Common use of Client Access Clause in Contracts

Client Access. 4.8.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may participate in the production of the Product only in such capacities as may be approved in writing in advance by LWI. CLIENT Personnel working at the Facility are required to comply with LWI’s Operating Documents and any other applicable LWI facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI standard policies, operating procedures and the security procedures established by LWI. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI policies and SOPs established by LWI, and will sign an appropriate confidentiality agreement. 4.8.5 CLIENT will indemnify and hold harmless LWI from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI Party.

Client Access. 4.8.1 4.15.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may participate in the production of the Product Products only in such capacities as may be approved in writing in advance by LWILONZA. CLIENT Personnel working present at the any Facility are required to comply with LWILONZA’s Operating Documents and any other applicable LWI facility and/or safety policiesor other policies applicable with respect to such Facility, consistently applied. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 4.15.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 4.15.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI LONZA determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI LONZA damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 4.15.4 CLIENT Personnel visiting or having access to the any Facility will abide by LWI LONZA standard policies, operating procedures and the security procedures established by LWILONZA. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI LONZA for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI LONZA policies and SOPs established and consistently applied by LWILONZA, and will sign an appropriate confidentiality agreement. 4.8.5 4.15.5 CLIENT will indemnify and hold harmless LWI LONZA from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the any Facility or elsewhere, except to the extent caused by the gross negligence or negligence, willful misconduct or intentional wrongful omission on the part of any LWI LONZA Party.

Client Access. 4.8.1 4.7.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may shall be entitled to participate in the production of the Product only in order to review the production process in such capacities as may shall be approved agreed in writing in advance by LWIthe Parties, subject to mutually agreed scheduling. CLIENT Personnel working at the Facility are required to comply with LWILHI’s Operating Documents and any other applicable LWI LHI facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 4.7.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 4.7.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI LHI determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI LHI damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 4.7.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI LHI standard policies, operating procedures and the security procedures established by LWILHI. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI LHI for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI LHI policies and SOPs established by LWILHI, and will sign an appropriate confidentiality agreement. 4.8.5 4.7.5 CLIENT will indemnify and hold harmless LWI LHI from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI LHI Party.

Client Access. 4.8.1 4.6.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may participate in the development of the Product, Process, and Master Production Record and the production of the Product only to the extent agreed in such capacities advance by the Parties or as may be approved contemplated in writing in advance by LWIthis Agreement. CLIENT Personnel working at the Facility are required to comply with LWI’s LWI Operating Documents and any other applicable LWI facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans, provided that CLIENT Personnel shall be permitted to observe preparation for and Product production. 4.8.2 4.6.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 4.6.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 4.6.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI standard policies, operating procedures and the security procedures established by LWI. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI policies and SOPs established by LWI, and will sign an appropriate confidentiality agreement. 4.8.5 4.6.5 CLIENT will indemnify and hold harmless LWI from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI PartyParty or breach of this Agreement by LWI.

Client Access. 4.8.1 3.9.1. Following completion of the construction of the Designated Suites at the Facility, LONZA agrees that CLIENT’s 's employees and agents (including its consultants and independent contractors) (collectively, “"CLIENT Personnel”") may participate in observe and consult with LONZA during the production Manufacture of a Batch of the Product only in such capacities as may be approved in writing in advance and performance of other Services by LWILONZA. CLIENT Personnel working onsite at the Facility are required to comply with LWI’s LONZA's Operating Documents Documents, to the extent applicable, and any other applicable LWI LONZA facility and/or safety policiespolicies and procedures. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture Manufacture of any Product that may be used in or on humans. LONZA also agrees that CLIENT and its duly authorized agents will have reasonable access, during operational hours and during active Manufacturing, to inspect the Facility and Process to ascertain compliance by LONZA with the terms of this Agreement, including inspection of [***]. CLIENT will also have the right, at its expense and subject to the terms of a Statement of Work, to conduct "mock" pre-approval audits upon reasonable notice to LONZA, and LONZA agrees to reasonably cooperate with CLIENT in such "mock audits". 4.8.2 3.9.2. CLIENT Personnel working onsite at the Facility will will, as between CLIENT and LONZA, be and remain employees or contractors of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including including, if applicable, applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ ' compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ ' compensation benefits and employers’ ' liability insurance as to the extent required by applicable Federal and Maryland state laws with respect to all CLIENT Personnel working onsite at the Facility. 4.8.3 3.9.3. CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI LONZA determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI LONZA to the extent damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 3.9.4. CLIENT Personnel visiting or having access to the Facility will will, while such CLIENT Personnel are at the Facility, abide by LWI LONZA standard policies, operating procedures and the security procedures established by LWILONZA for access and use of the Facility that are made known in advance to CLIENT. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI LONZA for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 [***] per security card. All CLIENT Personnel will agree must be subject to abide by LWI policies written obligations of confidentiality, non-disclosure and SOPs established by LWI, and will sign an appropriate confidentiality agreementnon-use no less restrictive than those set forth herein. 4.8.5 3.9.5. CLIENT will indemnify and hold harmless LWI LONZA from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhereFacility, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI PartyLONZA employees or agents, including its consultants and independent contractors (collectively, "LONZA Personnel"). 3.9.6. Genetic Alterations. LONZA is not responsible for any genetic alterations that occur during Manufacture of Product, except for those genetic alterations that result from a negligent or intentionally wrongful act or omission of LONZA or failure of LONZA to comply with the agreed to Process or SOW Documentation, or other LONZA Responsibility (as defined in Section 4.4.1), where such failure to comply or other LONZA Responsibility is the cause of the genetic alteration, and not as a result of the predisposition of any material. Genetic alterations that are not the responsibility of LONZA as set forth in this Section 3.9.6 shall not be the basis for a breach of warranty claim by CLIENT. If LONZA fails to deliver materials in accordance with the terms of this Agreement or a Statement of Work, or if materials produced pursuant to the Statement of Work fail to meet any technical specification required by the Statement of Work, and such failure is due to genetic alterations which do not arise from a grossly negligent or intentionally wrongful act or omission of LONZA, LONZA will [***].

Client Access. 4.8.1 CLIENT’s employees and agents (including its independent contractors) (collectively, collectively “CLIENT Personnel”) may participate in the production of the Product only in such capacities as may be approved in writing in advance by LWILONZA. CLIENT Personnel working at the Facility are required to comply with LWILONZA’s Operating Documents and any other applicable LWI LONZA facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans[***]. 4.8.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland state laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI determines, in its reasonable judgment, that repairs cannot be adequately effected[***]) any property of LWI LONZA damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI LONZA standard policies, operating procedures and the security procedures established by LWILONZA. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI LONZA for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 [***] per security card. All CLIENT Personnel will agree to abide by LWI LONZA policies and SOPs established by LWILONZA, and will sign an appropriate confidentiality agreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 4.8.5 CLIENT will indemnify and hold harmless LWI LONZA from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI LONZA Party.

Client Access. 4.8.1 4.10.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may participate in the production of the Product only in such capacities as may be approved in writing in advance by LWILONZA. CLIENT Personnel working at the Facility are required to comply with LWI’s LONZA Operating Documents and any other applicable LWI facility and/or LONZA safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 4.10.2 CLIENT Personnel working at the Facility will shall be and remain employees or agents (as applicable) of CLIENT, and CLIENT will shall be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federalfederal, state and local withholding, FICA withholding and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 4.10.3 CLIENT will shall pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI LONZA determines, in its reasonable judgment, that repairs cannot be adequately effected, and to the extent not exceeding the greater of the applicable market price or LONZA’s book value) any property of LWI LONZA damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and teartear or instructions from LONZA. 4.8.4 4.10.4 CLIENT Personnel visiting or having access to the Facility will shall abide by LWI LONZA standard policies, operating procedures SOPs and the security procedures established by LWILONZA. CLIENT will shall be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will shall reimburse LWI LONZA for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 [***] per security card. All CLIENT Personnel will shall agree to abide by LWI applicable LONZA policies and SOPs established by LWILONZA, and will sign an appropriate confidentiality agreementagreement in a form reasonably acceptable to CLIENT. 4.8.5 4.10.5 CLIENT will shall indemnify and hold harmless LWI LONZA from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) Losses arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of of, or instruction from, any LWI LONZA Party.

Client Access. 4.8.1 4.9.1 CLIENT’s employees and agents (including its independent contractorscontractors but excluding, for clarity, third party auditors) (collectively, “CLIENT Personnel”) may participate in the production of the Product at the Facility only (i) in such capacities as may be approved in writing in advance by LWILONZA or (ii) as agreed to in a Statement of Work. If applicable, CLIENT Personnel working at the Facility are required to comply with LWILONZA’s Operating Documents and any other applicable LWI LONZA facility and/or safety policiespolicies that are generally applicable to third parties while at the LONZA facility; provided that, LONZA must provide the relevant portion of such information to CLIENT Personnel. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 4.9.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland state laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 4.9.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI determines, in its reasonable judgment, that repairs cannot be adequately effected[***]) any property of LWI LONZA damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI standard policies, operating procedures and the security procedures established by LWI. CLIENT will be liable for any breaches of security by CLIENT Personnel. 4.9.4 In addition, CLIENT will reimburse LWI LONZA for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI policies and SOPs established by LWI, and will sign an appropriate confidentiality agreement[***]. 4.8.5 4.9.5 CLIENT will indemnify and hold harmless LWI LONZA from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI LONZA Party.

Client Access. 4.8.1 4.6.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may participate in the production of the Product only in such capacities as may be approved in writing in advance by LWILHI; provided, however, upon reasonable advance notice to LHI, CLIENT Personnel shall have the right to be present at the Facility to observe the production of Product for a reasonable amount of time. CLIENT Personnel working at the Facility are required to comply with LWILHI’s Operating Documents and any other applicable LWI LHI facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 4.6.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland state laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 4.6.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI LHI determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI LHI damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 4.6.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI LHI standard policies, operating procedures and the security procedures established by LWILHI and brought to the attention of such CLIENT Personnel prior to any visits or access to the Facility. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI LHI for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI LHI policies and SOPs established by LWILHI, and will sign an appropriate confidentiality agreementagreement if one is not already in place with CLIENT governing such obligations. 4.8.5 4.6.5 CLIENT will indemnify and hold harmless LWI LHI from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI LHI Party, or resulting from a breach of this Agreement by an LHI Party.

Client Access. 4.8.1 CLIENT’s employees and agents (including its independent contractors) (collectively, “CLIENT Personnel”) may participate in the production of the Product only in such capacities as may be approved in writing in advance by LWIXXXX. CLIENT Personnel working at the Facility are required to comply with LWIXXXX’s Operating Documents and any other applicable LWI XXXX facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ compensation benefits and employers’ liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI XXXX determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI XXXX damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI XXXX standard policies, operating procedures and the security procedures established by LWIXXXX. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI XXXX for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 per security card. All CLIENT Personnel will agree to abide by LWI XXXX policies and SOPs established by LWIXXXX, and will sign an appropriate confidentiality agreement. 4.8.5 CLIENT will indemnify and hold harmless LWI XXXX from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI XXXX Party.

Client Access. 4.8.1 CLIENT’s 's employees and agents (including its independent contractors) (collectively, “"CLIENT Personnel”") may participate in the production of the Product only in such capacities as may be approved in writing in advance by LWIL WI. CLIENT Personnel working at the Facility are required to comply with LWI’s 's Operating Documents and any other applicable LWI facility and/or safety policies. For the avoidance of doubt, CLIENT Personnel may not physically participate in the production or manufacture of any Product that may be used in or on humans. 4.8.2 CLIENT Personnel working at the Facility will be and remain employees of CLIENT, and CLIENT will be solely responsible for the payment of compensation for such CLIENT Personnel (including applicable Federal, state and local withholding, FICA and other payroll taxes, workers’ ' compensation insurance, health insurance, and other similar statutory and fringe benefits). CLIENT covenants and agrees to maintain workers’ ' compensation benefits and employers’ ' liability insurance as required by applicable Federal and Maryland laws with respect to all CLIENT Personnel working at the Facility. 4.8.3 CLIENT will pay for the actual cost of repairing or replacing to its previous status (to the extent that LWI determines, in its reasonable judgment, that repairs cannot be adequately effected) any property of LWI damaged or destroyed by CLIENT Personnel, provided CLIENT shall not be liable for repair or replacement costs resulting from ordinary wear and tear. 4.8.4 CLIENT Personnel visiting or having access to the Facility will abide by LWI L WI standard policies, operating procedures and the security procedures established by LWIL WI. CLIENT will be liable for any breaches of security by CLIENT Personnel. In addition, CLIENT will reimburse LWI L WI for the cost of any lost security cards issued to CLIENT Personnel, at the rate of $50 of$50 per security card. All CLIENT Personnel will agree to abide by LWI L WI policies and SOPs established by LWIL WI, and will sign an appropriate confidentiality agreement. 4.8.5 CLIENT will indemnify and hold harmless LWI L WI from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees and expenses) arising out of any injuries suffered by CLIENT Personnel while at the Facility or elsewhere, except to the extent caused by the gross negligence or willful misconduct on the part of any LWI Party. * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.