Material transfer agreements

Material Transfer Agreements: The Basics

Materials transfer agreements (MTAs) govern the transfer of one or more materials from the owner (or authorised licensee) (‘the provider’) to a third party (‘the recipient’) who may wish to use the material for research purposes.

Materials may include cultures, cell lines, plasmids, nucleotides, proteins, bacteria, transgenic animals, pharmaceuticals, other chemicals, alloys and other materials with scientific or commercial value.

Most commercial organisations, and an increasing number of academic institutions, will only release materials if there is an MTA in place between the provider and the recipient. For the provider, this agreement provides control over the distribution of the material, enables them to restrict the use of the material to non-commercial research, and reduces the legal liability of the provider for the recipient’s use of the material. In addition, the terms of the MTA can help the provider to gain access to the results of the research, both for information purposes and for commercial exploitation.

UCLB is responsible for approving, negotiating terms and signing both incoming and outgoing material transfer agreements on behalf of UCL.     It is important that UCLB reviews all material transfer agreements to make sure that UCL does not agree to terms that may be in conflict with the provisions of research grants, fellowships, consultancies etc. Among the important issues to be negotiated are publication rights, Intellectual Property (IP) rights/inventorship, governing law, warranties and indemnities.


Important Information for UCL Researchers

If you wish to send materials to a non-UCL researcher then please follow the Guidelines for Outgoing Material Transfer. As a rule we will not provide materials for more than five years as this enables us to keep track of the MTAs. UCLB will then draft an MTA and send it to the recipient for review.

If the UCL materials are to be used for research of a commercial nature UCLB will offer an appropriate commercial licence. Commercial research will include but is not limited to contract research; research conducted at commercial organisations, i.e. companies; consultancy; and any research where there is a direct commercial benefit to the recipient or their employer, either now or at some point in the future. What this does not include is research conducted using charitable or internal funds, however, should the recipient wish to commercialise the results of such work they must inform UCLB of this intention before this is carried out.

If you are in receipt of an MTA for materials to be sent to UCL please follow the Guidelines for Incoming Material Transfer. This will help us review the agreement quickly and get back to you with any problems. The most common issues that arise relate to governing law, because UCL is not able to agree to North American laws, and claims to arising IP that may conflict with grant conditions or other obligations.

MTAs are legally binding contracts and as such, it is vital that an authorised signatory of the University executes the agreement properly. MTAs can only be signed by one of the UCL authorised signatories at UCL Business.

Please be aware that while UCLB will endeavour to complete our side of the process as quickly as possible, MTAs may require further negotiation and action from the other party which could take several weeks, especially if the other party is located abroad. Wherever convenient please plan your need for materials as far ahead as possible to avoid delays to research.

For further information on MTA’s, please contact Mars Bai, Legal Affairs Executive; 020 7679 9000;fax on 020 7679 9838.