A material transfer agreement (MTA) is a legally binding contract established for the transfer of tangible research materials between organizations. MTAs define the rights and obligations for both the provider and recipient of the materials being transferred, and outcomes of the research using them, including:

• Ownership of the materials and modifications
• Permitted uses of the materials   
• Ability to transfer the materials, modifications, and derivatives to third parties 
• Rights to data and other research results obtained through the use of the materials, including the right to publish
• Rights to inventions and discoveries resulting from the use of the materials
• Reporting and confidentiality obligations relating to the use of the materials

Jefferson executes MTAs with government agencies, other academic institutions and non-profit organizations, and industry partners. 

MTAs protect the intellectual property rights of Thomas Jefferson University in the results of investigator research obtained using Jefferson resources. An MTA may also provide valuable protection for Jefferson against liability related to the materials being transferred, as well as for investigator rights to publish the results of research performed using materials received from third parties.

MTAs are required for the transfer of tangible research materials (mice, plasmids, human tissue specimens, cell lines, reagents, compounds, etc.) into or out of Jefferson in connection with basic research.

An MTA is not needed to:

• Transfer tangible research materials into or out of Jefferson in connection with a clinical trial.  In this instance, a clinical trial agreement would be required rather than an MTA.  Please contact the Jefferson Clinical Research Institute (JCRI).
• Transfer tangible research materials into or out of Jefferson in connection with a fee-for-service work.  In this case, a service agreement would be required rather than an MTA. Please contact the Office of Research Administration (ORA).
• Receive tangible research materials into Jefferson that have been purchased from a third party vendor, unless the vendor requires an MTA.
• Receive tangible research materials into Jefferson for use in human subjects. Please contact Jefferson Clinical Research Institute (JCRI) for such work.
• Transfer tangible research materials into or out of Jefferson in connection with basic research collaborations, sponsored research, consortiums, and subawards, if such agreements already contain appropriate material transfer language.*
  
  *As these types of projects concern basic research, material transfer issues must be vetted and appropriate language included in an agreement if the project involves the transfer of tangible research materials into or out of Jefferson.  Ideally, the material transfer language would be embedded into the agreement for the larger project so that there is only a single agreement for each scope of work, as multiple agreements can complicate the ability to use the research results and any inventions arising from the work in the future.  However, an MTA can be executed separately if required by the specific circumstances of the project.
  
  Jefferson Innovation works in close collaboration with the Office of Research Administration – who has responsibility for collaboration, sponsored research, consortium and subaward agreements – on these matters to ensure that the contractual terms provide Jefferson with adequate protections for the work being performed, and that there are no conflicts in the event of multiple agreements.
• Transfer non-public data into or out of Jefferson.   In this instance, a data use agreement would be required rather than an MTA.  Please contact the Office of Legal Affairs (OLA).    

Note: The above guidelines represent Jefferson’s policies.  When transferring materials to or from other organizations, Jefferson must also accommodate those organization’s policies to the extent permissible.  This may result in some modifications to the mechanics of how agreements are typically executed in order to satisfy the needs of all parties.

Thomas Jefferson University policy requires that only faculty members may receive materials via an MTA. If the requestor does hold this position, s/he may submit an MTA request on behalf of a principal investigator, but the certifications requested in the Agreements Portal intake form must be signed by a faculty member.  Any MTA requests that are received without certifications submitted or signed by faculty members will be rejected.

To obtain a material transfer agreement (MTA), please submit a request via the Innovation Agreements Portal.  You will need to create a one-time username and password if you haven’t already done so. Please do not use Internet Explorer, access the portal in using Chrome, Firefox, etc.

For status inquiries and other questions related to previously submitted MTA or pre-clinical CDA requests, please contact mtas@jefferson.edu

Note:  Addgene requests do not need to entered into the Agreements Portal.  Please continue to submit those requests directly through Addgene. . 

The processing time for MTAs can vary widely, depending upon the provider, complexity of the MTA, and any additional factors that must be taken into consideration, such as the existence of other agreements (consortiums, funding awards, subawards, etc.) related to the scope of work under which the materials will be used.  For example, the MTA review process usually takes longer when the provider is a for-profit entity, because companies generally include more restrictions regarding rights to potential inventions, confidentiality, and the review of proposed publications, which may not comply with Jefferson policies or requirements for use of such materials in federally funded research.  These terms must be negotiated to the satisfaction of both parties, which can take some time.  Additionally, the MTA review process may take longer when the provider is not the owner of the materials. In this case, the owning institution must be contacted to provide permission for the transfer, and may not always reply quickly.

Filling out the MTA intake form on the Innovation Agreements Portal accurately and fully with all relevant information will always be the best first step towards a prompt MTA approval.

Once the MTA terms are agreed upon between the provider and the recipient, Jefferson Innovation initiates and manages the signature process. Jefferson Innovation signs the MTA on behalf of Jefferson, and an authorized signatory of the other party usually must sign as well.

Please note that Jefferson researchers are not authorized to sign MTAs on behalf of the university.  MTAs must be submitted to Jefferson Innovation to obtain legally binding signatures.

Once an MTA is completed, the Jefferson investigator may transfer or receive the materials, but still needs to make sure that s/he complies with any other shipping and receiving requirements, such as animal transport polices, regulations regarding transfer of hazardous and toxic materials, and import and export control laws, where applicable.   

For further information, please contact:

• Office of Animal Resources
• Institutional Biosafety Committee
• Export Control
• Research Conduct and Compliance

Sharing materials derived from human subjects (blood samples, tissues, saliva, cell lines, etc.) requires extra consideration, as Jefferson must ensure that the rights of the subjects from whom the materials were obtained have been safeguarded. This includes confirming that the materials were acquired under proper Institutional Review Board (IRB) protocols, that informed consent was obtained, and that the informed consent mentioned that the donated materials might be shared with other researchers.  If the possibility of sharing the donated materials is not clearly stated in the informed consent, the process of determining the validity of the consent with respect to the transfer request or obtaining a suitable subject consent is likely to be very time consuming and significantly delay approval of the MTA.

If there are plans to share human subject derived materials obtained from research at Jefferson with collaborators or other researchers outside of the organization, please advise the IRB of this when submitting the study for review so that they can ensure that the required language is included.  The Innovation Pillar can process requests to transfer materials derived from human subjects much more quickly if the IRB paperwork already supports the material transfer when the MTA request is received.

It is very important for the Innovation Pillar to have a complete acquisition history for material transfer requests for animals.  Please provide us with the circumstances of Jefferson’s receipt of the animals when submitting an MTA request to the Innovation Agreements Portal.  

Jefferson does not automatically assume ownership of progeny derived from animals obtained via an MTA, even if the animals were received as a “gift” from the providing scientist, as the materials are owned by the institution where they were created, and that institution must give its consent for further transfer. If Jefferson does not own the animals, we must have an MTA or other written permission from an authorized person designated by the providing institution that allows us to transfer them to third parties.  Generally speaking, providing scientists do not have the authority to grant such permission themselves on behalf of the institutions at which they created the materials.

Furthermore, even if Jefferson purchased the animals from a commercial vendor, there may still be limitations on further distribution.  This could require us to negotiate added permissions or a waiver of existing requirements from the vendor, if possible, and may take additional time to complete.  It is important to understand the terms and conditions of sale, including any limitations on use and sharing, when purchasing animals for use in research.

If a researcher wishes to share materials that have been created using other materials obtained from third parties, Jefferson is likely to have obligations to the provider of those component materials that need to be met before further distribution can be approved. The Innovation Pillar must review the terms under which Jefferson received the third party materials from the third party provider to make sure that they are not violated by approving the new sharing request. We frequently have to contact the provider to request permission to share materials that contain their original materials with others, or customize the MTA to comply with any pre-existing requirements from the provider. If the third party provider has already granted permission to share their materials with others, please include this when submitting the MTA request to the Innovation Agreements Portal to help us simplify the review process. Again, Jefferson must receive permission to transfer materials from an authorized person designated by the providing institution if not already specifically included in the terms under which we originally received them. 

If an investigator is moving his/her lab to or from Jefferson, and plans to transfer tangible research materials in connection with that move, Jefferson needs to put the required permissions and documentation in place. We recommend initiating the process with the Innovation Pillar as soon as possible after confirming the move so that there is no gap in access to or ability to use the tangible research materials.  Transferring materials in connection with a lab move can be a long and complex process, particularly if there are numerous materials to move and if they were obtained from different sources.  The earlier that we can begin working on this, the less disruptive the process will be to the investigator’s research.