Dr Tania Bubela, FRSC

A Material Transfer Agreements (MTA) is a contract used to govern the transfer and permitted use of tangible research materials (such as biological samples, compounds or prototypes) between organisations, typically in academic or early-stage commercial collaborations. It is used where materials, which refers to any tangible research material such as biological samples, reagents, cell lines or plasmids. These materials are shared for evaluation, validation or research purposes prior to, or separate from, any broader collaboration or licence arrangement. The MTA defines the permitted use of the materials, allocates rights in any results or derivatives, and protects the provider’s intellectual property (IP) while managing liability and regulatory risk. In practice, MTAs are a key risk-control mechanism in life sciences transactions, ensuring that the exchange of valuable materials does not inadvertently compromise future commercialisation opportunities or create uncertainty as to ownership of downstream developments. For more information, see Precedent: Material transfer agreement.In a similar manner, a data transfer agreement (DTA) governs the sharing and permitted use of data

This Practice Note provides a negotiation guide for material transfer agreements (MTAs) and data transfer agreements (DTAs) which are among the principal types of technology transfer agreements used to enable the exchange of the research materials and data on which discovery, validation and innovation depend. This Guide discusses key considerations when negotiating MTAs and DTAs with universities and other academic or public benefit research institutions in the UK, the US, Canada and Europe (principally EU/EEA Member States). Universities and other academic or public institutions including non-profit institutions and charities are collectively referred to in this Guide as ‘universities’ for brevity. These institutions operate under a public and educational mission that impact the negotiation terms of these agreements and can be at tension with commercial private industry interests.The purpose of this Guide is to flag issues that negotiators should probe at the term-sheet stage and translate into drafting choices. It is intended as a high-level discussion of the issues, prompting the reader to consider what