Person in Plant. Customer shall be permitted to have ​ at the Facility as reasonably requested by Customer, ​ for the purpose of observing, reporting on, and consulting as to the performance of the Services. Such ​ shall be subject to and agree to abide by confidentiality obligations to Third Parties and Lonza’s customary practices and operating procedures regarding persons in plant, and such ​ agrees to comply with all instructions of Lonza’s employees at the Facility. Lonza shall have the right to postpone a request from Customer in the event of a significant spike in the Covid pandemic impacting the Facility.

CONTACT PERSON(S). Recipient and Service Provider each shall appoint one or more individuals who shall serve as contact person(s) for the purpose of carrying out this Agreement. Such contact person(s) shall be authorized to act on behalf of their respective parties as to the matters pertaining to this Agreement. Effective upon execution of this Agreement, the initial contact person(s) shall be those set forth in [Appendix B]. Each party shall notify the other, in writing, as to the name, address and telephone number of any replacement for any such designated contact person.

Reporting Person Responsibilities. The “Reporting Person” within the meaning of [Section 1.6045] 4(e)(5) of the Regulations (the “Regulations”) of the Internal Revenue Code (the “Code”), as may be amended from time to time with respect to the transactions contemplated by this Agreement shall be Escrow Agent. It is agreed that Escrow Agent is an eligible person under [Section 1.6045] 4(e)(5)(ii) of the Regulations. Escrow Agent hereby agrees to be responsible for complying with the reporting and other requirements of Section 6045(e) of the Code. Pursuant to the Regulations, the address for the transferor and transferee are as set forth for ​ and ​ in this Agreement, and the identifying information regarding the real estate transferred is the legal description for the Property set forth in this Agreement. Escrow Agent agrees to file the form required by the Regulations between the end of the calendar year in which the Closing Date occurs and February 28 of the following calendar year. ​ and ​ agree to cooperate with Escrow Agent and with each other in completing any report and/or other information required to be delivered to the Internal Revenue Service pursuant to Section 6045(e) of the Code regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099 S as such may be hereafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any Regulation now or hereafter promulgated by the Treasury Department with respect thereto.

Key Award Terms As of the Award Date, some of the key terms of the award to the Participant under this Award Agreement are set forth below

An authorized Administrator may provide an additional payment to recipients of Target Awards to recognize and reward outstanding or exceptional achievement. Such a payment shall be called a "Key Contributor Award" or “KCA.” The number of Employees within an organization that may receive a KCA may be limited by an authorized Administrator.

“Key Person Event” means a “Key Person Event” as defined in the Operating Agreement.

Insurance. The Company shall use its commercially reasonable efforts to maintain Directors and Officers liability insurance and term “key person” insurance on any employee requested by the Board of Directors (including a majority of the directors designated by the holders of Preferred Stock), each in an amount and on terms and conditions satisfactory to the Board of Directors (including a majority of the directors designated by the holders of Preferred Stock) until such time as the Board of Directors (including a majority of the directors designated by the holders of Preferred Stock) determines that such insurance should be discontinued. The key person policy shall name the Company as loss payee, and neither policy shall be cancelable by the Company without prior approval by the Board of Directors (including a majority of the directors designated by the holders of Preferred Stock).

Foreign Person Tax Withholding. Documentation or information required for compliance with Section 1445 of the Internal Revenue Code.

Person of Primary Responsibility. Provider, in consultation with Manager, shall designate a professionally qualified individual to oversee the clinical aspects of Provider’s Biomedical Laboratories, which shall include those responsibilities typical of a Person of Primary Responsibility. The Person of Primary Responsibility shall also perform those administrative responsibilities not directly performed by Manager, in consultation with Manager and its affiliates.

Insurance. [Schedule 4.31] to this Agreement sets forth a complete and accurate description of all insurance policies of any nature maintained, as of the Sixth Restatement Effective Date, for current occurrences by Parent and each of its Restricted Subsidiaries, as well as a summary of the terms of each such policy.