contract-law
Agreeing to only do &quot;academic research&quot;, doing academic research, but then spinning off a startup based on academic research
<p>If I sign a material transfer agreement (MTA) to use a material only for "academic research", do legitimate academic research, but then spin off a startup based on that academic research, does this violate the terms of the MTA?</p>

<p>Specifically, I'm currently deciding whether to sign an MTA that states: </p>

<blockquote>
  <p>You may use this Material (including the viral based vectors
  referenced in #1 above) only for the specific research project
  described in the MTA, which is: "academic research."</p>
</blockquote>

<p>I intend to only use the material (viral vectors) for scientific research, but I don't want to be constrained in the future if I want to start a startup based on my research - this is the end goal of my PhD. My instincts tell me that these agreements fully handle and allow that case, but I just want to be sure.</p>

<p>The MTA controls what you can do with the <em>material,</em> not with the research.</p>

<p>Given that your startup does not physically deal with any of the actual material transferred (or its progeny), it does not violate the MTA.</p>
