NIH called on grantees to ensure that unique research resources arising from NIH-funded research are made available to the scientific research community using either no formal agreement or under terms or agreements that are no more restrictive than the UBMTA for most materials, a call that has been renewed by the NRC.
The AUTM MTA Toolkit
Despite the recognized advantages of standard agreements and the encouragement to use them, lack of use has resulted in a missed opportunity to reduce barriers to material transfer. In 2011, AUTM undertook a survey to measure use of the UBMTA and SLA, and understand the reasons many institutions choose not to use them. Based on the insights gained, AUTM has developed a toolkit aimed at encouraging the use of standard agreements. It contains a decision tree to assist technology transfer professionals in selecting an agreement appropriate for the transfer, incorporates easy-to-use fillable forms for existing NIH templates, and a new set of model agreements modifying the UBMTA to make it more adaptable to a wider variety of situations:
- AUTM Model MTAs are free-standing agreements based on the UBMTA that can be immediately used by institutions who are not signatories to the UBMTA master agreement
- AUTM Model MTAs have been developed for materials that do not easily fit within the UBMTA’s definition of biological materials
- References specific to US law and agencies have been broadened to allow the agreement to be readily used by non-US institutions
- Optional additional terms are collected in an appendix, making such modifications to the UBMTA and AUTM Model MTAs straightforward to make and review
- Those additional terms that were frequently requested are presented as standard language to minimize the need for negotiation
- Provision is made for the inclusion of custom clauses when the parties deem it necessary