Additional Provider Professionals. Provider shall use its best efforts to provide any additional Provider Professionals and/or make scheduling changes required by the level of laboratory research activity anticipated by Provider in consultation with Manager.

“Provider Professionals – WC” shall mean all Provider Professionals participating in the operations of the Wound Care Business.

Insurance. Manager shall procure and maintain: # professional liability insurance covering Provider and Provider Professionals for products manufactured with commercially reasonable and prevailing levels of coverage on behalf of Provider at Provider’s expense; # adequate workers’ compensation liability insurance for Provider’s employees, including Provider Professionals, at Provider’s expense; and # a comprehensive general liability insurance policy covering the activities of Provider naming Manager, Manager’s employees, Provider and Provider Professionals as insureds at Provider’s expense.

Professional Standards. Provider shall require all Provider Professionals to meet certain performance and credentialing standards, as agreed upon with Manager. Provider and Manager acknowledge that all Professional Services shall be performed solely by Provider Professionals, as applicable, with all necessary direct supervision and control of and by Provider Professionals where applicable. Provider agrees to reassign (to the extent practicable) or terminate Provider Professionals who commit gross violations of Manager’s reasonable policies or commit a material breach of the terms of their agreement with Provider. Each Provider Professional shall be licensed to the full extent required by federal and Utah law. Provider and Provider Professionals shall at all times provide Professional Services in accordance with all ethical standards, laws and regulations applicable to their profession. Provider will cooperate with Manager in taking steps to resolve any utilization review or quality assurance issues which may arise in connection with Professional Services rendered. If any disciplinary actions or professional liability actions are initiated against Provider or any Provider Professional, Provider shall immediately inform Manager of such action and the underlying facts and circumstances. Provider agrees to implement and maintain a program to monitor the quality of Professional Services performed by Provider Professionals, and Manager shall render administrative assistance to Provider on an as-requested basis to assist Provider in implementing and maintaining such program.

Agent Professionals Agent may perform its duties through agents and employees Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care

Organization and Operation. Provider, as a continuing condition of Manager’s obligations under this Agreement, shall at all times during the Term be and remain legally organized and operated to provide Professional Services in a manner consistent with all applicable state and federal laws. Provider shall operate and maintain within Utah a full time practice of performing Professional Services and shall maintain and enforce each of its employment agreements, independent contractor or leasing agreements with any Provider Professionals – WC or with any staffing or leasing company providing the services of such Provider Professionals - WC to Provider. Provider shall not terminate the employment agreements, independent contractor arrangements, or leasing agreements of any Provider Professional – WC nor amend or modify the employment agreements, independent contractor arrangements or leasing agreements with any Provider Professionals - WC or with any staffing or leasing company providing the services of such Provider Professionals – WC to Provider in any material manner or waive any material rights of Provider thereunder without the prior approval of Manager.

Distribution of Compensation and Bonuses to Provider Professionals. Manager, on behalf of Provider, shall administer or arrange for the administration of the payment of all compensation and remuneration to all Provider Professionals - WC including, without limitation, all applicable bonuses, vacation pay, sick leave, retirement benefits, social security and workers’ compensation in accordance with the applicable employment agreements and other contracts and agreements. Manager also shall administer or arrange for the administration of benefits for Provider, such as health and disability insurance, life insurance and similar benefits, as Manager determines are appropriate. Compensation and benefits for employees associated with the Non Wound Care Business shall be subject to approval of PTG, except to the extent that applicable regulations mandate that delivery of benefits to employees associated with the Wound Care Business be accompanied by delivery of benefits to employees associated with the Non Wound Care Business.

Payment of Taxes and Fees. Manager shall have the responsibility to pay or cause the payment of, for and on behalf of Provider: # all taxes, assessments, license fees and other charges assessed on personal property owned by Manager relating to the operation of the Wound Care Business; and # all other business taxes, licenses, permits or fees relating to Provider Headquarters or Wound Care Business other than those related to the professional licensure of Provider Professionals.

Indemnification. Provider shall indemnify, defend and hold harmless Manager, its officers, managers, members and agents from and against any and all claims, causes of action, or any liability whatsoever arising out of or related to the Professional Services provided by Provider and/or its Provider Professionals. Manager shall indemnify defend and hold harmless Provider, its officers, directors and shareholders from and against any and all claims, causes of action, or any liability whatsoever arising out of or related to the Management Services provided by Manager.

Supervision of Support Personnel. Manager shall supervise any and all Support Personnel in performing all non-professional service functions. In addition, Manager shall provide for periodic review and evaluation, including input from Provider, of the performance of any such personnel and shall use reasonable efforts, as practicable, to reassign, terminate, or make rescheduling changes of Support Personnel who are incompatible with Provider Professionals.