Material transfer agreement (MTA)

A material transfer agreement (MTA) is the contract by which a provider supplies a recipient with research material, such as a cell line, a plasmid, an antibody, a strain, a biological sample or a chemical compound, for a specified use. As an innominate contract, it is governed by the general law of obligations. It is in common use between public laboratories and companies, particularly in the life sciences, where it governs access to research tools.

Content of the agreement

The provider retains ownership of the material, and the recipient obtains only a right of use limited to a described project, excluding any commercial or clinical use. The agreement generally prohibits passing the material on to third parties, requires its return or destruction at the end of the project and regulates the publication of results, often subject to a review period allowing the provider to protect its rights. Above all, it determines the fate of the results, distinguishing between modifications of the material, which in principle remain with the provider, and the recipient’s inventions, for which it sets out ownership, disclosure and any licence. In the academic world, standard templates facilitate the exchange of material between institutions.

Sensitive clauses

Rights in future results are the main point of friction. Some providers require so-called reach-through rights, in the form of royalties on products developed using the material or rights in the recipient’s inventions, which may jeopardise the subsequent commercialisation of the work. The clause by which the provider disclaims any warranty as to the quality or safety of the material and the confidentiality clause also deserve attention. Where the material is covered by a patent, its use outside the agreed scope may amount not only to a breach of contract but also to an act of infringement, subject to the experimental use exception.

Regulatory constraints

The transfer of genetic resources is subject to the access and benefit-sharing rules deriving from the Nagoya Protocol, implemented in the Union by a regulation that imposes a due diligence obligation on users. The transfer of samples of human origin is also subject to the rules of the French Public Health Code on collections of biological samples and to the General Data Protection Regulation. The agreement must therefore guarantee the lawful origin of the material and the traceability of consents, requirements that bear directly on the value of the biotechnological inventions resulting from the work.

Key points

A material transfer agreement governs the supply of research material and, above all, the fate of the results obtained with it. A hasty signature, often by the researcher personally, may bind the institution or company as to future intellectual property rights. The agreement should be reviewed by the technology transfer office or by an attorney, the publication and results clauses checked and its consistency ensured with the research agreements and confidentiality agreements in force.

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This glossary entry is general in scope and does not constitute legal advice.

Dhenne Avocats handles FRAND licences, standard essential patents and contracts bearing on patents, in advisory work as well as in litigation.

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