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H rPo1 19260 . f.GREL•:.UIE:;T BETWEL - THE COUICIL FOR TOBACCO RESEARCH - U. S. A. , INC. AND MICROBIOLOGICAL ASSOCIATES This Agreement cover s research te be performed by Microbiological Associates (MA) in accordance with the attached Proposal presented to The Council for Tobacco Research - U.S.A. , Inc. (CTR) and dated June_10, 1974. This Proposal describes rhe work scope, protocols, facility rearrangement, c:,uiY.^:ent p-:rchases requirPd and estimated budget. Insofar as it pertains to the first twelve months bcginning Jul_v-l, 1974, it hereby becomes a part of this Agreement and is incorporated herein by reference. '. lt is agreed that the total charges for the studies, facility rearrange- ment and equipment purchases will not exceed $83~6 _1_43. 00.for the twelve-month <<Y; period beginning July 1, 1974, and ending June 30, 1975. CTR proposes to make pAyment, to AtA on a monthly basis within twenty (Z0) days of receipt of an invoice detailing charges incurred. CTR will not pay more than ninety (90) r' •~percent of the fee charges prior to receipt of a complete report covering the twelve-month period. Final payment will be made after approval of the report . . ta` by The Council's aYAc..u."c 1'ica Presidc::t or his designated representative. ,, Should any deviation from the protocols seem necessary due to results ,. ,. pVserved during the course of the study, ASA will notify CTR. Any proposed change to the protocols and any revision in cost will be submitted and will depend upon written confirmation 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 acceptaole separate written addenda to &,is ASreemer.t. MA will not be liable for and will he excused for failure to perform under this Agreement which failure results from causes beyond its reasonable cont:ol. v Any expenditures for facilities rearrangement and equipment purchases in excess of the amounts specified in the proposed budget set forth in the Proposal require prior written approval. Utilization of any portion•of the $80,000 contingency funds set fcrth in the Proposal wi11 also require prior written approval of C TR. CTR has the option to extend the term of this Agteement for two (2) additional years at a price to be negotiated annually. CTR will notify MA of their . ~ Lr

- HT®0119261 ~ ~ :ntr,ntion to renew the Agreement in writing at least sixty (60) days prior to the termination of the Agreement. In the event that this Agreement is not extended the facilities rearrangement shall become the property of A4A and MA agrees to purchase the available equipment in accordance with the schedule on Page 16 of the Proposal (IV E). All data obtained and all inven_tiohs, developments, finding s or discoveries whether or not patentable, made by ZulA in the course of, or as a result of, work done under this Agrccment shall be the sole and exclusive property of CTR. NtA will execute assignrncntE and cooperate in :he 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 confidcptial any information, kno%trledge or data obtained in connection with, or as a result o[, work done under this Agreement, and further agrees not to use svich information for itself or for others either directly or indirectly, or disclose it to any third party outside of CTR without The :~ Council's prior written approval. All single purpose equipment, documents, books, records, notes or other materials or data furnished by or on behalf of CTR in conner:tion with work done under this Agreement shall at all times be the property of CTR and shall be returned by ivtA to the respective owner as desiienated by CTR at the termination of the Agreement, or at any time that CTR may request. If the terms of this Agreement are satisfactory, please sign and date both copies of this letter and return one copy to The Council's Executive Vice President. , Sincerely yours, THE COUNCIIr FOR TOBACCO RESEARCH, U. S. A. , INC. BY: Execu ive Vice Pre:sident ACCEPTED: MICROBIOLOGICAL ASSOCIATES " l incent L, ft uwet / Vice President, -Conacts nd Adrpinistration DATE: