C00021787

[PAGE 2]
The enclosed agreement was signed by who is a Corporate Vice President of Mr. office is located in the corporate headouarters of the company at His birthdate and the place of birth was

has "secret" clearance from the Department of Defense. If any additional information is nceded rcgarding this clearance, it can be obtained from Dr. who is security officer for headquarters located at the address shown above.

C00021787 66 C.

January 26, 1970

To Mhom It Nay Concern:

[PAGE 3]
hereinafter called the Sponsor

1. The Company will undertake to forward to the Sponsor, at nio cost to said Sponsor, chemical or lists of chemicals of the Company's choice. The Chemicals will usually be described by structure, if knowr, or if the structure is not known, 'by their couposition, method. of preparation, and in case of intermediates, suggested final prodcct. The Company will use, as a basis for the choice of checmicals, inforation from the Sponsor about classes of materials likely to be most attractive. In the choice of the chemicals on the list, the Company will rely on its own experience and judgment. Selection by, the Sponsor shail not bind the Company to submit these chemicals unless the Company desires to submit them. The Company is not restricted, by virtue of this Agreement, from entering into agreements with others for testing, in aay fields or for ary use, chemicals appearing on lists or submitted hereunder to the Sponsor.

2. The Company will plan to maintain contacts with the Sponsor in oräar to assure, as far as possible from the parties' collective backgrounds, that the chemicals chosen for transmittal will be those of greatest interest.

3. Each patentable invention which results from the work that eitherthe Sponsor or the Company may do in accordance with this Agreement shall belong to the party entitled thereto under the then applicable law.

4. To the extent not prohibited by law, the Company shall have a royalty-free, irrevocable, non-exclusive license under any patent which the Government may hereaiter obtain in any country on any chemical submitted by the Company to the Sponsor for testing under this Agreement or on any process of manufacture .or method of use of any such chemical.

5. The Sponsor will not, without the Company's consent, disclose
the icentity of any chemical or chemicals listed or submitted to the
Sponsor by the Company nor will the Sponsor disclose any proprietary
information given it in confidence by the Company. The Sponsor may
freely discuss such chemicals or proprietary information among its per
sonnel who need to have such knowleige but will endeavor to see that
third persons do not have access to proprietary information coniidantially
disclosed to the Sponsor by the Company until two years aiter the com
mencement of clinical trials on the chemical. in question, or until three -e thn lint containing said chemical, whichever

U. S. GOVERNMENT

AND

C000217871

66

hereinafter called the Company,

For the cooperative study of chemicals between

[PAGE 4]
:E. IE rcqucsted, tho Company will make reusonable efforts not to disclose, for a pers-1 of chrce years after thr tcceipt of writser reports or until such in\_ormation bccomes known ts agh tho act of any thire person not obtaining the same frcm the Company, the results oi any work which the Sponsor discloses in such reports and which is related to chemicals submittod by the Company under this Agreement; proviccć, however, that this obligation shall not apply to any. information which. az the time or disciosure, is known to the Compary, patented, disclosed in a publication, or in the public domain. Neithex the Government nor the Company shall be held liable for inacvertent disciosures contrary tn this provision, or to provision 5,"subject to. appiicable security regulations, if any.

7. None of the above secrecy obligations shall prevent the Sponse: or the Companv from filing patent applications on inventions arising fro work carried out under this Aqreement, nor shall such obligations prevent the Companv irom making disclosures inherent in, or reasonably necessary to, the obtaininc of Government'clearances, or apsrovals concernina, or the marketing of, chemicals' submitted by the Companv under this Agreexant.

8. On its own initiative, and to the extent consistent with Sponsor directives, the Sponsor will report in writina to the Companv .the results of its tests on chemicals submitted by the Company as part ož this Agreement.

9. The Sponsor's interest in the suhject agreement is Unclassified. However, the company shail disclose Sponsor interest only if necessary in the performance of the work of this Agreement-and then onlv if authorized in writing by the Contracting Officer of the Sponsor or unless it shali become necassary to disclose to the Patent Office, or mav otherwise be required by law, or to comply with any Government. Agency regulation such as Food & Drug Acministration, National Institute of Bealth, etc.

10. This Agreement may be terminated by either partv upon thirty day's written notice but such termination shall not aifect the rights ož the Company to licenses under patents obtained bv the Government, as providec under provision 4 above. Such termination shall not relieva either party.of any oblications herein provided.

ll. It is understood that the Companv has no control over the Sponsor's use of the cheaicals or iniormation submitted hereunicer, and shail not be liable for any damages which may result from the Sponsor's use or such chemicals, or information.

AGREED:

C00021787

66