definiens: means the exercise of such efforts consistent with the efforts and resources 29***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended.normally used by a pharmaceutical or biotechnology company that is similarly situated to Parent as Parent exists as of theClosing Date, in the exercise of its reasonable and good faith business discretion relating to the development orcommercialization of a pharmaceutical product with similar product characteristics that is of similar market potential at asimilar stage of development or commercialization, taking into account issues of efficacy, safety, patent and regulatoryexclusivity, product profile, anticipated or approved labeling, present and future market potential, competitive marketconditions, the proprietary position of such pharmaceutical product, the regulatory structure involved, and other relevanttechnical, legal, scientific, medical or commercial factors, and the profitability of such pharmaceutical product, including inlight of pricing and reimbursement issues . No later than 90 days after the expiration of each Calendar Year prior to the datethe first NDA Approval for V-101 is obtained, upon [COMPANY] ’s request, Parent shall deliver a report to the Shareholders’Representative, which report shall describe, in reasonable detail, the efforts and resources ( both in terms of personnel andfinance ) devoted during such Calendar Year to the development of V-101, as well as ( i ) the status and prospects of clinicaltrials in progress and/or to be undertaken, ( ii ) the progress toward each Development Milestone, and ( iii ) the regulatory statusof V-101 with the FDA