Material Transfer Agreements
Overview
A Material Transfer Agreement ("MTA") is a legal contract that governs the transfer of one or more materials from the owner to an institution (for-profit or non-profit) for research purposes. An MTA covers such issues as ownership of the transferred materials and of modifications and derivatives made by the recipient, confidentiality of information related to the materials, and rights to inventions and research results, including publications. CTTC is responsible for review and approval of MTAs for all materials coming into VU labs and for certain outgoing materials as well. It is appreciated that investigators are concerned about delays to their research projects; however, CTTC 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. Instances may arise in which some Vanderbilt research or activities will involve the transfer of technology, information, materials or equipment that are subject to regulation and restriction under federal export control laws. The Vanderbilt Export Compliance (VEC) office helps faculty and staff navigate and understand the various export control laws and regulations as they relate to their work at Vanderbilt.
Forms
About The Universal Biological Material Transfer Agreement
On March 8, 1995, the National Institutes of Health (NIH) (on behalf of the Public Health Service and the Centers for Disease Control) published the final version of the Uniform Biological Material Transfer Agreement (UBMTA) and a Simple Letter Agreement for the Transfer of Non-Proprietary Biological Material.
For institutions, such as Vanderbilt, which have signed the UBMTA Master Agreement, materials can be transferred under the terms of the UBMTA upon execution of an Implementing Letter for the particular transfer.
The Association of University Technologies Managers (AUTM) agreed with NIH that, as a matter of convenience, AUTM will serve as the repository for the signed UBMTA Master Agreements from those institutions wishing to use the UBMTA for some or all of their exchanges of biological materials. AUTM archives the signed Master Agreements in the original form received and will periodically post a listing including: the name of the institution, the name and title of the official signatory, and the date the Master Agreement was signed.
The UBMTA is appropriate for most transfers of Vanderbilt materials to other academic recipients.
Important Note on Investigator Obligations
It is the responsibility of the Vanderbilt investigator to keep track of his/her obligations with regard to materials exchanged via MTAs. In particular, the PI 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. Private companies generally regard any materials they provide to the academic community as highly proprietary and do so as a favor only if the recipient organization agrees to certain terms. Usually the terms involve some first right of the provider to a license to any discoveries made by the PI as a result of using the company material. Some of the company-proposed terms may be in conflict with Vanderbilt University policies and/or NIH Guidelines. CTTC will work with the provider company to arrive at terms which are consistent with Vanderbilt policy and, for NIH Guidelines if the PI is a NIH grant recipient. Requests for deviations from Vanderbilt policy will require the signature of the Vice Chancellor for Health Affairs or the Provost.
If your material is subject of a patent application which has been filed by Vanderbilt, OR the material incorporates any substance which you received from a third party under an MTA, you should consult with your licensing associate at CTTC or contact Karen Rufus for assistance in the selection of the appropriate MTA form.
NIH Guidelines
Recently the National Institutes of Health (NIH) published its policy statement in the December 23, 1999 Federal Register entitled "Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources." These guidelines are intended to help federal grant recipients determine reasonable terms and conditions for making NIH funded research resources available to others and under what terms and conditions NIH funded scientists should receive materials from others. Click here for guidelines.
Outgoing Material Transfer Agreements
CTTC, in consultation with the Office of Biomedical Sciences, has defined five different models of transfer agreements for use in sending materials to requesting parties with Level 1 being the least restrictive. Please refer to the Outgoing MTA summary table for more information.
If none of the five exactly fit the circumstances of the transfer, please contact Karen Rufus at CTTC for assistance.
Instructions
Prior to transferring Materials, Vanderbilt Investigators should sign the appropriate MTA, mail the form to the Recipient Investigator and have the Investigator obtain all requisite signatures.
Vanderbilt University Investigators may send out Levels 1-3 Materials Transfer Agreements without authorization from the Office of Technology Transfer and Enterprise Development.
Level 2 and Level 3 forms: Recipient Institution should return a fully executed original of the MTA to Karen Rufus, 1207 17th Ave S. Suite 105, Nashville, TN 37212. CTTC began maintaining a database of MTA transactions effective July 1, 1999.
Level 4 and Level 5 forms: Level 4 and 5 forms require an authorized signature from CTTC prior to transferring Materials.
Recipient organization should mail the executable form to:
Karen Rufus
Senior Technology Commercialization Associate
Vanderbilt University
Office of Technology Transfer and Enterprise Development
1207 17th Ave South, Suite 105
Nashville, TN 37212
A fully-executed agreement will be mailed to the Vanderbilt Investigator. Upon receipt of fully-executed Agreement, Investigator can transfer Materials to Recipient.
Note:
For expediency, faxed signatures from Recipients are acceptable however, the original signatures must be mailed. If a faxed signature is being utilized for Level 4 or Level 5 forms, Recipient should send faxed form to Karen Rufus, Office of Technology Transfer (fax 615-343-4419).
Incoming Material Transfer Agreements
If the Simple Letter Agreement or UBMTA is used, the implementing letter should be signed by the PI and sent to Karen Rufus, Campus Box 320, Peabody.
All other Agreement forms for incoming materials should be sent to Karen Rufus for review of terms and conditions and further negotiation with the providing party if necessary. The Agreement will be returned to the PI, who will then mail the Agreement to the Materials Provider.
