Material Transfer Agreements (MTAs): The Do's and Don'ts of Sharing Research Materials
Takeaway: An MTA is the critical contract that governs the sharing of physical research materials; you must scrutinize its terms to ensure you are not inadvertently giving away rights to your future inventions.
In the world of deep tech and life sciences, collaboration is essential. You may need to send your proprietary engineered cell line to a university lab for testing, or receive a unique chemical compound from another company to use in your experiments. The simple act of shipping these physical materials is governed by a specific and very important type of contract: the Material Transfer Agreement (MTA).
An MTA is a contract that defines the rights and obligations of both the provider and the recipient of a research material. It is not just a shipping form; it is a legally binding agreement that has significant implications for your intellectual property. Signing a poorly drafted MTA, particularly one from a large institution, can lead to you accidentally giving away ownership of the valuable discoveries you make using their material.
The Do's: Best Practices for a Safe Transfer
DO Clearly Define the "Material." The agreement must be precise about what is being transferred. Is it a specific plasmid, a cell line, a chemical? Ambiguity can lead to future disputes.
DO Restrict the "Purpose." The MTA should narrowly define the specific research purpose for which the material can be used. The recipient should only be authorized to use the material for the agreed-upon project and nothing else.
DO Address Confidentiality. The provider should ensure that any confidential information accompanying the material is protected by a strong confidentiality clause.
The Don'ts: Red Flags to Avoid
DON'T Agree to "Reach-Through" Rights. This is the single biggest trap in an MTA. A "reach-through" clause gives the provider of the material ownership rights to any new inventions you create using that material. For example, a university might provide you with a research tool and include a clause stating they automatically own a percentage of any new drug you discover with it. This is an unacceptable and value-destroying term that you must almost always reject.
DON'T Agree to Publication Restrictions. Be wary of any clause that gives the provider the right to veto or excessively delay your ability to publish the results of your research.
DON'T Provide Your Core "Crown Jewels" Without a Compelling Reason. Be strategic about what you share. Sending your most valuable, proprietary cell line to another organization always carries a degree of risk.
A well-drafted MTA facilitates the collaboration that is essential for scientific progress while protecting your core intellectual property. Always read these agreements with extreme care, and never hesitate to negotiate terms that could jeopardize the future ownership of your innovations.
Disclaimer: This post is for general informational purposes only and does not constitute legal, tax, or financial advice. Reading or relying on this content does not create an attorney–client relationship. Every startup’s situation is unique, and you should consult qualified legal or tax professionals before making decisions that may affect your business.