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I CF IN CORPORATED International Square, 1850 K Street, Northwest, Washington, D.C. 20006 (202) 862-1100 Dr. A. Wallace Hayes R.J. Reynolds Tobacco Company Winston-Salem, NC 27102 Dear Dr. Hayes: This letter constitutes an agreement between R.J. Reynolds Tobacco Company (hereinafter "RJR") and Dr. Carol J. Henry (hereinafter "CJH") of ICF Incorporated (hereinafter "ICF"), pursuant to which CJH will prepare for publication results of the research entitled "Smoke Inhalation Studies in Mice" (hereinafter "the Project"). The following terms and conditions shall apply to this agreement: 1. CJH will be the principal investigator with regard to the project. CJH will devote up to 280 hours (50 percent time) from June 10 to September 13, 1985 on the project. A status report regarding the progress of the publications will be provided to RJR at periodic intervals and at least every 4 weeks. It is expected that preliminary drafts of the manuscripts will be completed on or before September 13, 1985. n~ 2. Dr. Richard E. Kouri (REK) will be provided first drafts of the manuscripts for review before submission to the review panel established by RJR. REK will devote up to 40 hours reviewing the manuscripts and will bill RJR directly for his services at $75.00 per hour and other expenses at cost. 3. The Council of Tobacco Research, USA, Inc. (CTR) will be kept informed of the progress and status of the publications. Drafts will be submitted to CTR for review at the time of submission to the review panel established by RJR. ~47. The primary authors, CJH and REK, will have responsibility for the final form of the manuscripts. ~ ~ /_ ~ ~ ~~ ~ RJR may not use the publication,_o-f7 ~ thes-e~'-'m~an-uscripts for commercialization of any of its products or services, without CJH or ICF's written approval. 6. The fee for CJH's services will be $100 per hour, and includes word processing and administrative support services. Other expenses incurred for services performed at RJR's request or with RJR's written approval will be billed at cost directly to RJR. JUN 1; 1985 SLJ

Dr. A. Wallace Hayes June 7, 1985 Page Two RJR will be invoiced for all fees and for any travel and living expenses reimbursable hereunder. Such invoices shall set forth all charges in reasonable detail and shall be accompanied by supporting documentation (bills, receipts, etc.) with regard to reimbursable expenses. Payment of invoices shall be made within thirty days of receipt by RJR. RJR shall not be responsible for any other charges or expenses incurred in connection with the performance of services hereunder unless authorized in advance in writing by RJR. ICF shall be and remain an independent contractor and shall not be entitled to or eligible for any benefits afforded by RJR to its employees. RJR shall not be responsible for deducting from the fees paid under this agreement any taxes, unemployment compensation, social security, or other expense. ICF shall have no authority, nor shall ICF represent itself as having any authority to bind RJR in any manner whatsoever. Any information developed by, or disclosed to, ICF in connection with services performed hereunder whether oral, written or observed while on RJR premises shall be regarded as confidential. Such information shall be used solely in connection with work performed for RJR and shall not be disclosed to any third party unrelated to RJR at any time during the term of this agreement or thereafter without the prior written approval of RJR. Nothing contained herein shall in any way restrict or impair ICF's right to use, disclose, or otherwise deal with any information or data which: (a) at the time of disclosure to ICF is generally available to the public or thereafter becomes available to the public by publication or otherwise through no act of ICF's; (b) ICF can demonstrate was in ICF's possession prior to the time of disclosure to ICF and was not acquired directly or indirectly from RJR or any person, firm or corporation acting on its behalf; (c) is independently made available as a matter of right to ICF by a third party who is under no confidentiality obligation to RJR. The rights and obligations of either party hereunder may not be assigned without the prior written consent of the other party. RJR shall have the right to cancel this Agreement upon 10 days prior written notice to ICF in the event that ICF's services are no longer required. In that event, RJR will only be responsible for the professional services and expenses which have been rendered to that time.

Dr. A. Wallace Hayes June 7, 1985 Page Three This agreement constitutes the entire understanding of the parties, and any amendment hereto shall be in writing signed by both parties. If you agree to the foregoing, please sign both copies of this letter and return one copy for our files. Sincerely, Carol J. Henry, Ph.D., D.A.B.T. By: Agreed and Accepted This day of , 19 By: R.J. Reynolds Tobacco Company Agreed and Accepted This day of , 19 By: Richard E. Kouri, Ph.D.