MTAs and CDAs

Sharing and requesting research materials (MTAs) and confidential information (CDAs)

MTAs

Submit your MTA requests online here.

Please contact OTC with all MTA questions/comments.

When UNC-Chapel Hill researchers want to send material to researchers at other institutions or companies, or receive materials from researchers at other institutions or companies, UNC-Chapel Hill puts a Material Transfer Agreement (MTA) in place. The purpose of an MTA is to clarify how the materials may be used and define the rights and responsibilities of the provider and recipient regarding the use of the materials and any results that may arise from the use of the materials. The Office of Technology Commercialization (OTC) is the resource at UNC-Chapel Hill for negotiation and signature for both MTAs for materials coming into the University and materials being sent from the University. Our team accepts and reviews incoming and outgoing requests for materials, negotiates MTAs addressing the rights of both parties and the policies of UNC-Chapel Hill, and facilitates the final transfer of materials.

Outgoing MTAs

Outgoing MTAs are used by the University to send materials to a researcher at another research institution or a company. Outgoing MTAs are essential to ensure that UNC-Chapel Hill researchers can continue to freely use the materials created here and to limit the University’s liability from another party’s use of the material.

To Universities and Not-for-Profit Entities:

Sending materials to academic and/or not-for-profit institutions is relatively straightforward. Subject to our obligations to existing research sponsors and licensees, an MTA is not required when our investigators are exchanging non-hazardous or non-human biological materials for in vitro research; instead we will provide a material exchange letter which does not require signature by the recipient. When an MTA is necessary, we will use the Uniform Biological Material Transfer Agreement (UBMTA) or the NIH Simple Letter Agreement (SLA) whenever possible. We will continue to process MTAs requiring recipient signature for outgoing human biological material; material for which an MTA is required under a license or sponsored research agreement; materials to commercial entities/for-profit companies; and upon request. Materials are generally provided without fees, other than reimbursement for any actual costs to prepare and/or ship the materials.

To Companies:

A variety of agreements are used to send materials to companies, including fee-based MTAs, no fee MTAs, evaluation license agreements and tangible property license agreements, depending on the material and the intended use. Commercial use of materials developed by researchers at UNC-Chapel Hill is typically done on a fee-based basis for mouse models, cell lines, and research reagents. Fees collected by the Office of Technology Commercialization via this process are returned to the researcher’s lab to offset the costs associated with providing the materials.

Incoming MTAs

Many investigators don’t realize that the results of their research, including data, observations and outcomes, might be considered to be inventions by the material provider. In almost all cases, if you get material from a company, we need to tell the company about anything you find through the use of their material. This isn’t optional, we must comply with the agreement and often within very strict timelines.

Incoming MTAs are agreements governing the use of material coming into the University to be used by UNC-Chapel Hill researchers. There are typically two types of incoming MTAs: those from for-profit companies and those from other research institutions.

From Universities and Not-For-Profit Entities:

Receipt of materials from academic and or not-for-profit institutions is relatively straightforward. To encourage the process of sharing research tools between scientists, the National Institutes of Health — 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 that 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. UNC is a signatory to this Master Agreement and many materials are easily transferred in this manner.

Under the UBMTA and most other agreements with other academic institutions, the material provider retains ownership of the original material and any progeny and unmodified derivatives of the material. The recipient retains ownership of modifications of the material the recipient makes that are not progeny or unmodified derivatives of the original material. If a result includes both recipient modifications and provider material, joint ownership will be established. Both provider and recipient are free to publish and the materials are not to be used for any commercial purpose. These terms are widely acceptable to universities as they do not impose any terms that are likely to conflict with federally funded research projects.

From Companies:

Obtaining materials from companies can pose a number of challenges as many agreements from industry contain terms that conflict with UNC-Chapel Hill’s obligations to research funding sources or restrict a researcher’s academic responsibility to publish research results. Terms will vary from agreement to agreement, but in general, MTAs for materials from companies will typically include terms that restrict how you may use the material and how you and they may use any results from your use of the material. Each MTA with a company must be negotiated on a case by case basis to ensure the terms do not put unmanageable restrictions on researchers or the University. If you are requesting materials from a company, OTC asks that you carefully review the MTA provided by the company and fully disclose how you intend to use the material and your expected outcomes with OTC so that we may expedite the negotiation process.

Common considerations for executing MTAs with companies

CDAs

In some circumstances, confidential information must be exchanged in order for the University and an outside partner to determine whether to enter into a license. In such cases, a Confidential Disclosure Agreement (CDA) may be signed which outlines the terms under which such confidential information will be exchanged. OTC has signature authority to sign CDAs in order to exchange information regarding intellectual property. Our licensing professionals are experienced in the efficient negotiation and execution of these agreements and will help you through the process.

Contact OTC for help with CDAs related to intellectual property transactions.

Contact OIC for help with CDAs related to all other matters.

Having the following information ready will help us expedite your request:

• Name, organization, and contact information for the external party
• Description of the subject matter to be discussed including the reference number of the report of invention