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Material Transfer Agreement

What is an MTA

Material Transfer Agreements (MTAs) are contractual documents used for the acquisition by ODU researchers of various biological and research materials developed by other universities, nonprofits, governments and private industry. Examples of these research materials include transgenic mice, cell lines, gene constructs, antibodies or chemical compounds for pre-clinical research use. Often these materials are a necessary component of a research project and are available only from a sole source, such as industry. The MTA defines the rights of the provider and the recipient with respect to the materials and any derivatives. Industry may view their materials as important proprietary resources and may want to assert ownership of any inventions made with those materials or restrict publication of unfavorable results. Through negotiation, Old Dominion University will want to ensure that MTA terms permit full dissemination of research results, and do not conflict with other university policies, including the university's nonprofit mission. When ODU's Vice President of Research (or his/her designee in the Office of Research) signs the MTA, the ODU researcher and his or her lab is obligated to follow the terms of the MTA.

Old Dominion University is a state-supported entity that receives a large proportion of its research funding from the U.S. federal government. For example, ODU will review MTAs for biological materials to ensure compliance with National Institutes of Health (NIH) policies, including the Principles and Guidelines for Recipients of NIH Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources.

There are two types of Material Transfer Agreements:

1

Incoming MTAs

an agreement that governs the use of research materials from an outside organization by an ODU researcher. If the external party (transferor of materials) specifically requires an MTA to be in place prior to the transfer, then the incoming draft MTA must be reviewed, negotiated and executed by ODU’s Office of Research.


2

Outgoing MTAs

an agreement that governs the transfer of research material from ODU to outside researchers. Depending on the material, the ODU researcher may need to check in advance with ODU’s Office of Environmental Health & Safety to ensure safe packaging and shipping of the materials. Researchers should notify the Research Compliance group (email: arubenst@odu.edu) prior to sending out any biological materials to a third party to ensure that any applicable research compliance approvals are in place at ODU.


When would you need an MTA?

In an incoming situation, a vendor supplying materials to ODU requests an MTA, the ODU researcher must initiate an MTA through ODU's Office of Research. However, if a vendor supplying the materials to ODU does not request an MTA, then ODU does not request an MTA nor require an MTA. For outgoing situations (ODU researcher will be supplying material to a third party outside of ODU), the ODU researcher must initiate an MTA through ODU's Office of Research.

Uniform Biological Material Transfer Agreement

Old Dominion University is a signatory to the Uniform Biological Material Transfer Agreement (UBMTA) Master Agreement, a contracting mechanism published by NIH to facilitate the transfer of biological material between academic institutions. For institutions who have agreed to the terms of the UBMTA Master Agreement, it is not necessary to negotiate individualized terms for each transfer of a biological material. An Implementing Letter is executed, instead, which identifies the biological material, as well as the providing institution and receiving institution. Whenever possible, ODU's Office of Research will utilize the UBMTA to expedite the transfer of applicable biological materials.

Repository Deposits

To facilitate broader access to research resources, Old Dominion University encourages its researchers to consider depositing ODU-owned research tools into nonprofit repositories or biological resource centers (BRCs) to further distribute them to the scientific community. Select examples of nonprofit repositories include Addgene, American Type Culture Collection (ATCC), and Coriell Institute for Medical Research. Researchers who identify a nonprofit repository of interest that will accept the materials can initiate an outgoing MTA with an Unfunded Agreement Request Form.

What are selected principles and practices of MTAs at ODU?

Academic Freedom and Publication

Old Dominion University has an obligation to preserve research freedom, safeguard appropriate authorship, and ensure timely disclosure of ODU scientists' research findings through publications and presentations at scientific meetings. Excessive publication delays (to enable other party to review publication draft for possible disclosure of confidential information), requirements for editorial control, approval of publications, or withholding of data undermine the credibility of research results and are unacceptable.

Definition of Material

MTAs should adequately define with specificity the material that that is being transferred so that there will not be a dispute later over what material was covered under the terms of the MTA.

Taking material “As Is”

Material is experimental and may have hazardous properties. Except to the extent prohibited by law (e.g. gross negligence or willful misconduct by the Provider), Recipient typically assumes all liability for damages which may arise from material's use, storage or disposal. No representations or warranties of the material are given by the Provider.

Ownership of intellectual property by a material provider

If an MTA states that the material provider will own any resulting intellectual property generated by the ODU investigator from the material, the ODU investigator may be restricted in his/her ability to interact with a future sponsor, may have obligations to current sponsors, may be prohibited from publishing and may be unable to use the research results in future research. ODU does not assign intellectual property rights to an external provider of material for novel, non-obvious and useful products that are created by an ODU researcher from research work that is done with the provided material.

Use of materials in sponsored research projects

Some industry MTAs contain language that prohibit the use of material in research that is subject to licensing or consulting obligations to any third party, including the sponsor of the research project. In that case, researchers will need to identify what funds will be used to support the project if no external funds, including NIH funds, may be used to support the project.


How do you initiate an MTA?

If you are a researcher at ODU, submit an Unfunded Agreement Request Form, along with an attachment of any draft agreement provided by the other party. If the other party has not provided a draft agreement, the Office of Research has a template of an ODU-approved MTA that can be used to initiate discussions with the other party. Note: ensure any necessary protocols have been approved by the university prior to submitting an Unfunded Agreement Request form (see answer to question #1 under FAQs section).


Frequently Asked Questions (FAQs) about MTAs

What compliance steps need be performed before a researcher can initiate an MTA?

  • If human subject research is federally supported, there must be a protocol approved by the Institutional Review Board (College Committee if non-federally supported) before an MTA can be executed.
  • If research uses recombinant-DNA, Biohazards and Bloodborne Pathogens, there must be a protocol approved by the Institutional Biosafety Committee before an MTA can be executed.
  • If animal research is involved, there must be a protocol approved by the Institutional Animal Care and Use Committee (IACUC) before an MTA can be executed.

What if someone outside of your direct supervision requests the “Material”?

Do not distribute the material. Simply refer the individual to the Provider. Oftentimes the agreement states that the Provider agrees to make material available, under similar terms, to other scientists (at least at nonprofits) who wish to replicate Recipient Scientist's research and will reimburse preparation and distribution costs.

Who retains ownership of the “Material”?

Provider typically retains ownership of the material, including any material contained or incorporated in modifications.

What happens to the “Material” when the agreement terminates?

Recipient typically will discontinue using the Material, and will, upon direction of the Provider, return or destroy any remaining material.

Do recipient scientists need to acknowledge the source of the “Material” in publications?

Yes, it is good scientific citizenship to acknowledge the source of critical materials in publications. In fact, many MTAs explicitly require the source of the material to be acknowledged in publications.

Can you use or license the “Material” for commercial purposes?

No, unless the Recipient in advance of such use negotiates with the Provider to establish the terms of a commercial license.

Should a researcher submit an MTA request if he or she is only receiving or sending data without any physical materials?

No, you would need to submit a request for a Data Use Agreement (DUA) to ODU's Research Compliance group by email to: ARubenst@odu.edu

How will the ODU researcher know when the MTA has been finalized?

The Agreement Compliance Manager will distribute via email the executed MTA to the ODU Principal Investigator.

Who is authorized to sign an MTA at ODU?

Only the Vice President of Research (or his/her designee in the Office of Research) is authorized to sign an MTA to obligate Old Dominion University. Some MTAs will have additional signature lines for both the provider scientist and the recipient scientist. If Principal Investigators or lab personnel exclusively sign an MTA from ODU, they could be held personally liable for a lawsuit that results from the transfer of materials.

Who should the Principal Investigator contact with questions about an MTA?