definiens: means, with respect to a task orobligation under this Agreement, exerting such efforts and employing such resources as would normally beexerted or employed by Licensee, if at such time there is no sublicensee in respect of this Agreement with respectto such task or obligation, or by the respective sublicensee, if at such time there is a sublicensee in respect ofthis Agreement with respect to such task or obligation, in conducting such tasks or obligations for its other drugcandidates and pharmaceutical products of a comparable stage of development and commercial potential, takinginto account the cost effectiveness of efforts or resources, the competitiveness of alternative compounds orproducts that are or are expected to be in the marketplace, the patent and other proprietary position of thecompound or product, the likelihood of regulatory approval, the profitability of the compound or product andalternative compounds or products and any other factors reasonably relevant to assessing the commercialreasonableness of expending amounts of efforts and resources . ”9 . Article 12.1 of the Clusterin License Agreement is hereby amended by adding the following sentence as the lastsentence of said Article:“Notwithstanding the foregoing, Licensee shall be deemed to satisfy its obligations under this Article 12.1 withrespect to Teva, as a sublicensee in respect of this Agreement, if Teva maintains the accounts and records asrequired under the sublicense agreement between Licensee and Teva ( the ) .”10 . Article 13.3 of the Clusterin License Agreement is hereby amended by adding the following sentences as the lasttwo sentences of said Article:“Notwithstanding the foregoing, Licensee shall be deemed to satisfy its obligations under this Article 13.3 withrespect to Teva, as a sublicensee in respect of this Agreement, if ( a ) Teva procures and maintains, at all timesduring the effectiveness of the Teva Sublicense Agreement, the insurance required under such Teva SublicenseAgreement, which may be satisfied through self - insurance, to the extent Teva self - insures for other liabilitiesrelating to the development and commercialization of other pharmaceutical products and ( b ) the Licensee usesreasonable efforts to ensure that such insurance contains a waiver of subrogation against the University, its Boardof Governors, faculty, officers, employees, students, and agents . ”11 . The first paragraph of Article 18.3 of the Clusterin License Agreement is hereby amended by replacing it with thefollowing:“If any one of more of the following events has occurred and the Licensee or its sublicensee has not cured theseevents within 30 days of receiving written notice from the University, the University may, at its option, terminatethis Agreement ; provided that the Licensee ’s sublicensee may ( but is not obligated to ) cure any such event underArticles 18.3(a ), ( h ) or ( j ) within such 30 - day period, and the University shall not have the right to terminate thisAgreement following any such cure by the Licensee ’s sublicensee . The University shall provide written notice tothe Licensee ’s sublicensee of any event under Article 18.3 at the same time as it provides written notice to theLicensee : ” 12 . Article 18.5 of the Clusterin License Agreement is hereby amended by adding the following as the last sentence ofsaid Article:“The Licensee ’s sublicensee may ( but is not obligated to ) cure any such default under this Article 18.5, and theUniversity shall provide written notice to the Licensee ’s sublicensee of any such default at the same time as itprovides written notice to the Licensee . ”13 . Article 18.9 of the Clusterin License Agreement is hereby amended by adding the following as the last sentence ofsaid Article : UBC hereby acknowledges that the Teva Sublicense Agreement is consistent with the terms of this Agreement