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SMITHSONIAN INSTITUTION 794
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MADE BY BAKER-VAWTER CO.
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scientific investigation by contributing the net earnings of the Corporation over and above such sum or sums as may be reserved or retained and held as an endowment fund or working capital, to the Smithsonian and such other scientific and educational institutions and societies as its Board of Directors may from time to time select and is desirous of undertaking the said investigation of said Letters Patent and its commercial introduction if from said investigation it deems it advisable.

NOW, THEREFORE, in consideration of the promises and one dollar in hand paid each to the other, receipt of which is hereby acknowledged, IT IS AGREED AS FOLLOWS:

1. As of even date herewith acknowledgment is made by Research of an assignment to it of all the right, title and interest of the Smithsonian in and to Patent No. 1,589,866.

2. Research at its own expense agrees to and immediately take steps to make a preliminary investigation of the validity and strength of said Letters Patent, the toxic and technical value of the insecticide covered by them and the feasibility of licensing users under said patents and/or arranging for the manufacture of said insecticide and its introduction into commercial use.

3. If upon the completion of said investigation, Research decides that the commercial exploitation of said Letters Patent is practicable and advisable it will so notify Smithsonian in writing, and advance the sums necessary thereto and proceed at its own expense use its best efforts to introduce said insecticide into commercial use.

4. If, as a result of the above investigation, facts are developed either in regard to Letters Patent, or in regard to the toxic and technical value of the insecticide, or other reasons which in the estimation of Research are a bar to the development and exploitation of said Letters Patent commercially, then Research agrees to reassign said Letters Patent to Smithsonian.

5. If Research decides upon going ahead with the commercial introduction of said insecticide, it agrees that proper book accounts of its transactions in regard to the investigation and commercialization of the said Letters Patent and the insecticide shall be kept under the direction of a certified public accountant which shall conform to the usual business practice and custom for such an enterprise. It is agreed that net profits shall be estimated as follows:

Against the gross receipts there shall first be charged all out of pocket expenses or disbursements incurred in the preliminary investigation but no overhead expense shall be charged during said preliminary investigation. There shall then be charged such items of expense as said certified public accountant deems just and proper and in conformity with the usual business practice in such an enterprise, including an amount for overhead to cover executive services and office expenses. The balance remaining shall be considered as net profits. The net profit so arrived at shall in whole or in part be used by Research, if it deems same necessary for the establishment of a reserve for the protection of the enterprise against the cost of possible infringement suits, other
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