definiens: means, with respect to either Party in relation to this Agreement orany Development & Commercialization Agreement, such efforts that are consistent with the efforts and resourcesused by a biopharmaceutical company of similar size and market capitalization in the exercise of its commerciallyreasonable business practices relating to an exercise of a right or performance of an obligation under this Agreementor any applicable Development & Commercialization Agreement, as applicable, including the research, development, manufacture, supply and commercialization of a pharmaceutical or biologic compound or product, as applicable, at asimilar stage in its research, development or commercial life as the relevant compound or Product, and that hascommercial and market potential similar to the relevant compound or Product, taking into account issues ofintellectual property coverage, safety and efficacy, stage of development, product profile, competitiveness of themarketplace, proprietary position, regulatory exclusivity, anticipated or approved labeling, present and future marketand commercial potential, the likelihood of receipt of Regulatory Approval, profitability ( including pricing andreimbursement status achieved or likely to be achieved, amounts payable to licensors of patent or other intellectualproperty rights other than Juno under this Agreement or any Development & Commercialization Agreement, alternativeproducts and legal issues )