Source: EURLEX
Language: en
Format: md

**Council of the**
**European Union**
**Brussels, 30 September 2025**
**(OR. en)**

**13388/25**
**ADD 2**

**Interinstitutional File:**

**2025/0305 (NLE)**

**AGRI 454**

**FAO 45**

**ENV 911**

**RGA 5**

**COVER NOTE**

From: Secretary-General of the European Commission, signed by Ms Martine
DEPREZ, Director

date of receipt: 29 September 2025

To: Ms Thérèse BLANCHET, Secretary-General of the Council of the
European Union

No. Cion doc.: COM(2025) 564 annex

Subject: ANNEX 2 ANNEX to the COUNCIL DECISION establishing the position
to be taken on behalf of the Union within the Governing Body of the
International Treaty on Plant Genetic Resources for Food and
Agriculture as regards certain proposals submitted for adoption during
its eleventh session

Delegations will find attached document COM(2025) 564 annex.

Encl.: COM(2025) 564 annex

13388/25 ADD 2

## LIFE.3 EN

EUROPEAN

COMMISSION

**ANNEX**

**to the**

Brussels, 29.9.2025
COM(2025) 564 final

ANNEX 2

**COUNCIL DECISION**

**establishing the position to be taken on behalf of the Union within the Governing Body**

**of the International Treaty on Plant Genetic Resources for Food and Agriculture as**

**regards certain proposals submitted for adoption during its eleventh session**

# **EN EN**

**Annex II**

**DRAFT REVISED STANDARD MATERIAL TRANSFER AGREEMENT**

1. **STANDARD MATERIAL TRANSFER AGREEMENT**

**PREAMBLE**

WHEREAS

The International Treaty on Plant Genetic Resources for Food and Agriculture
(hereinafter referred to as “the **Treaty** ” [(1)] was adopted by the Thirty-first session of
the FAO Conference on 3 November 2001 and entered into force on 29 June 2004;

The objectives of the **Treaty** are the conservation and sustainable use of **Plant**
**Genetic Resources for Food and Agriculture** and the fair and equitable sharing of
the benefits arising out of their use, in harmony with the Convention on Biological
Diversity, for sustainable agriculture and food security;

The Contracting Parties to the **Treaty**, in the exercise of their sovereign rights over
their **Plant Genetic Resources for Food and Agriculture**, have established a
**Multilateral System** both to facilitate access to **Plant Genetic Resources for Food**
**and Agriculture** and to share, in a fair and equitable way, the benefits arising from
the utilization of these resources, on a complementary and mutually reinforcing
basis;

Articles 4, 11, 12.4 and 12.5 of the **Treaty** are borne in mind;

The diversity of the legal systems of the Contracting Parties with respect to their
national procedural rules governing access to courts and to arbitration, and the
obligations arising from international and regional conventions applicable to these
procedural rules, are recognized;

Article 12.4 of the **Treaty** provides that facilitated access under the **Multilateral**
**System** shall be provided pursuant to a Standard Material Transfer Agreement, and
the **Governing Body** of the **Treaty**, in its Resolution 1/2006 of 16 June 2006,
adopted the Standard Material Transfer Agreement, which in Resolution [XX]/2025
of [XX] November 2025 it decided to amend.

**ARTICLE 1 - PARTIES TO THE AGREEMENT**

1.1 The present Standard Material Transfer Agreement (hereinafter referred to as
“ **this Agreement** ”) is the Standard Material Transfer Agreement referred to in
Article 12.4 of the **Treaty** .

1.2 **This Agreement** is:

BETWEEN: (name and address of the provider or providing institution, name of
authorized official, contact information for authorized official*) (hereinafter referred
to as “the **Provider** ”),

AND: (name and address of the recipient or recipient institution, name of authorized
official, contact information for authorized official* [(2)] ) (hereinafter referred to as
“ **the Recipient** ”).

(1) Defined terms have, for clarity, been put in bold throughout.
(2) Insert as necessary. Not applicable for shrink-wrap and click-wrap Standard Material Transfer

                          Agreements. A “shrink wrap” Standard Material Transfer Agreement is where a copy of the Standard
Material Transfer Agreement is included in the packaging of the Material, and the Recipient’s

# EN 1 EN

1.3 The parties to **this Agreemen** t hereby agree as follows:

**ARTICLE 2 - DEFINITIONS**

In **this Agreement** the expressions set out below shall have the following meaning:

_**“Affiliate”**_ : one corporate body is affiliated with another corporate body if one of
them is the subsidiary of the other, or both are subsidiaries of the same corporate
body, or each of them is controlled by the same legal person.

_**“Available without restriction”**_ : a **Product** is considered to be available without
restriction to others for further research and breeding when it is available for research
and breeding without any legal or contractual obligations, or technological
restrictions, that would preclude using it in the manner specified in the **Treaty** .

_**“Commercialize”**_ means to make available **Plant Genetic Resources for Food and**
**Agriculture** for monetary consideration on the open market, and
_**“commercialization”**_ has a corresponding meaning. **Commercialization** shall not
include any form of transfer of **Plant Genetic Resources for Food and Agriculture**
**under Development**, nor shall it include the sale of commodities.

_**“Genetic material”**_ means any material of plant origin, including reproductive and
vegetative propagating material, containing functional units of heredity.

_**“Governing Body”**_ means the **Governing Body** of the **Treaty** .

_**“Multilateral System”**_ means the **Multilateral System** established under Article
10.2 of the **Treaty** .

_**“Plant Genetic Resources for Food and Agriculture”**_ means any **genetic material**
of plant origin of actual or potential value for food and agriculture.

_**“Plant Genetic Resources for Food and Agriculture under Development”**_ means
material derived from the **Material**, and hence distinct from it, that is not yet ready
for **commercialization** and which the developer intends to further develop or to
transfer to another person or entity for further development. The period of
development for the **Plant Genetic Resources for Food and Agriculture under**
**Development** shall be deemed to have ceased when those resources are
**commercialized** as a **Product** .

_**“Product”**_ means **Plant Genetic Resources for Food and Agriculture** that
incorporate [(3)] the **Material** or any of its genetic parts or components that are ready
for **commercialization**, excluding commodities and other products used for food,
feed and processing.

_**“Sales”**_ means the gross income received by the **Recipient** and its **affiliates** from
**commercialization** and in the form of license fees for **Plant Genetic Resources for**

**Food and Agriculture** .

_**“Trait of commercial value”**_ means any inheritable and measurable trait that confers
significant commercial value for food and agriculture to a **Product,** including but not
limited to agronomic traits, traits conferring resistance to biotic or abiotic stresses,

acceptance of the Material constitutes acceptance of the terms and conditions of the Standard Material

                              Transfer Agreement. A “click wrap” Standard Material Transfer Agreement is where the agreement is
concluded on the internet and the Recipient accepts the terms and conditions of the Standard Material
Transfer Agreement by clicking on the appropriate icon on the website or in the electronic version of
the Standard Material Transfer Agreement, as appropriate.
(3) As evidenced, for example, by pedigree or notation of gene insertion.

# EN 2 EN

traits that enhance the nutritional or processing value of harvested commodities, and
any other traits used to describe a **Product** for the purpose of promoting its
**commercialization** .

**ARTICLE 3 - SUBJECT MATTER OF THE AGREEMENT**

The **Plant Genetic Resources for Food and Agriculture** specified in Annex 1 to
**this Agreement** (hereinafter referred to as the **“Material”** ) and the available related
information referred to in Article 5b and in Annex 1 are hereby transferred from the
**Provider** to the **Recipient** subject to the terms and conditions set out in **this**
**Agreement** .

**ARTICLE 4 - GENERAL PROVISIONS**

4.1 **This Agreement** is entered into within the framework of the **Multilateral**
**System** and shall be implemented and interpreted in accordance with the objectives
and provisions of the **Treaty** .

4.2 The parties recognize that they are subject to the applicable legal measures and
procedures, that have been adopted by the Contracting Parties to the **Treaty**, in
conformity with the **Treaty**, in particular those taken in conformity with Articles 4,
12.2 and 12.5 of the **Treaty** . [(4)]

4.3 The parties to **this Agreement** agree that the Food and Agriculture Organization
of the United Nations acting on behalf of the **Governing Body** of the **Treaty** and its
**Multilateral System**, is the third party beneficiary under **this Agreement** .

4.4 The third party beneficiary has the right to request the appropriate information as
required in Articles 5e, 6.5c, 8.3, Annex 2, Article 3.6, and Annex 4, Paragraph 7 to
**this Agreement** .

4.5 The rights granted to the Food and Agriculture Organization of the United
Nations above do not prevent the parties to **this Agreement** from exercising their
rights under **this Agreement** .

**ARTICLE 5 - RIGHTS AND OBLIGATIONS OF THE PROVIDER**

The **Provider** undertakes that the **Material** is transferred in accordance with the
following provisions of the **Treaty** :

a) Access shall be accorded expeditiously, without the need to track individual
accessions and free of charge, or, when a fee is charged, it shall not exceed the
minimal cost involved;

b) All available passport data and, subject to applicable law, any other associated
available non-confidential descriptive information, shall be made available with the
**Plant Genetic Resources for Food and Agriculture** provided;

c) Access to **Plant Genetic Resources for Food and Agriculture under**
**Development**, including material being developed by farmers, shall be at the
discretion of its developer, during the period of its development;

d) Access to **Plant Genetic Resources for Food and Agriculture** protected by
intellectual and other property rights shall be consistent with relevant international
agreements, and with relevant national laws;

(4) In the case of the International Agricultural Research Centres of the Consultative Group on
International Agricultural Research (CGIAR) and other international institutions, the Agreement
between the Governing Body and the CGIAR Centres or other relevant institutions will be applicable.

# EN 3 EN

e) The **Provider** shall inform the **Governing Body**, through its Secretary, at least
once every two calendar years, or within an interval that shall be, from time to time,
decided by the **Governing Body**, about the Material Transfer Agreements entered
into, [(5)]

either by:

Option A: Transmitting a copy of the completed Standard Material Transfer
Agreement, [(6)]

or

Option B: In the event that a copy of the Standard Material Transfer Agreement is
not transmitted,

i. ensuring that the completed Standard Material Transfer Agreement is at the
disposal of the third party beneficiary as and when needed;

ii. stating where the Standard Material Transfer Agreement in question is stored, and
how it may be obtained; and

iii. providing the following information:

a) The identifying symbol or number attributed to the Standard Material Transfer
Agreement by the **Provider** ;

b) The name and address of the **Provider** ;

c) The date on which the **Provider** agreed to or accepted the Standard Material
Transfer Agreement, and in the case of shrink-wrap, the date on which the shipment
was sent;

d) The name and address of the **Recipient**, and in the case of a shrink-wrap
agreement, the name of the person to whom the shipment was made;

e) The identification of each accession in Annex 1 to the Standard Material Transfer
Agreement, and of the crop to which it belongs.

This information shall be made available by the Secretary to the third party
beneficiary. Unless the parties to **this Agreement** agree otherwise and except as may
be required in the context of the settlement of disputes under Article 8 of **this**
**Agreement**, such information shall be treated as confidential business information
and shall only be used to develop aggregated reporting.

**ARTICLE 6 - RIGHTS AND OBLIGATIONS OF THE RECIPIENT** [(7)]

6.1 The **Recipient** undertakes that the **Material** shall be used or conserved only for
the purposes of research, breeding and training for food and agriculture. Such

(5) This information should be submitted by the Provider to: The Secretary International Treaty on Plant
Genetic Resources for Food and Agriculture Food and Agriculture Organization of the United Nations
I-00153 Rome, Italy Email: ITPGRFA-Secretary@FAO.org or through EasySMTA:
https://mls.planttreaty.org/itt/.
(6) In the event that the copy of the completed Standard Material Transfer Agreement that is transmitted is
shrink-wrap, in accordance with Article 10, Option 2 of the Standard Material Transfer Agreement, the
Provider shall also include information as to (a) the date on which the shipment was sent, and (b) the
name of the person to whom the shipment was sent.
(7) Editorial comment: Article numbers for “6.11”, “6.11bis”, “6.11ter”, and “6.7/6.8” have been kept,
because they are commonly used to describe the payment options and concepts of the current SMTA
and have become synonymous for the subscription option and the single access option, respectively. It
has been agreed that these articles will be re-numbered only at a later stage.

# EN 4 EN

purposes shall not include chemical, pharmaceutical and/or other non-food/feed
industrial uses.

6.2 The **Recipient** shall not claim any intellectual property or other rights that limit
the facilitated access to the **Material** provided under **this Agreement**, or its genetic
parts or components, in the form received from the **Multilateral System** .

6.3 In the case that the **Recipient** conserves the **Material** supplied, the **Recipient**
shall make the **Material**, and the related information referred to in Article 5b,
available to the **Multilateral System** using the Standard Material Transfer
Agreement.

6.4 In the case that the **Recipient** transfers the **Material** supplied under **this**
**Agreement** to another person or entity (hereinafter referred to as “the **subsequent**
**recipient** ”), the **Recipient** shall

a) do so under the terms and conditions of the Standard Material Transfer
Agreement, through a new Standard Material Transfer Agreement; and

b) notify the **Governing Body**, in accordance with Article 5e.

On compliance with the above, the **Recipient** shall have no further obligations
regarding the actions of the **subsequent recipient** .

6.5 In the case that the **Recipient** transfers a **Plant Genetic Resource for Food and**
**Agriculture under Development** to another person or entity, until a period of
twelve years after signing or accepting of **this Agreement** has lapsed, the **Recipient**
shall:

a) do so under the terms and conditions of the Standard Material Transfer
Agreement, through a new Standard Material Transfer Agreement, provided that
Article 5a of the Standard Material Transfer Agreement shall not apply;

b) identify, in Annex 1 to the new Standard Material Transfer Agreement, the
**Material** received from the **Multilateral System**, and specify that the **Plant Genetic**
**Resources for Food and Agriculture under Development** being transferred are
derived from the **Material** ;

c) notify the **Governing Body**, in accordance with Article 5e; and

d) have no further obligations regarding the actions of any **subsequent recipient** .

The obligations in this Article 6.5 do not apply to **Plant Genetic Resources for**
**Food and Agriculture under Development**, for which both of the following
applies:

i. it contains a genetic contribution of less than 12.5% by pedigree of the **Material**
and

ii. it does not contain a trait of commercial value that was contributed by the
**Material** .

6.6 Entering into a Standard Material Transfer Agreement under paragraph 6.5 shall
be without prejudice to the right of the parties to attach additional conditions, relating
to further product development, including, as appropriate, the payment of monetary
consideration.

6.9 The **Recipient** shall make available to the **Multilateral System**, through the
information system provided for in Article 17 of the **Treaty**, all non-confidential
information that results from research and development carried out on the

# EN 5 EN

**Material** and is encouraged to share through the **Multilateral System** non-monetary
benefits expressly identified in Article 13.2 of the Treaty that result from such
research and development. The **Recipient** is encouraged to place a sample of any
**Product** that incorporates the **Material** into a collection that is part of the
**Multilateral System**, for research, and breeding and training.

6.10 A **Recipient** who applied for or obtains intellectual property rights on any
Products developed from the **Material** or its genetic parts or components,
obtained from the **Multilateral System**, and assigns such application or intellectual
property rights to a third party, shall transfer the benefit-sharing obligations of **this**
**Agreement** to that third party.

6.6 bis The Recipient, at the time of signing or accepting of **this Agreement**, shall
select between two access options, as provided for in Article 10 of **this Agreement** :
the subscription option pursuant to Article 6.11 and Annex 2, or the single access
option pursuant to Articles 6.7 and 6.8 and Annex 4, unless the **Recipient** has
already subscribed.

6.11 To select the subscription option, the **Recipient**, if the **Recipient** has not
already subscribed, must submit the **Registration Form** contained in Annex 3 to **this**
**Agreement**, duly completed and signed, to the **Governing Body** of the **Treaty**,
through its Secretary ( **Subscription** ). The **Subscription** is complete upon receipt of
the Subscriber number from the Secretary.

6.11 bis The terms and conditions of the subscription option are set out in Annex 2 to
**this Agreement** . Annex 2 to **this Agreement** constitutes an integral part of **this**
**Agreement** and any reference to **this Agreement** shall be understood, where the
context permits and mutatis mutandis, to also include Annex 2.

6.11 ter Under the subscription option, the **Recipient**, shall have no payment
obligations with regard to the **Material** received, and any **Product** that incorporates
the **Material**, other than the payment obligations provided for under the subscription
option, during the period of the **Subscription** .

6.7 Under the single access option, if the **Recipient** or any of its
**affiliates commercializes** a **Product**, and where such **Product** is **not available**
**without restriction**, the terms and conditions laid out in Annex 4 apply. After the
restriction comes to an end, the **Recipient** or any of its **affiliates** **commercializing**
the **Product** will continue to make payments at the rate referred to in Article 6.8
below. Annex 4 to **this Agreement** constitutes an integral part of **this Agreement**
and any reference to **this Agreement** shall be understood, where the context permits
and mutatis mutandis, to also include Annex 4.

6.8 Under the single access option, if the **Recipient** or any of its
**affiliates** **commercializes** a **Product** and where that **Product** is **available without**
**restriction**, the terms and conditions laid out in Annex 4 apply. Annex 4 to **this**
**Agreement** constitutes an integral part of **this Agreement** and any reference to **this**
**Agreement** shall be understood, where the context permits and mutatis mutandis, to
also include Annex 4.

6.8 bis A **Recipient** who accesses the **Material** under Articles 6.7/6.8 shall disclose
its **affiliates** at the time of signing the SMTA. In case any of those **affiliates** is given
material after the signing of the SMTA, Article 6.5 of **this Agreement** shall apply.

**ARTICLE 7 - APPLICABLE LAW**

# EN 6 EN

The applicable law shall be the General Principles of Law, including the UNIDROIT
Principles of International Commercial Contracts 2016 and as subsequently updated,
the objectives and the relevant provisions of the **Treaty**, and, when necessary for
interpretation, the decisions of the **Governing Body** .

**ARTICLE 8 - DISPUTE SETTLEMENT**

8.1 Dispute settlement may be initiated by the **Provider** or the **Recipient** or the third
party beneficiary acting on behalf of the **Governing Body** of the **Treaty** and its
**Multilateral System** .

8.2 The parties to **this Agreement** agree that the Food and Agriculture Organization
of the United Nations, representing the **Governing Body** and the **Multilateral**
**System**, has the right, as a third party beneficiary, to initiate dispute settlement
procedures regarding rights and obligations of the Provider and the Recipient under
this Agreement.

8.3 The third party beneficiary has the right to request that the appropriate
information, including samples as necessary, be made available by the **Provider** and
the **Recipient**, regarding their obligations in the context of **this Agreement.** Any
information or samples so requested shall be provided by the **Provider** and
the **Recipient**, as the case may be.

8.4 Any dispute arising from **this Agreement** shall be resolved in the following

manner:

a) Amicable dispute settlement: The parties shall attempt in good faith to resolve the
dispute by negotiation.

b) Mediation: If the dispute is not resolved by negotiation, the parties may choose
mediation through a neutral third party mediator, to be mutually agreed.

c) Arbitration: If the dispute has not been settled by negotiation or mediation, any
party may submit the dispute for arbitration under the Arbitration Rules of an
international body as agreed by the parties to the dispute. Failing such agreement, the
dispute shall be settled under the Rules of Arbitration of the International Chamber
of Commerce, by one or more arbitrators appointed in accordance with the said
Rules. Either party to the dispute may, if it so chooses, appoint its arbitrator from
such list of experts as the **Governing Body** may establish for this purpose; both
parties, or the arbitrators appointed by them, may agree to appoint a sole arbitrator,
or presiding arbitrator as the case may be, from such list of experts. The result of
such arbitration shall be binding.

d) Aggrieved parties may avail themselves of opportunities made available under the
provisions of Article 12.5 of the **Treaty** .

8.5 In case of a proven breach of Articles 6.1 or 6.2, the **Recipient** may be liable for
damages. With respect to Article 6.1, damages should be in proportion to the income
received by the **Recipient** as a result of the proven breach. With respect to Article
6.2, damages should be in proportion to the income received by the **Recipient** as a
result of the intellectual property or other rights that limit the facilitated access to
the **Material**, or its genetic parts or components, in the form received from the
**Multilateral System**, and may additionally result in assignment of the intellectual
property or other rights involved, in accordance with relevant international law and
national legislation.

**ARTICLE 9 - ADDITIONAL ITEMS**

# EN 7 EN

**Warranty**

9.1 The **Provider** makes no warranties in **this Agreement** as to the safety of or title
to the **Material,** nor as to the accuracy or correctness of any passport or other data
provided with the **Material.** Neither does it make any warranties as to the quality,
viability, or purity (genetic or mechanical) of the **Material** being furnished. The
phytosanitary condition of the **Material** is warranted only as described in any
attached phytosanitary certificate. The **Recipient** assumes full responsibility for
complying with the recipient nation’s quarantine, invasive alien species and biosafety
regulations and rules as to import or release of **genetic material.**

**Withdrawal from this Agreement**

9.2 The **Recipient** may withdraw from **this Agreement** in accordance with Annex 2
and Annex 4.

**Amendments to the Standard Material Transfer Agreement**

9.3 If the **Governing Body** amends the terms and conditions of the Standard
Material Transfer Agreement, the **Recipient** shall, as of the date decided by
the **Governing Body,** utilize the amended SMTA for subsequent transfers of
the **Material** to third parties. The other rights and obligations of the **Recipient** shall
remain unchanged, unless the **Recipient** explicitly agrees in writing to the amended
Standard Material Transfer Agreement.

**Transitional Phase**

9.4 In the event that the Amendment of Annex I of the **Treaty**, as contained in
Resolution [XX]/2025, does not enter into force by 31 July 2031 and unless the
**Governing Body** extends the period or decides otherwise, at its Session in 2031:

Article 6.11 and related Annexes will cease to apply for new **Recipients** and no
new **Subscription** will be allowed under **this Agreement.** A **Recipient** that became
a **Subscriber** before 31 July 2031 may, within [XX] days, either:

1) Notify the **Governing Body** of the Treaty, through its Secretary, that it will
maintain its Subscription; or

2) Withdraw from its **Subscription** with immediate effect. Should
the **Subscriber** choose this option, the **Subscription Terms** shall cease to apply and
shall be replaced by the terms and conditions of the payment mechanism under
Articles 6.7, 6.8 and Annex 4 of **this Agreement.** Following such withdrawal, any
amount paid by the **Subscriber** under the **Subscription** will be credited, upon
request by the **Subscriber,** towards any payments that might fall due under the
payment mechanism under Articles 6.7, 6.8 and Annex 4 of this Agreement.

**ARTICLE 10 - SIGNATURE/ACCEPTANCE**

The **Provider** and the **Recipient** may choose the method of acceptance unless either
party requires **this Agreement** to be signed **.**

**–**
**Option 1** **Signature*** [(8)]

(8)         - Where the Provider chooses signature, only the wording in Option 1 will appear in the Standard
Material Transfer Agreement. Similarly, where the Provider chooses either shrink-wrap or click-wrap,
only the wording in Option 2 or Option 3, as appropriate, will appear in the Standard Material Transfer

                               Agreement. Where the “click wrap” form is chosen, the Material should also be accompanied by a
written copy of the Standard Material Transfer Agreement.

# EN 8 EN

I, (Full Name of Authorized Official), represent and warrant that I have the authority
to execute **this Agreement** on behalf of the **Recipient** and acknowledge my
institution’s responsibility and obligation to abide by the provisions of **this**
**Agreement**, both by letter and in principle, in order to promote the conservation and
sustainable use of **Plant Genetic Resources for Food and Agriculture.**

         - I understand and expressly agree that the third party beneficiary shall have the
rights provided in Articles 4 and 8 of **this Agreement** .

         - I hereby declare that the **Recipient’s Sales** do not exceed USD [xx] in accordance
with Annex 2, Article 3.4. The **Recipient** commits to making annual payments and
submit annual reports as of the time that its **Sales** exceed USD [xx]. The right of the
third party beneficiary to request the appropriate information in accordance with
Article 4.4 of **this Agreement** is understood and expressly acknowledged.

         - I confirm that I am already a **Subscriber** to the **Multilateral System** .

Or

        - I hereby opt for the subscription option pursuant to Article 6.11 and Annex 2
of **this Agreement** and confirm I have sent the **Registration Form** in Annex 3 of
t **his Agreement** to the **Governing Body**, through its Secretary.

Or

         - I hereby opt for the single access options pursuant to Articles 6.7 and 6.8 and
Annex 4 of **this Agreement** .

Signature

Date

Name of the **Recipient**

**–**
**Option 2** **Shrink-wrap Standard Material Transfer Agreements*** [(9)]

The **Material** is provided conditional on acceptance of the terms of **this Agreement** .

The provision of the **Material** by the **Provider** and the **Recipient** ’s acceptance and
use of the **Material** constitutes acceptance of the terms of **this Agreement** .

The **Recipient** understands and expressly agrees that the third party beneficiary shall
have the rights provided in Articles 4 and 8 of **this Agreement** .

If the **Recipien** t’s **Sales** do not exceed USD [xx], it shall submit the following
statement in writing and duly signed to the **Governing Body**, through its Secretary,
or otherwise the exemption provided in Annex 2, Article 3.4 does not apply: “I
hereby declare that the **Recipient** ’s **Sales** do not exceed USD [xx] in accordance
with Annex 2, Article 3.4. The **Recipient** commits to making annual payments and
submit annual reports as of the time that its **Sales** exceed USD [xx]. The right of the
third party beneficiary to request the appropriate information in accordance with
Article 4.4 of **this Agreement** is understood and expressly acknowledged.”

(9)         - Where the Provider chooses signature, only the wording in Option 1 will appear in the Standard
Material Transfer Agreement. Similarly, where the Provider chooses either shrink-wrap or click-wrap,
only the wording in Option 2 or Option 3, as appropriate, will appear in the Standard Material Transfer

                               Agreement. Where the “click wrap” form is chosen, the Material should also be accompanied by a
written copy of the Standard Material Transfer Agreement.

# EN 9 EN

If the **Recipient** is a **Subscriber**, it shall submit the following information to the
**Governing Body**, through its Secretary: “I hereby confirm that I am a **Subscriber**,
with the Subscriber number .....................”

Or

If the **Recipient** opts for the subscription option, it shall submit the following
information to the **Governing Bod** y, through its Secretary: “I hereby opt for the
subscription option pursuant to Article 6.11 and Annex 2 of **this Agreement** and
confirm I have sent the Registration Form in Annex 3 to this Agreement to the
**Governing Body**, through its Secretary.”

Or

If the **Recipient** opts for the single access option, it shall submit the following
information to the **Governing Body**, through its Secretary: “I hereby opt for the
single access options pursuant to Articles 6.7 and 6.8 and Annex 4 of **this**
**Agreement** .”

**–**
**Option 3** **Click-wrap Standard Material Transfer Agreement*** [(10)]

         - I hereby agree to the above conditions.

         - I understand and expressly agree that the third party beneficiary shall have the
rights provided in Articles 4 and 8 of **this Agreement** .

         - I hereby declare that the **Recipient** ’s **Sales** do not exceed USD [xx] in accordance
with Annex 2, Article 3.4. The **Recipient** commits to making annual payments and
submit annual reports as of the time that its **Sales** exceed USD [xx]. The right of the
third party beneficiary to request the appropriate information in accordance with
Article 4.4 of **this Agreement** is understood and expressly acknowledged.

         - I hereby confirm that I am a **Subscriber**, with the Subscriber number ............

Or

         - I hereby opt for the subscription option pursuant to Article 6.11 and Annex 2 of
**this Agreement** and confirm I have sent the **Registration Form** in Annex 3 to **this**
**Agreement** to the **Governing Body**, through its Secretary.

Or

         - I hereby opt for the single access options pursuant to Articles 6.7 and 6.8 and
Annex 4 of **this Agreement** .

2. _**Annex 1**_

**LIST OF MATERIALS PROVIDED**

This Annex lists the **Material** provided under **this Agreement**, including the
associated information referred to in Article 5b. The following information is
included, or the source indicated from which it may be obtained, for each **Material**
listed: all available passport data and, subject to applicable law, any other associated,
available, non-confidential descriptive information.

(10)         - Where the Provider chooses signature, only the wording in Option 1 will appear in the Standard
Material Transfer Agreement. Similarly, where the Provider chooses either shrink-wrap or click-wrap,
only the wording in Option 2 or Option 3, as appropriate, will appear in the Standard Material Transfer

                               Agreement. Where the “click wrap” form is chosen, the Material should also be accompanied by a
written copy of the Standard Material Transfer Agreement.

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**Table A**

**Materials** :

Crop: Accession number or other identifier

Associated information, if available, or source from which it may be obtained (URL)

**Table B**

**Materials** that are **Plant Genetic Resources for Food and Agriculture under**
**Development** :

Crop:

Accession number or other identifier

Associated information, if available, or source from which it may be obtained (URL)

In accordance with Article 6.5b, the following information is provided regarding the
**materials** received under an SMTA or which were brought into the **Multilateral**
**System** by an agreement pursuant to Article 15 of the **Treaty**, from which the **Plant**
**Genetic Resources for Food and Agriculture under Development** listed in Table
B are derived:

Crop:

Accession number or other identifier

Associated information, if available, or source from which it may be obtained (URL)

3. _**Annex 2**_

**TERMS AND CONDITIONS OF THE SUBSCRIPTION OPTION (ARTICLE**
**6.11)**

**ARTICLE 1 - SUBSCRIPTION**

1.1 The **Recipient**, who subscribes in accordance with Article 6.11 of **this**
**Agreement** (hereinafter referred to as the “ **Subscriber** ”), agrees to be bound by the
following additional terms and conditions (the “ **Subscription Terms** ”).

1.2 The **Subscription** shall take effect upon receipt by the **Subscriber** of the
Subscriber number from the Secretary of the **Governing Body**, following the
submission of the duly signed **Registration Form** contained in Annex 3. The
**Subscriber** shall not be required to sign Annex 3 of any subsequent Standard
Material Transfer Agreement, during the period of **Subscription** .

1.3 The **Subscriber** shall be relieved of any obligation to make payments under any
Standard Material Transfer Agreements signed before [date], and with respect to
materials accessed under those Standard Material Transfer Agreements, only the
payment obligations in these **Subscription Terms** shall apply.

1.3 BIS To the extent the **Subscriber** has signed any Standard Material Transfer
Agreements pursuant to Articles 6.7 or 6.8 of **this Agreement** after [date], the
**Subscriber** ’s payment obligations under those Standard Material Transfer
Agreements shall remain in place, and the **Subscriber** may subtract the sales of
associated products that are **Plant Genetic Resources for Food and Agriculture**
from the base of its subscription payment.

1.4 The G **overning Body** may amend the **Subscription Terms** at any time. Such
amended **Subscription Terms** shall not apply to any existing **Subscription**, unless

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the **Subscriber** notifies the **Governing Body** of its agreement to be subject to the
amended **Subscription Terms** . Should the **Subscriber** agree to the amended
**Subscription Terms**, such agreement shall not affect the date on which the
**Subscription** had taken effect.

**ARTICLE 2 - REGISTER**

The **Subscriber** agrees that its full name, contact details and the date at which
**Subscription** took effect, shall be placed on a public register (the “ **Register** ”), and
undertakes to immediately communicate any changes to this information to the
**Governing Body** of the **Treaty**, through its Secretary.

**ARTICLE 3 - MONETARY BENEFIT-SHARING**

3.1 In order to share the monetary benefits from the use of **Plant Genetic Resources**
**for Food and Agriculture** under the **Treaty**, the **Subscriber** shall make annual
payments based on the **Sales** of products that are **Plant Genetic Resources for Food**
**and Agriculture** .

3.2 The applicable rate of payment on **Sales** of products that are **Plant Genetic**
**Resources for Food and Agriculture** shall be [yy]%.

3.3 At the request of the **Subscriber**, who only commercializes products that are
**Plant Genetic Resources for Food and Agriculture** that are **available without**
**restriction**, through the **Registration Form** contained in Annex 3, the rate of
payment shall be [xx]%.

3.4 Notwithstanding the above, no payment shall be required for a **Subscriber** in a
financial year in which its **Sales** do not exceed USD [xx].

3.5 Payment shall be made within sixty (60) days after closure of accounts each
financial year, for the previous year. Whenever the **Subscription** took effect during
the year, the **Subscriber** shall make a proportionate payment for the first year of its
**Subscription** .

3.6 The **Subscriber** shall submit to the Secretary of the **Governing Body**, within
sixty (60) days after closure of accounts each financial year a statement of account,
including in particular the following:

a) Information on the **Sales** for which payment was made;

b) In case of Article 3.3 of Annex 2, information on the **Subscriber** ’s product
portfolio;

c) the verifiable source of the information provided;

or a signed declaration showing that it is exempted from payment in accordance with
Article 3.4 above.

Such information shall be treated as confidential business information, to the extent
specified by the **Subscriber** within the limits set by **this Agreement**, and shall be
made available to the third party beneficiary, in the context of dispute settlement, as
provided for in Article 8 of **this Agreement**, and to the **Governing Body** for
aggregated reporting purposes on income to the fund established by the **Governing**
**Body** in accordance with Article 19.3f of the **Treaty** .

3.7 All payments due to the **Governing Body** shall be payable in United States
dollars (USD) at the exchange rate that prevailed at the date of closure of accounts

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for the following account established by the **Governing Body** in accordance with
Article 19.3f of the **Treaty** :

FAO Trust Fund (USD)

GINC/INT/031/MUL,

IT-PGRFA (Benefit-sharing),

Citibank

399 Park Avenue, New York, NY, USA, 10022,

Swift/BIC: CITIUS33, ABA/Bank Code: 021000089, Account No. 36352577

**ARTICLE 4 - WITHDRAWAL FROM THE SUBSCRIPTION**

4.1 The **Subscription** shall be in force until the **Subscriber** withdraws from it,
subject to the outcomes of any dispute settlement under Article 8 of **this Agreement** .

4.2 The **Subscriber** may withdraw from its **Subscription** upon six months written
notice to the **Governing Body** through its Secretary, not less than 10 years from the
date that the **Subscription** took effect.

4.3 Upon withdrawal from its **Subscription**, the **Subscriber** shall no longer use the
**Material** . The **Subscriber** may conserve the **Material** and make it available to the
**Multilateral System** in accordance with Article 6.3. The **Subscriber** may also offer
to return any remaining **Material** in its possession to the **Provider** . If this is not
possible or the **Provider** declines the offer, the **Subscriber** shall offer to transfer the
**Material** to an international institution that has signed an agreement with the
**Governing Body** under Article 15 of the **Treaty** or any other genebank that operates
under the terms and conditions of the **Multilateral System** . If the offer is declined or
such transfer is not possible, as a last resort, the **Material** may be destroyed, and
evidence of its destruction is to be provided to the third party beneficiary.

4.4 The monetary benefit-sharing provisions of Article 3 of these **Subscription**
**Terms** shall continue to apply for two years from the end of the **Subscription** .
Notwithstanding the foregoing, only Articles 4, 6.1, 6.2, 6.3, 6.4, 6.9, 6.10 and 8 of
**this Agreement** shall continue to apply after the end of the **Subscription** .

4. _**Annex 3**_ [(11)]

**REGISTRATION FORM**

The **Recipient** hereby agrees to be bound by the **Subscription Terms** . It is
understood and expressly agreed that the **Recipient** ’s full name, contact details and
the date at which **Subscriptio** n took effect, shall be placed on a public register of
**Subscribers** (the “ **Register** ”), and that any changes to this information is
communicated immediately to the **Governing Body** of the **Treaty**, through its
Secretary, by the **Recipient** or its authorized official.

         - (Only if the monetary benefit-sharing payment rates under Annex 2, Article 3.3 are
chosen): I hereby opt for the payment rates provided in Annex 2, Article 3.3. I
understand and expressly agree that my yearly statement of account will have to
include the additional information stipulated in Annex 2, Article 3.6.

(11) This Annex only applies if the Recipient has opted for the subscription option. If the Recipient is
already a Subscriber and has indicated the Subscription number in Article 10 above, they shall not be
required to sign the Registration Form.

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Signature

Date

Full name of Recipient:

Address:

Telephone:

Email:

Recipient’s authorized official:

Address:

Telephone:

Email:

NB: The **Recipient** must also sign or accept **this Agreement**, as provided for in
Article 10, without which Registration is not valid. The **Recipient** shall signify
acceptance by returning a signed **Registration Form** to the **Governing Body**,
through its Secretary, at the address below. A signed **Registration Form** must be
accompanied by a copy of **this Agreement** .

The Secretary,

International Treaty on Plant Genetic Resources for Food and Agriculture

Food and Agriculture Organization of the United Nations

I-00153 Rome, Italy

Email: ITPGRFA-Secretary@FAO.org.

5. _**Annex 4**_ [(12)]

**TERMS AND CONDITIONS OF THE SINGLE ACCESS OPTION**

**(ARTICLES 6.7 AND 6.8)**

1. On **commercialization** of the **Product**, the Recipient shall pay each year [bb
%] of the annual **Sales** of the **Product**, if the **Product** is **not available without**
**restriction** to others for further research and breeding, for the period for which the
restriction is applicable. After the restriction comes to an end, the **Recipient** or any
of its **affiliates** commercializing the **Product** will continue to make payments at the
rate referred to in Paragraph 2 below.

2. On **commercialization** of the **Product**, the **Recipient** shall pay each year, for a
period of twenty-five years, [aa] % of the annual **Sales** of the **Product**, if the
**Product** is **available without restriction** to others for research and breeding.

3. For a particular **Product**, the **Recipient** shall be required to make payments for
not more than twenty-five years in total.

4. The **Recipient** shall notify the **Governing Body** through its Secretary that it has
**commercialized** the **Product**, within 6 months of the date the **commercialization**
had started.

4bis. The **Recipient** may opt make a one-time payment equivalent to [zz%] of the
total research and development expenditure related to the development of the

(12) This Annex applies only if the Recipient has not opted for the subscription option

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**Product** upon completion of the initial research phase. That payment will be
deducted from any payment due under Articles 1 or 2 above. Completion of initial
research means that laboratory analyses, field studies, or any other research activities
necessary to determine the utility of the **Material** or its components obtained from
the **Multilateral System** has been conducted and finalized.

5. No payment shall be due from the **Recipient** when the **Product** :

(a) has been purchased or otherwise obtained from another person or entity who has
already made payment on the **Product** ;

(b) is sold or traded as a commodity; or

(c) contains a genetic contribution of less than 6.25% by pedigree of the **Material**
and does not contain a trait of commercial value that was contributed by the
**Material** .

6. Where a **Product** contains a **Plant Genetic Resource for Food and Agriculture**
accessed from the **Multilateral System** under two or more material transfer
agreements based on the Standard Material Transfer Agreement only one payment
shall be required under paragraphs 1 and 2 above.

7. The **Recipient** shall submit to the **Governing Body**, within sixty (60) days after
closure of accounts each financial year, an annual report setting forth:

(a) the **Sales** of the **Product** or **Products** by the **Recipient**, and any of its **affiliates**,
for the twelve (12) month period preceding the annual closure of accounts;

(b) the amount of the payment due;

(c) information that allows for the identification of the applicable payment rate or
rates; and

(d) the verifiable source of the information provided.

Such information shall be treated as confidential business information, to the extent
specified by the **Recipient** within the limits set by **this Agreement**, and shall be
made available to the third party beneficiary, in the context of dispute settlement, as
provided for in Article 8 of **this Agreement**, and to the **Governing Body** for
aggregated reporting purposes on income to the fund established by the **Governing**
**Body** in accordance with Article 19.3f of the Treaty.

8. Payment shall be due and payable upon submission of each annual report. All
payments due to the **Governing Body** shall be payable in United States dollars
(USD) at the exchange rate that prevailed at the date of closure of accounts for the
following account established by the Governing Body in accordance with Article
19.3f of the Treaty:

FAO Trust Fund (USD)

GINC/INT/031/MUL,

IT-PGRFA (Benefit-sharing),

Citibank

399 Park Avenue, New York, NY, USA, 10022,

Swift/BIC: CITIUS33, ABA/Bank Code: 021000089, Account No. 36352577

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9. A **Recipient** may withdraw from **this Agreement** upon six months written notice
to the **Governing Body**, through its Secretary, not less than ten years from the date
of signing of **this Agreement** by the **Provider** or the **Recipient**, whichever date is
later, or from the date of acceptance of **this Agreemen** t by the **Recipient** .

10. In the case that the **Recipient commercializes** a **Product**, in respect of which
payment is due in accordance with Articles 6.7, 6.8 and Annex 4 of **this Agreement**,
such payment shall continue after withdrawal while that **Product** is **commercialized**
and in accordance with the terms of Articles 6.7, 6.8 and Annex 4 of **this**
**Agreement** .

11. Upon withdrawal from **this Agreement**, the **Recipient** shall no longer use the
**Material** . The **Recipient** may conserve the **Material** and make it available to the
**Multilateral System** in accordance with Article 6.3. The **Recipient** may also offer to
return any remaining **Material** in its possession to the **Provider** . If this is not
possible or the **Provider** declines the offer, the **Recipient** shall offer to transfer the
**Material** to an international institution that has signed an agreement with the
**Governing Body** under Article 15 of the **Treaty** or any other genebank that operates
under the terms and conditions of the **Multilateral System** . If the offer is declined or
such transfer is not possible, as a last resort, the **Materia** l may be destroyed, and
evidence of its destruction is to be provided to the third party beneficiary.

12. Notwithstanding the above, only Articles 4, 6.1, 6.2, 6.3, 6.4, 6.9, 6.10 and 8 of
**this Agreement** shall continue to apply after the withdrawal has taken effect.

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