Tobacco Documents Online

Hr00119258 Contract No. 30 AGREEMENT BETWEEN THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC. AND MICROBIOLOGICAL ASSOCIATES This Agreement will ;erve to approve the extension of the contract between The Council for Tobacco Research - U:S.A., Inc., hereinafter sometimes called CTR, and Microbiological Associates, hereinafter sometimes called MA, in an amount not to exceed $1,170,000 covering the period September 1, 1978 through August 31, 1979 in accordance with MA's Proposed Studies for CTR-0030 "Smoke Inhalation Carcinogenesis Studies in Mice," dated August 24, 1978. Cirs. s? ' :+G,b pa vi'F+4r.d At its option and expense, The Council may arrange for an independent audi t •of It is understood that aiy such audit will be performed by an independent auditor M4••°"•• ~- ^,~'° to The Counci l and MA and may commence at any time during the budgetary period or for a period of six (6) months after the expiration date of this extension. . L± .! r r 1 The Council -ihhall make payment to MA on a monthly basis within twenty (20) days of receipt of an invoice detailing charges incurred in performance of the contract. -be-+nade aftet: approva}-ofi t-he report by-The Counci 1's Executi•u Vice .Pxe0derwt--9r-ft designated representative. •' e Shoula any sabusatirai deviations from the protocols seem necessary due to results observed during the course of the study, MA will notify The f.ounci 1 e- Any such prnposed change to the protocol 4zerA+'14tvA)-ir: any revision in cost will be submitted and will depend upon written confir- mation and approval of CTR. It is understood and agreed that any major additions to or changes in the protocol which either party to this agreement might request will be covered by mutually acceptable separate written addenda to this Agreement. CTR has tWe option to extend the term of this Agreement for two (2) additional years at a price to be negotiated annually. CTR wi11 notify••MA of/theirr intention to renew tlfe _Agreement in y/riting at A'east sixty (60) days prior to the termination'of the Agreemelit. MA will not be liable for and will be excused for•failure to perform under this Agreement which failure results from causes beyond its reasonable control. Except.-es otherwise a;+ecifical},-np^avidedlij this Agreeement, any ~ disputes concerrting questions-af-fact under this Agreement which',dre not

I NT0011°?59 proirptly d4posed of by r••utual agree:ne sha11 bp reso•lved through binding arbitration under.tbe rules of the Ameri Arbitration A*;sociation. All data obtained•and all inventions, developments, findings or discoveries whether or not patentable, made by MA in the course of, or as a result of, work done under this Agreement shall be the sole and exclusive property of CTR. f•1A wiii execute assignments and cooperate in the making of patent applications and in the executing of all other necessary papers, as well as requiring execution by its employees, where necessary. MA agrees to keep secret and confidential any information, knowledge or data obtained in connection with, or as a result of, work done under this Agreement, . MA further agrees not to use such information for itself or for ot;iers either directly or indirectly, or disclose it to any third paryo outside of CTR without The Council's prior written approval. All single-purpose'equipment, documents, books, records, notes or other mate'rials or data furnished by or on behalf of CTR in connection with work done under this Agreement shall at all times be the property of CTR and shall be returned by MA to the respective owner as designated by CTR at the termination of this Agreement, or at any time that CTR may request. However, MA shall reserve the right to maintain all necessary books and records required for internal record keeping , pu rposes . / / 6 In the event that this Agreement is not1extended, the facilities rearrangement shall become the property of P1A. Upon completion or expiration of this contract, NA shall also render an accounting of all CTR equipment which had come into the possession or custody of MA under this contract. MA, at its option, may purchase available equipment from CTR as follows: Period of Time After Year in Which The Purchase Price % of Acquired Value E ui ment Was Purchased lst Year 20%. 2nd Year 20% 3rd Year 206~' 4th Year 15% ' 5th Year 10°'.• Thereafter 51.00 THE COUNCIL FOR TOBACCO RESEARCH, - U.S.A'., INC. BY: Execu~ ti e~Vice President F,CC1"19cd: MICROBIOLOGICAL ASSOCIATES ' f DATE: •Rar An Plontgomery Director of Contract Administration