MATERIAL TRANSFER AGREEMENT
This Material Transfer Agreement (“Agreement”) is made between The University of Texas Medical
Branch at Galveston, d/b/a UTMB Health (“UTMB”), a health institution of The University of Texas
System (“System”), an agency of the state of Texas, located at 301 University, Galveston, TX 77555-0926,
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, and 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 pre-existing 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.
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
UTMB
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6.
7.
8.
9.
10.
11.
12.
13.
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.
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.
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.
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 UTMB
or System.
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.
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.
Assignment. This Agreement is not assignable, whether by operation of law or otherwise, without
the prior written consent of UTMB.
Publicity. Recipient may not use the name of UTMB, System or Board without express written
consent, subject to Section 5. Publication of this Agreement.
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
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UNIVERSITY OF TEXAS MEDICAL BRANCH
COMPANY
_________________________________
Anne Culotta, Ph.D., JD, MBA
Associate Vice President,
Office of Technology Transfer
________________________________
Signature of Authorized Representative
Name:
Title:
Date: ___________________________
Date: _________________________
Read and understood:
Read and understood:
_____________________________
Signature of Provider Scientist
_____________________________
Signature of Recipient Scientist
UTMB
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Attachment A – Scope of Research
Please write in 500 words or less the research to be done with the Material
UTMB
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