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660 S. Euclid Avenue Campus Box 8013 St. Louis, MO 63110 (314) 747-0920 (314) 362-5872 (fax) Street Address: 724 S. Euclid Avenue Suite 2259 St. Louis, MO 63110 |
Frequently Asked Questions about Material Transfer Agreements
Material transfer agreements (MTAs) protect you and the University from two kinds of problems. First, they are a means to help you lay claim to your valuable intellectual work product. An MTA ensures that you will be rewarded if that value is realized in a commercial undertaking. Second, you and the University need to be protected from improper or unsafe use of the materials. The MTA informs the recipient that his/her institution is responsible for mishaps that occur while using the material.
Why do MTAs apply when I am bringing materials INTO the University?
When you receive materials from other organizations, the same issues arise. What happens if you invent something based on the materials you have received? Who owns the new idea? MTAs can address that. This is particularly important when receiving materials from a private company. Management of the company has an obligation to the company owners to seize as much intellectual property as possible-they are eager to own what you may have discovered. Second, the liability issue remains. In this case, it is we who must be careful in the handling of the materials.
Why do I fill out the MTA questionnaire? What is the purpose of it?
The Office of Research is responsible for creating the actual MTA-it is a contract between institutions. We ask you to submit the MTA questionnaire so that we might better understand the materials and the parties on whose behalf we are creating the agreement. Please answer all of the questions on the form. Your answers will be very important, particularly in the case of complex negotiation with companies. Also note, that the questionnaire for receiving materials is different and more in depth than the questionnaire for sending materials. Whatever you do, please contact us prior to receiving or sending out any research materials.
Why are MTAs with some businesses so difficult to complete?
As mentioned above, company management is trying to maximize the interests of company owners. Management is obligated to find value wherever it can find it. The result is that, in many cases, company employees aggressively negotiate intellectual property and confidentiality issues. Below are some of the issues we face:
Confidentiality: Companies vary in their needs for confidentiality. This will depend on where the material is in the commercialization cycle. Is it still a work in progress or an established product? Is it the company's only product or one item out of a catalog of thousands? We must balance the company's need for confidentiality against your academic mission to develop and share knowledge.
Publication: Companies will invariably request the right to review your manuscripts or abstracts. Issues that arise are timeliness of review and right to shape the final publication. These are extremely important matters that must be addressed clearly and with focus on your academic mission.
Ownership of intellectual property: Negotiations can become quite extended over the issue of IP rights. Questions can range from definitions of such terms as "modification" and "derivative" to guidelines for sharing potential revenue. When funding from the federal government is involved in your project, the University's options narrow, especially if the provider of materials is a foreign corporation. In some instances, when a company is unwilling or unable to negotiate terms, it may become necessary to seek out alternative sources of materials.
Ultimately, the focus of the OTM is to protect your rights as a scientist to any discoveries or inventions, your freedom to conduct research without burdensome restrictions, and to adhere to applicable laws, regulations and the University's Intellectual Property Policy. This policy may be found here.
In the end, some MTAs can be as complicated as formal Research Agreements. We attempt to balance the need for academic freedom against the company's objective to maximize the financial position of its owners.
Who is authorized to sign an MTA?
An MTA is a legal contract between institutions. The signatory for Washington University is the Associate Vice Chancellor for Technology Management.
Is an MTA required in every situation where biological materials are being shared with another non-profit or for-profit institution?
Yes. Always have an MTA to protect your interests and those of the University.
Does Washington University comply with the Uniform Biological Material Transfer Agreement?
With respect to other non-profit institutions, Washington University adheres to the guidelines of the Uniform Biological Material Transfer Agreement ("UBMTA").