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.. . &I01 1925(1 Contract No. 30 AGREEMENT BETWEEN THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC. and MICROBIOLOGICAL ASSOCIATES This agreement wil] serve 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 a1,170,00C+ covering the period September 1, 1978 through August -s1, 1979 in accordance with MA's Proposed Studies for CTR-0030 "Smoke Inhalation Carcinogenesis Studies in Mice," dated August 24, 1978. The Council agrees to make payment to MA on a monthly basis, within approximately twenty (20) days of receipt of an invoice detailing charges incurred in performance of the contract. For billing purposes, it is understood that MA operates on a fifty-two week fiscal year basis beginning approximately November 1 and continuing through approximately October 31. The first month of each fiscal quarter contains five (5) weeks and the second and third montht of rach fiscal quarter contain four (4) weeks. The Council will be billed for actual direct costs incurred during each billing period plus C F A and overhead. G f, A will be billed at a fixed percentage of direct costs incurred and overhead as agreed in the budget. Overihzad is a fixed dollar amount as agreed in the budget. Five fifty-seconds (5/52's) of the fixed dollar amount will be billed in the first week of each quarter and four fifty-seconds (4/52's) of the Fixed dollar amount will be billed in the remaining weeks of each quarter. At its option and expense, The Council may arrange for an independent audit of those charges billed to CPR. It is understood that any such audit will be performed by an independent auditor selected by The Council; however, MA shall have the right to veto up to two (2) selected auditors. Such audit may commence at any time during the budgetary period or for a period of six (6) months sfter the expiration date af this extension. All actual direct costs as billed shall be subject to audit; overhead and G F A shall not be subject to audit except to verify the billing computation described above. Should any deviations from tae protocols seem necessary due to results observed during the course of the study, MA will notify The Council in writing. Any such proposed change to the protocol and any revision in cost will be submitted and will depend upon written confirmation and approval of CfR. It is understood and agi•eed that any major additions to or changes in the protocol which either party to this agreement might iequest will be covered by mutually acceptable separate written addenda to this Agreement.

; ~.~i~~~~a25i Should any unforeseen change in circumstances make it appropriate to curtail or terminate the study, The Council for Tobacco Research - U.S.A., Inc. shall have the privilege of doing so upon sixty (60) days written notice by registered letter to Microbiological Associates. In the event of any such curtailment or termination both parties shall negotiate reduced charges for the necessary remaining services including necessary curtailment or termination costs. In case of termination, no penalty costs shall be assessed. MA will not be liable for and -i11 be excused for failure to perform under this Agreement which failure results from causes beyond its reasonable cont ro l . 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. MA willl execute assignments and cooperate in the making of patent applications and in the executing of all other necessary papers, as welll 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 others either directly or indirectly, or disclose it to any third party outside of CTR without The Council's prior written approval. The Smoke Exnosure A{achine (SEM), Walton Horizontal Smoking Machines, and all documents, books, records, notes or other materials 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 an•; time that CTR may request. Nlowever, MA shall reserve the right to maintain nll necessary books and records required for internal record keeping purposes. In the event that this Agreement is not extendru, -he facilities rearrangement shall become the property of MA. Further, with respect to property: A. CTR Furnished Property. From time to time, as CTR may deem it necessary, they have the right to furnish property required for the performance of the work under this contract. it is required that a transfer letter, in triplicate be provided indicatir•g the following information: . Iterc number . Description (include model, type, capacity, dimensions, etc.) . Quantity . Manufacturer's serial numbe,r . Condition (new, good, fair, poor) . Acquisition value Upon receipt of the furnished property, c,ne copy will be signed by an authorized representative of Microbiological Associates and returned to The Council for Tobacco Research. 2

V , I Nt1Q119252 B. Title. Title to all property furnished by CIR shall remain in CTR. Title to all property purchased by PW, the cost of which MA is entitled to be reimbursed, shall pass to and vest in CTR. C. Microbiological Associates shall maintain and administer in accordance with sound business practice a program for the maintenance, repair, protection and preservation, control of, and accountability for, The Council for Tobacco Research property so as to assure its full availability and usefulness for the perform- ance of this contract. D. Cost of Insurance, State and Local Personal Property Taxes. Though title to personal property may be vested in CTR, MA will properly insure it and be responsible for filing state and local personal property tax returns. Charges for insurance coverage and attributable personal nroperty taxes will be paid directly by MA and costs thereof to be a part of the proposed overhead. E. Disposition of Property. Upon completion or expiration of this contract MA shall render an accounting of all CTP, property which had come into the possession or custody of MA under this contract. N1A agrees to purchase available property from CTR as follows: Period of time after year in which the equipment was purchased Purchase price % of acquired value 1st Year 20% 2nd Year 20% 3rd Year 200 4th Year 15% 5th Year 10% Thereafter S1.00 THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC. Bv: Executive Vice President ACCEPTED: MICROBIOLOGTCAL ASSOCIATES By: Director of Contract Administration Date: 3