MATERIALS TRANSFER AGREEMENT
This Material Transfer Agreement (“Agreement”) is made between the University of Texas
Medical Branch (“UTMB”), a component institution of The University of Texas System
(“System”), and (name of company or institution) (“Recipient”) located at (insert department
and address).
From the laboratory of (insert name) (“Provider Scientist”), UTMB agrees to provide Recipient
with certain materials for the purpose stated herein under the following conditions:
1. Material and Research. The Material that is covered by this Agreement includes a (insert
name of the material) (“Material.”) The Material shall be used by Recipient in research
(“Research”), as defined in Attachment A. The Research will be conducted by Recipient
under the supervision of (name of laboratory head-- NOT postdoctoral fellow, or graduate
student) (“Recipient Scientist”).
2. Use of Material. This Material is made available for internal research use only in laboratory
animals or in vitro experiments. The Material is considered proprietary to UTMB. UTMB
shall be free, in its sole discretion, to distribute the Material to others and to use it for its own
purposes. Except as provided for by this Agreement, Recipient shall not distribute, transfer,
or release the Material to any person or entity other than laboratory personnel under
Recipient Scientist’s direct supervision, unless written permission is obtained from UTMB.
Recipient agrees that all of its Recipient Scientist(s) involved in the Research will have read
the terms and conditions of this Agreement and abide by the terms and conditions of this
Agreement.
3. Rights. Subject to Section 6. Intellectual Property of this Agreement, Recipient agrees that
nothing herein shall be deemed to grant to Recipient or Recipient Scientist any rights under
any UTMB patents or any rights to use the Material for any products or processes for any
purpose other than performing the Research. If the Recipient intends to use the Material for
commercial purposes, then a license for commercial use must be obtained from UTMB.
Recipient understands that UTMB shall have no obligation to grant such a license to
Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or
assign all or part of the rights in the Material to any third party(ies), subject to any preexisting rights held by others and obligations to the Federal Government.
4. Confidentiality. All Material and information relating to the Material that is disclosed by
UTMB to Recipient shall be considered to be confidential, subject to Section 5. Publication
of this Agreement. Recipient will use reasonable efforts to prevent the disclosure of UTMB’s
confidential information to third parties for a period of three (3) years from receipt, provided
that the Recipient party's obligation shall not apply to information that:
a) is already in the Recipient's possession at the time of disclosure;
b) is or later becomes part of the public domain through no fault of the Recipient;
c) is received from a third party having no obligations of confidentiality to UTMB;
d) is independently developed by the Recipient; or
e) is required by law or regulation to be disclosed.
In the event that information is required to be disclosed pursuant to subsection (e), Recipient
shall notify the UTMB, in order to allow UTMB to assert whatever exclusions or exemptions
may be available to it under such law or regulation.
UTMB
MTA
Page 1 of 5
5. Publication. Recipient will inform UTMB of results of Research, in confidence, related to
the Material by providing UTMB with a draft manuscript describing such results. If
Recipient’s Scientist desires to publish or present such Research results, then, not less than
forty-five (45) days prior to submission to a third-party, Recipient will provide UTMB with a
copy of any manuscript or abstract disclosing such Research results for the purpose of
protecting the Material and intellectual property of UTMB that might be disclosed by such
publication. In any such publication or presentation of Research results, Recipient agrees to
acknowledge UTMB scientist as provider of the Material.
6. Intellectual Property. If the Research involving the Material results in an invention or
substance that may be commercially useful, SCIENTIST will promptly disclose the invention
or substance to RECIPIENT’S Patent Administrator and will notify the Patent Administrator
of UTMB’s role as a supplier of the Material used. RECIPIENT, in cooperation with
SCIENTIST, will promptly supply UTMB with a copy of the disclosure, in confidence for
UTMB’s research and evaluation purposes only. Inventorship and ownership of any
invention or substance that may be commercially useful will be determined based on
contributions of UTMB and RECIPIENT. RECIPIENT recognizes the property rights of
UTMB in the Materials.
7. Warranty. The Material is experimental in nature and it is provided “AS IS” WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR SAFETY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. UTMB MAKES
NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL
NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
8. Liability. In no event shall UTMB be liable for any use by Recipient Scientist or Recipient
of the Material or any loss, claim, damage or liability, of whatsoever kind of nature, which
may arise from or in connection with Recipient’s breach of this Agreement or Recipient’s
use, handling or storage of the Material, unless such loss, claim, damage or liability results
from the negligence or willful malfeasance of System, UTMB, their Regents, officers, agents
and employees. Recipient agrees to indemnify and hold harmless System, UTMB, their
Regents, officers, agents and employees, from any liability, loss or damage they may suffer
as a result of claims, demands, costs or judgments against them arising out of the Recipient’s
activities to be carried out pursuant to this Agreement and the use by Recipient of the results
obtained from Research, excluding claims, loss, or damage that arise from the negligence or
willful malfeasance of any Regent, officer, agent or employee of University or System.
9. Compliance. Recipient will use the Material in compliance with all laws, governmental
regulations and guidelines applicable to the Material. Moreover, if the Material is used in the
United States, then Recipient will comply with current United States NIH guidelines.
10. Export Control. Recipient further agrees that if the U.S. export laws are or become
applicable, it will not export any Materials received under this Agreement to any countries
for which the United States government requires an export license or other supporting
documentation at the time of export or transfer, unless Recipient has obtained prior written
authorization from the appropriate authority responsible for such matters.
11. Assignment. This Agreement is not assignable, whether by operation of law or otherwise,
without the prior written consent of UTMB.
12. Publicity. Recipient may not use the name of UTMB, System or Board without express
written consent, subject to Section 5. Publication of this Agreement.
13. Term and Termination. This Agreement shall be effective as of the date of the last
signature and terminate one (1) year from that date. Upon termination, Recipient will
immediately destroy all the Material then in its possession.
UTMB
MTA
Page 2 of 5
THE UNIVERSITY OF TEXAS
MEDICAL BRANCH
301 University Blvd.
Galveston, TX 77555-0926
(INSERT ADDRESS)
_____________________________________
Jason Abair, J.D.
AVP, Office of Technology Transfer
____________________________________
Signature of Authorized Representative
Name:
Title:
Date: ___________________________
Date:
Read and understood:
_____________________________
Signature of Recipient Scientist
UTMB
MTA
Page 3 of 5
Attachment A – Scope of Research
Please write in 500 words or less the Scope of Work
UTMB
MTA
Page 4 of 5
UTMB RECORD OF EXPORT CONTROL REVIEW FORM
For Material Transfer Agreements
Name of UTMB Faculty Member (Providing Scientist):
Date:
Technical Review: (To be completed by the Recipient Scientist)
Please provide complete information of the Receiving Party:
Name:
Address:
US Citizenship/visa status / nationality of the Receiving Party:
State the specific name of material requested (e.g. West Nile Virus). Please clarify if material is a cellular
component or the complete organism.
Yes
No
Does this material contain infectious biological materials?
Is this material composed only of vaccines and immunotoxins?
Will your receipt and use of this Material involve requests for
information that is not publicly available to be answered by
UTMB Faculty Member?
Will your use of this Material involve research information
or software that could be used in the development of weapons
of mass destruction (nuclear, biological, chemical), or
their delivery systems?
Does this transfer require the delivery of hardware, software,
materials or biological materials to a non U.S. citizen?
By signing below, I certify that I have read this document and completed the appropriate sections to the best of my
knowledge and belief:
______________________________
Recipient scientist signature
_________________________
Date
Please return completed form by fax, scan, or mail to:
Office of Technology Transfer
Galveston, Texas 77555-0926
Fax: (409) 772-0730
If you have questions, contact Matt Grove, J.D. – Office of Technology Transfer, (409) 772-0369, magrove@utmb.edu.
UTMB
MTA
Page 5 of 5