Product Transfer Guidance: Sample Cover Letter - Template

Disclaimer:  The contents of this document do not have the force and effect of law and are not meant to bind the public in any way. This document is intended only to provide clarity to the public regarding existing requirements under the law or agency policies.

Supplement to Pesticide Label Review Manual Chapter 16: Transfer of Product Registrations and Data Rights
Office of Pesticide Programs 
Office of Chemical Safety and Pollution Prevention 
U.S. Environmental Protection Agency

Note: Only use this particular cover letter if you intend to produce new product under the old label during the 18-month post transfer grace period.

If not then, please include a standard cover letter, signed and dated, on company letterhead, explaining your intent to transfer.

<Insert Date>

Document Processing Desk (XFER)
Office of Pesticide Programs 
U.S. Environmental Protection Agency
Room S-4900, One Potomac Yard
2777 South Crystal Drive
Arlington, VA 22202

Dear Mr. Vaughn:

Subject:		[TRANSFEROR]  (EPA Company Number xxx)
			Transfer of EPA Product Registration(s) and Data to
			[TRANSFEREE] (EPA Company Number yyy)

[TRANSFEROR] [EPA Company Number xxx] requests that the U.S. Environmental Protection Agency transfer certain EPA registered products to [TRANSFEREE] [EPA Company Number yyy].   

A Transfer Document, executed by authorized representatives of both parties, provides the required documentation and affirmations delineated at 40 CFR §152.135(b) and (c) to effect this request for transfer of EPA product registrations.  The Transfer Document is enclosed with this letter.

In support of the sale of the products and the registrations from [TRANSFEROR] to [TRANSFEREE], the sale agreement provides a transition period of eighteen months after EPA’s approval of the transfer of the registrations and corresponding product labels. [TRANSFEROR] provides the licenses and other necessary rights to use the company name and logo during the transition period. This allows for the continuation of production during this period with seamless transition of the product registrations while maintaining supply of the product to customers. During the transition period, transferee completes internal activities to ensure manufacturing and supply processes are established to produce product bearing [TRANSFEREE’s] registered label upon obtaining the necessary state registrations. In addition, the sales agreement provides, as necessary, transitional services including regulatory, manufacturing, supply, and product services (e.g., call center) support for this transitional period.

Consistent with the sale agreement explained above for the registered products subject to this transfer, [TRANSFEROR] requests that EPA allow the labels which currently appear on [TRANSFEROR’s] product to continue to be used up to 18 months after the effective date of the transfer.

Under the terms of 40 CFR §152.135(d), I understand that the Agency will approve the transfer without requiring that the Transferee obtain new registrations and that the Agency will notify the Transferor and the Transferee of its approval of this transfer request.

REGISTRATION and DATA TRANSFER AGREEMENT
(Used for Transfer of Registrations and Data Ownership)
Reference:  40 CFR § 152.135 and 40 CFR § 152.98

Notification is made this ______ day of ______________, 2020, by and between the TRANSFEROR _______________________________________________ and the TRANSFEREE ___________________________________________________.  In consideration of mutual covenants and agreements made and/or for good and valuable consideration, the parties agree as follows:  

1.  PARTIES.  For the purpose of this Agreement, “Parties” shall mean: 

a)	TRANSFEROR (Current Registrant and/or data submitter):
EPA Company Number:	____________
Name:	_______________________________________________
Address:	_____________________________________________________________
City:	____________________________   State:   _____   Zip:   ______________
State of Incorporation:	________________________
Name of Authorized Company Official or Agent: _______________________________
Title of Authorized Company Official or Agent: ________________________________
Original Signature of Authorized Company Official or Agent: _______________________
Date Signed:  ____________________________

b)	TRANSFEREE (Company Receiving Registrations and/or data):
EPA Company Number:	____________
Name:	______________________________________
Address:	_____________________________________________________________
City:	____________________________   State:   _____   Zip:   ______________
State of Incorporation:	________________________
Name of Authorized Company Official or Agent: _______________________________
Title of Authorized Company Official or Agent: ________________________________
Original Signature of Authorized Company Official or Agent: _______________________
Date Signed:  ____________________________
2.	REGISTRATION.  For the purpose of this Agreement, “Registration” shall mean the following EPA registration number(s) and product name(s): 

EPA Registration Number
	Product Name	

		

3.  REGISTRATION ASSIGNMENT.  Transferor does hereby irrevocably transfer to the Transferee all right, title and interest in the EPA registrations listed in this document.  

4. DATA ASSIGNMENT.  Transferor does hereby irrevocably transfer to the Transferee all rights, titles and interest in the items of data named herein.  Data that are specifically part of this ASSIGNMENT are listed in APPENDIX A.  NOTE:  If transferring data, in any transfer other than a company ownership transfer then, YOU MUST LIST THE DATA.  You must also address whether or not Exclusive Use of the data is also being transferred. 
 				 If no data then, put “NONE” here.

(SEE APPENDIX A)

5.  WARRANTY OF TITLE.  Transferor warrants that it is the lawful owner of the property hereby conveyed and that such property (registrations and/or data) shall not serve as collateral or otherwise secure any loan or other payment arrangement or executory promise, and that the registration(s) and/or data shall not revert to the transferor unless a new transfer agreement is submitted to and approved by the Agency.  

6.  REASON FOR TRANSFER.  (YOU MUST DESCRIBE the general underlying nature of the transaction, [e.g. sale, merger, court order or spin-off] etc. – no financial details or confidential information need be disclosed). Statements like “Internal Reasons” or “The reason for this transfer is that the parties wish to transfer” are not acceptable.

Example:  SALE

7.  FALSE STATEMENTS.  The Transferor and Transferee understand that any false statement regarding these documents may be punishable under 18 U.S.C. 1001.

8.  TRANSFEREE ACKNOWLEDGEMENT.  Transferee acknowledges that his rights and duties concerning registration under FIFRA and Title 40, Chapter 1, Subchapter E of the Code of Federal Regulations will be deemed by EPA to be the same as those of the Transferor at the time the transfer is approved.   

TRANSFEROR AFFIRMATION STATEMENT
Reference:  40 CFR § 152.135(c) and 40 CFR § 152.98(b)

The TRANSFEROR _____________________________________ hereby affirms that:

(1)  The person signing the transfer agreement for the Transferor is authorized by the registrant and/or original data submitter to bind the Transferor;

(2)  No court order prohibits the transfer, and any required court approvals (if any) have been obtained; and

(3)  The transfer is authorized under all relevant Federal, State and local laws and all relevant corporate charters, bylaws, partnerships, or other agreements.

[Note: To help prevent fraud, please do not authorize yourself.  The person signing the Affirmation Statement should be another company authorized official other than the person who signed the Transfer Agreement.]

__________________________________________________        Date: _______________
[Signature of Transferor’s Affirmation Official or Agent]  

___________________________________________________
  [Printed Name and Title of Affirmation Official or Agent]

[Note: This Affirmation Statement must be notarized.]

NOTARIAL CERTIFICATE   

____________________________________

Transfer Addresses:  Due to COVID-19 precautions, please submit your transfer (in PDF, DOC or XLS format) to email box:  companyownershipchanges@epa.gov  

The full addresses for company ownership, registration and data transfers are:

For Items Sent Via US Mail:		
Document Processing Desk (XFER)	
Office of Pesticide Programs (7504P)	
U.S. Environmental Protection Agency
Ariel Rios Building	
1200 Pennsylvania Ave NW	
Washington, DC  20460-0001

For Items Sent Via Courier:
Document Processing Desk (XFER)	
Office of Pesticide Programs (7504P)	
U.S. Environmental Protection Agency
Room S-4900, One Potomac Yard
2777 S. Crystal Dr.
Arlington, VA  22202

Other Addresses: 
Request for a Change of Company Name and/or Address
Document Processing Desk (COADR)	
Office of Pesticide Programs (7504P)	
U.S. Environmental Protection Agency
Room S-4900, One Potomac Yard
2777 S. Crystal Dr.
Arlington, VA  22202

Data Submitters List
Document Processing Desk (DSL)	
Office of Pesticide Programs (7504P)	
U. S. Environmental Protection Agency
Room S-4900, One Potomac Yard
2777 S. Crystal Dr.
Arlington, VA  22202

You may also submit to our secure fax (located within the Document Processing Desk (DPD) to the FAX number (703) 305-7670.

IT IS IMPORTANT TO BE ABLE TO CONTACT YOU !

In addition to the prescribed sample cover letter, please an additional cover letter on company letterhead which includes:

NEW Contact Person: ____________________________________

NEW Contact Phone Number: ___________________________

NEW Fax Number:  __________________________ (if available) and

NEW Contact Email Address:  ______________________________

If you have an Agent** (or new agent), please include the same above information for the agent as well.

Agent: ____________________________________________

Agent Contact Person: _______________________________

Agent Contact Phone Number: ___________________________

Agent Fax Number:  __________________________ (if available) and

Agent Contact Email Address:  ______________________________

** Note:  By “Agent” we mean a third party authorized to act for the company.  This is not to be confused with an “Agent/Member” such as with an LLC.

APPENDIX   A
Reference:  40 CFR § 152.98 (a) (3)
For Exclusive Use see:  7 USC § 136 et seq., Federal Insecticide Fungicide Rodenticide Act (FIFRA), Sec. 3 (c) (1) (F)

#	MRID or other Identifying Administrative Number	Name of  the Study	Name of Person or Lab that Conducted the Study	Date the Study was Submitted to EPA	Is Exclusive Use Claimed?
(Y or N)	If Yes then, Date Period of Exclusive Use Ends	
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