Tobacco Documents Online

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BIO-BESEA$CH 'CONSULTANTS, iNc: CONSU=TATION = RESeARGM • DEVEIOPMeNT f. NOM8U RGE R, M. D., Oir.Ner i. lERWEID. FkD..Dir.cror e1 Re...rch PERSONAL AND CONFIDENTTAL Dr. Vincent Lisanti The Council for Tobacco Research-U.S.A, 110 East 59th Street New York, New York 10022 Dear Vincent: 9 COMMERCIAL AVENUE CAMlRIDOE. MASSACMUSETTS 02141 le17) ee4-87oa January 6th, 1970 Enclosed are the comments recently received from our counsel regarding the contract form of CTR; we hope that his suggestions will be acceptable to your lawyers. Best regards, Your cerely, Freddy Homb ger, M, D, President an Director FH:er Enclosure r rt ~ ~ CTR COMTRACTS 005526 11225267 CTR HN 042306

...~~~ .. .~~^.....~..., ~~~ ...va....a...~ :__a ~ATTORNCYS AT LAW ..w....w. ^ -- 015 CONNCCTICUT AVCNUC. N. W. WASNtNOTON. D. C• 20006 COOC lOl ,_.. 10.•a00 January 2, 1970 I •o0ow.0•. j w.... ~ .o.....a.a Dr. P. Homburger Director Bio-Research Consultants, Inc. 9 Commercial Avenue Cambridge, Mass. 02141 Dear Dr. Homburger: - q,Opt CyWOn , • a Thank you for your letter of December 29, 1969 enclosing a copy of the form contract submitted to you by The Council for Tobacco Research-U.S.A. We have reviewed this form of agreement together with your proposed specific agreement on the work to be done for the Council and have the following recommendations and suggestions: 1. Ide believe it is preferable to have a specific description of the project in the agreement itself, thus eliminating the necessity of perhaps going outside the written contract for additional information. Confusion and possible errors are avoided, and we believe a very clear definition of the investigation to be under- taken for the Council is preferable. 2. In the light of our experience with B1o-Research Consultants, Inc. and other laboratories of your relative size, we certainly recommend against the submission of monthly invoices because of the diffi-`Q culty of preparing such data for presentation on a 30- ~ day basis. We believe your recommendation that invoices be submitted quarterly should be sufficient, and there C~G is enough by way of safeguard in your proposed draft t Uo be certain that there would not be an unusual overrun within any 90-day period, especially if the Contracting Officer or the Council's Executive Director stays in touch with you on your current operations. --- -- -~..._,----- ~-----..-•_._.. , CTR cQNTRACTS 00552?' 11225268 CTR HN 042307

a hAYL•X 69 MCFCRrz71'•_ -._.- ~ Dr. F. Homburger • January 2, 1969 ` Page Two • s:. 3..•The Council has selected _the privilege ..of-curtailing or terminating the study upon 30 days' notice to Consultants. This is not advisable for a number of reasons. First, you shall have to have the ~ necessary professional personnel co~nmltted in advance and for a definite period so that they'are available profesaional work during the performance •of .the _, . co•itract. Most professional people, as you know, are not willing to take assignments which are cancellable on a month-to-month basis. Secondly, the possible cancellation or termination of the study on 30 days' notice would lead to expense on the part of you with regard to the care of the animals and equipment, as well as the adnLiniatra- tive costs of your staff which are committed for ih advance. 4. With regard to the expenses of Bio- Research Consultants, Inc., you should have, as-you suggest, a contract for 36 months or more In order to have some assurance that the expenses you make in ad- vance in preparing for the study will be fully amortized over the period of the contract. 5. We note that there is no language in your proposed draft with regard to the fact that find- ings made by Consultants in the course of this study belong to the Council. You may wieh•to refer to the Council's proposed contract form and give the Council the assurance with regard to this point. In summary, we believe the major point is that you should have a 36-month contract with payments being made quarterly in order to be able to give you the beat form of business planning for your professional staff and for Bio-Research Consultants, Inc. , With best regards, Sincerely, Walter A. Slowinski mo CTR CONTRRCTS 005528 11225269 CTR NN 0412-30a