definiens: means, with respect to the efforts and resources to be expended, or considerations to be undertaken by Zio pharm with respect to any objective, activity, or d ecision to be undertaken hereunder with respect to the Develop ment or Commercialization of an IL-12 Product, CD19 CAR Product or TCR Exclusive Product, the reasonable ef forts and resources to accomplish such objective, a ctivity or decision that would be comparable with the efforts and resources that a similarly situated biopharmace utical company would normally use in the exercise of its r easonable business discretion to accomplish a simil ar objective taking into account : ( i ) expected and actual issues of efficacy, safety and manufacturing, and expecte d and actual approved labeling, including the discovery of unant icipated toxicity or any material adverse event or condition relating to the safety or efficacy of any such IL-1 2 Product, CD19 CAR Product or TCR Exclusive Produc t ; ( ii ) the expected and actual competitiveness of alternat i ve products ( including generic or biosimilar produ cts ) under development or sold in the marketplace ; ( iii ) adver se changes in the targeted market conditions which affect the market potential of such IL-12 Product, CD19 CAR Pr oduct or TCR Exclusive Product ; ( iv ) the expected a nd actual product profile of such IL-12 Product, CD19 CAR Product or TCR Exclusive Product, taking into a ccount the existence of failed or inconclusive clinical st udies ; ( v ) the nature and extent of expected and ac tual market exclusivity ( including patent coverage, regulatory and other exclusivity ) of such IL-12 Product, CD19 CAR Product or TCR Exclusive Product ; ( vi ) the likeliho od of Regulatory Approval given the regulatory stru cture involved, including regulatory or data exclusivity ; and ( vii ) changes in clinical or regulatory strate gy justified by compliance with the requirements of regulatory feed back from any Regulatory Authority . Commercially Reasonable Efforts shall take into account the stag e of Development, product profile and expected Regu latory Approval and commercial success of each IL-12 Produ ct, CD19 CAR Product or TCR Exclusive Product and s hall not necessarily require [COMPANY] to Develop each ty pe of an IL-12 Product, CD19 CAR Product or TCR Exc lusive Product . 1.33 of a Party means any and all Information of such Party that is disclosed to the other Party under this Agreement, whether in oral, written, graphic, or electronic form . In add ition, all Information disclosed by [COMPANY] pursuant to the Z iopharm Agreement shall be deemed to be Precigen ’s Confidential Information disclosed hereunder, and a ll Information disclosed by [COMPANY] pursuant to th e [COMPANY] Agreement shall be deemed to be [COMPANY] ’s Confidential Information disclosed hereunder ; prov ided that any use or disclosure of any Information that is authorized under Section 10.2 shall not be restr icted by, or be deemed a violation of, the surviving confidentialit y provisions under the [COMPANY] Agreement