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~ ~ Nt®011 AGREEMENT BETWEEN THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC. AND MICROBIOLOGICAL ASSOCIATES iNCORPORATED This agreement covers research to be performed by Microbiological .ssociates Incorporated in accordance wi th the attached protocols taken from :he proposal presented to The Council for Tobacco Research - U.S.A., Inc. and Iated September 5, 1974. It is agreed that the total charges for the studies tccording to these protocols will not exceed S108,406.00 for the fourteen-month ,eriod beginning November 1, 1974 and ending December 31, 1975. We oropose to iake payment to Microbiological Associates Incorporated on a monthly basis +ithin twenty (20) days of receint of an i.rvoice detailing charges incurred utder the protocols. In no event shall we pay more than ninety percent (90%) )f the charges under the protocols prior to receipt of a complete report :overing the fourteen-month period. Final nayment will be made afterr approval +y The Council's Executive Vice President of this complete report covering the 'ourteen-month period. Should any deviations from the protocols seem necessary due to •esults observed during the course of the study, Microbielogical Associates :ncorporated will notify The Cour,cil for Tobacco Research - U.S.A., Inc. Any .)roposed change and any revision in cost will be submitted for and will depend ioon written confirmation and approval of The Council for Tobacco Research - ].S.A., Inc. Tt is understood and agreed that any major ad3itions to or changes .n the protocol which either party to this agreement might reouest will be :overed by mutually acceptable separate written addenda to this agreement, and oill require the approval of The Council's Executive Vice President or others +nom he may designate. i • .. - • ~ . 4. . Should any unforeseen change in circumstances mal:e it appropriate :o curtail or terminate the study, The Council for Tobacco Research - U.S.A., :nc. shall have the privilege o: doing so upon sixty (60) days written notice -)y registered letter to Micrebiological Associates Incorporated. In the event :if any such curtailment!both parties shall negotiate reduced charges for the iecessary rer.+aining services. In case of termination, no penalty costs 4mr >t)er--expewses shall be asseesed. - 6r'S.. .6 1* All data obtained and all invention:, developments, find.'.ngs or 9is:overies whether or not patentable, made by Microbiolorlical Associates :ncorporated in the course of, or .:s a result of, work done under this agreement :hall be the sole and exclusive rrooert}• of The Council for Tobacco Research - ].S.A., Irc. Micro:,iological Associates Incorporated will execute assianmenta ind cc+oper4te in the makino of patent arplications and in the rr.ecuttina of all

HT®0119272 other necessary papers, as well as requiring execution by its employees, where necessary. .Nicrobiological Associates Incorporated agrees to keeD secret and confidential any information, knowledge or data obtained in connection with, or as a result of, work done under this agreement, and further agrees not to use such information for itself or for others either directly or indirectly, or disclose it to any third party outside of The Council. for Tobacco Research - U.S.A., Inc. without The Council's prior written approval. All equipment, documents, books, records, notes or other materials or data furnished by or on behalf of The Council for Tobacco Research - U.S.A., Inc. in connection with work done under this agreement shall at all times be the property of The Council for Tobacco Research - U.S.A., Inc. and shall be returned by Microbiological Associates Incorporated to the respective owner as designated by The Council for Tobacco Research - U.S.A., Inc. at the termination of this agreement, or at any timo that The Council for Tobacco Research - U.S.A., Inc. may request. If the terms of this agreement are satisfactory, please sign and date both ..:.pias of this letter and return one copy to The Council's Executive Vice President. Sincerely yours, 8Y THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC. Executive Vice PrEsiden ACCEPTED: I+IICROBIOLOC,ICAL ASSOCIATES INCORPORAT November 1, 1974 Date