definiens: means,1.112.1 with respect to the efforts and resources to be expended by [COMPANY] with respect to any objective, activity ordecision to be undertaken with respect to the Development, Commercialization, or Manufacture of a Collaboration CAR - T Product or LicensedProduct, the efforts and resources to accomplish such objective, activity or decision that would be comparable with the efforts and resourcesthat [COMPANY] would normally use in the exercise of its reasonable business discretion to accomplish a similar objective, activity or decision withrespect to a compound or product that is at a similar stage in its development or product life, is in a similar therapeutic and disease area and isof similar market potential, taking into account all relevant factors ( including legal, medical, scientific, technical and commercial factors),including, expected and actual issues of efficacy, safety and manufacturing, and expected and actual approved labeling, including thediscovery of unanticipated toxicity or any material adverse event or condition relating to the safety or efficacy of such Collaboration CAR - TProduct or Licensed Product ; the expected and actual competitiveness of alternative products ( including Biosimilar Products ) ; adversechanges in the market conditions that affect the market potential of such Collaboration CAR - T Product or Licensed Product generally or anyparticular indication of such Collaboration CAR - T Product or Licensed Product ; the expected and actual profile of such Collaboration CAR - TProduct or Licensed Product, including the existence of failed or inconclusive Clinical Studies ; the nature and extent of expected and actualmarket exclusivity ( including patent coverage, regulatory and other exclusivity ) of such Collaboration CAR - T Product or Licensed Product ; thelikelihood and expected scope of Regulatory Approval given the regulatory structure involved, including regulatory or data exclusivity andpricing and reimbursement approval by governmental and private payors, including formulary positioning ; changes in clinical or regulatorystrategy justified by compliance with the requirements of regulatory feedback from any Regulatory Authority ; and the expected and actualprofitability and return on investment of such Collaboration CAR - T Product or Licensed Product ; and1.112.2 with respect to the efforts and resources to be expended by Caribou with respect to an objective, activity or decisionto be undertaken by Caribou hereunder, such reasonable, diligent, and good faith efforts that would be comparable with the efforts andresources that Caribou would normally use in the exercise of its reasonable business discretion ( but in no event less than the efforts andresources that would normally be used by a company in the biotechnology industry of comparable size, resources, and structure to Caribou ) toaccomplish a similar objective, activity or decision with respect to research and development of novel biopharmaceutical products