AGUMVT
Brown & Williamson Tobacco Corporation, 1600 West Hill Street,
Louisville, Kentucky 40232 (hereinafter R&W), wishes to retain DNA
Plant Technology Corporation, 2611 Branch 'Pike, Cinnaminson, New
Jersey 08077 (hereinafter DNA?), to perform contract research as
outlined in Appendix A attached herein and made part of this agreement.
GENERAL TERMS OF AGREE.%T-VT
l. The m= be of genotypes to be used in tissue culture and molecular
biology expe riments as specified by B&;; for exp*rimenrs at
Cinnaminson will be limited to ten (10) during a given year,
unless approval is obtained from DNAF.
2. At any phase of this contract, 3 SW Will have access to visit WAY
to discuss the tobacco contract.
3. DNAP will submit quarterly reports to B&W on the progress of this
tobacco research.
4. Both DNA? and B&W agree that this research Vill be private and
that confidentiality will be provided. 1
5. Any possible scientific manuscripts derived from this research
will be submitted to B&W for review and approval prior to
publication.
6. It Is agreed that B&W will support this contract at $100,000 per
year, with an option to Increase the level of funding at any time
under this agreement. In this budget, DNAP has $5,000 for travel
expenses. N&W agrees to reimburse DNA? for n*cessary travel
expenses exceeding this amount provld*d DNA? has obtained prior
approval from 34W.
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7. D&W agrees to pay for the first quarter upon siSning of the
contract and thereafter payments will be made an a quarterly basis.
S. S&W or DNA? has the right to terminate this contract one year
fter initiation and with 6 months notice thereafter (minimum term
:f a contract is one year). Following notifica:ion of
termination, B&W agrees to pay a w! nd-d own cost to DNA? at 302 of
the contract rate for three months after termination at which time
DNA? will submit a final report.
9. DNA? agrees to use the following staff and p*rcent effort an this
contract.
D. A. Evans, Ph. D. 10% (taam leader)
C. E. Flick, Ph.D. 30%
R. J. Wlhi Ph.D. 30%
1 laboratory technician 50%
1 greenhouse technician 502
10. All pate-it rights and royalties will be shared. Patent
applications with unique application for tobacco will be assigned
to Saw. Patent applications directed to developments which can be
applied to both tobacco and non-tobacco applications will also be
assigned @_o 3&W. R&W will prepare, file, and prosecute all patent
applications assigned to S&W and bear all expenses of such.
Patent applications directed to no rr- developments will be
signed to DNA?. DNAP will prepare, file, and prosecute all
::tent applications assigned to DR" and bear all expenses of such.
In each case. a non-exclusive license with the right to
sublicense will be granted to the other party. Either party can
utilize patent* and know-bow resulting from this work for
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cmmercial development within their respective group of companies
world-wide on a royalty-free basis. However, any licensing to
parties other than those noted shall be royalty-bearing. MW will
receive 702 of all revenues resulting fr= licensing within the
tobacco and/or tobacco-related industry. DNAP will receive 302 of
these revenues. DNAF will receive 70% of all revenues resulting
from licensing outside the tobacco and/or tobacco-related
industries; B&W will receive 3OZ of these revenues.
Neither. assignee can license or sublicense patents and/or
know-how outside their respective group of companies without
consent of the other party; such consent will not be withheld
unreasonably.
11. Commercial opportunities &rising from this research will be
negotiated between the parties as joint venture opportunities.
DN A.P will not exploit these commercial opportunities without first
offering BSW the opportunity for itself or for another company or
c= pan ie within the BAT Industries Group to participate
exclusively as the majority, partner with DNAP in such ventures.
12. DNA-P agrees not to enter into a similar tobacco interest contract
with another tobacco or tobacco-related company during the term of
th1s contract.
23. This agreement shall be governed by the laws of the Commonwealth
of Kentucky.
14. Each and every one of the provisions of the agreement is subject
to modification by reason of any law, ruling. order or regulation
made by any competent governmental authority affecting either
party hereto.
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15. Any notice, other communication or payment provided for In this
agreement shall be deemed to have been Siv*n when sent by
certified mail or ratistered mail, addressed to the party for whom
intended, at the address given at the outset of this agreement, or
at such changed address as that party shall have specified by
written notice.
16. The effective date of this agreement shall be the date of the last
to sign party, as evidenced below In paragraph 17.
17. IN WITIMSS WHEREOF, the parties hereto have caused their
respective corporate names to be hereto subscribed by their duly
authorized respective officers and agents.
BROWN & WILL-LAMSON CCO CORPORATION
B .1 1@1
Y- k--z
Title Vice Pres. - Science & Technology
Date- July 29, 1983
DNA PLANT TECHNOLOGY CORPORATION
Y,
Tltle
Date
1>GS/j=/Ol1qS
BAT Co LTD MINNESOTA TOBACCO LITIGATION

APPLNDIX A
Using somaclonal variation and cellular and molecular genetics, DNA?
vill genetically modify breading lines supplied by R&W. It is anilci-
pated that this will Include both new and existing gormplasm. The
desirable traits to be modified will depend an the needs of B&W. It
is anticipated that this co4ld include the following:
1. Introduction of enhanced flavor into new or existing tobacco
lines.
2. Introduction of unique natural flavors into acceptable
varieties (i.e., Oriental character) to facilitate their
cultivation In the U.S.
3. Alteration of chemical composition of tobacco lines. This
could include production of lines with alavat*d ni co tine con-
tent while maintaining agronomic and organcleptic qualities.
4. Development of breading lines with enhanced leaf Plasticity
or lower density.
5. Development or improvement of new tobacco varieties with
unique flavors. This could include introduction of spice
flavor genes into tobacco.
6. Isolate unique flavors from tobacco and other botamicals and
produce on various growth media.
Based an the above general program guidelines, B6W and DNAP personnel
will arrive by mutual agreement an specific projects.
0119S
C71,
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