“Commercially Reasonable Efforts” means, with respect to the efforts to be expended by any Person, with respect to any objective, those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistent with those efforts and resources commonly used by a pharmaceutical or biotechnology company under similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and is of similar market potential, taking into account, without limitation, with respect to each Licensed Product, # issues of safety, efficacy, product profile, # likelihood of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16

““Commercially Reasonable Efforts” means, with respect to the efforts to be expended by any Person, with respect to any objective,Efforts” means those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistentcommensurate with those efforts and resources commonly used in the biopharmaceutical industry by a pharmaceuticalcompany of comparable size in connection with the development, manufacturing or biotechnology company under similar circumstances for similarcommercialization of products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and isthat are of similar status, including market potential, taking into account, without limitation, with respect to each Licensed Product, # issues ofprofit potential and strategic value, as determined based on conditions then prevailing, including safety, efficacy, product profile, # likelihood of receivingcompetitive considerations within the marketplace, projected market size, intellectual property protection and duration, manufacturing costs, resource allocation, pricing, re-importation concerns, regulatory requirements needed to achieve Regulatory Approval for the applicable Licensed Product, # potential to accelerate the developmentApproval, and other relevant commercial and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16considerations.

“Commercially “Commercially Reasonable Efforts”Efforts” means, with respect to the efforts to be expended by any Person, with respect to any objective, those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research,Research, Development or Commercialization of a LicensedResearch Candidate, Development Candidate or Product, “Commercially Reasonable Efforts” meansas applicable, that level, caliber and qualitylevel of efforts and resources consistent with those efforts and resources commonly useddedicated in the pharmaceutical industry by ​ to the Research, Development or Commercialization, as the case may be, of a pharmaceutical or biotechnology company underproduct of similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate iscommercial potential at a similar stage in its development or product life and is of similar market potential,lifecycle, in each case taking into account, without limitation, with respect to each Licensed Product, #on a market-by-market basis, issues of safety,safety and efficacy, product profile, # likelihood of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potentialtherapeutic modality of the Licensed Product, # potential benefitproduct, the proprietary position, the then-current competitive environment for such product and the likely timing of such product’s entry into the Licensed Product to patients withmarket, the relevant indication, # competitiveness in the marketplace, # proprietary positionregulatory environment and #status of such product, and other relevant scientific, technical and business factors. “Commerciallycommercial factors; provided, however, that for the purpose of determining Commercially Reasonable Efforts” shallEfforts with respect to a Party # any other pharmaceutical product such Party is then discovering, researching, developing, manufacturing or commercializing in the Territory other than pursuant to this Agreement, alone or with one or more Affiliates or Third Parties, or # the payments required to be determined on a country-by-country basis and activities that are conductedmade by such Party to the other Party pursuant to this Agreement, in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16each case ​.

“Commercially “Commercially Reasonable Efforts” means, with respect to the efforts to be expended by any Person, with respect to any objective,Efforts” means those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistentcommensurate with those efforts and resources commonly used in the biopharmaceutical industry by a pharmaceutical or biotechnology company under similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stageof comparable size in itsconnection with the development or product life and iscommercialization of products that are of similar status, including market potential, taking into account, without limitation, with respect to each Licensed Product, # issues ofprofit potential and strategic value, as determined based on conditions then prevailing, including safety, efficacy, product profile, # likelihood of receiving Regulatory Approval forcompetitive considerations within the applicable Licensed Product, # potential to accelerate the developmentmarketplace, projected market size, intellectual property protection and duration, manufacturing costs and other relevant commercial and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16considerations.

“Commercially Reasonable Efforts” means,means with respect to the efforts to be expended by a Party regarding any Person, with respectobjective under this Agreement, the reasonable, good-faith efforts to any objective, those effortsaccomplish such objective that a reasonable Person similarly situated would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Personnormally use to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistent with those efforts and resources commonly used by a pharmaceutical or biotechnology company under similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and is of similar market potential,exercising reasonable business judgment, taking into account, without limitation, with respect to each Licensed Product, #(a) issues of safety, efficacy,efficacy and product profile, #(b) likelihood of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, #product, (c) regulatory structure involved, #and (d) actual or anticipated Regulatory Authority-Authority approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors.labeling. “Commercially Reasonable Efforts” shallwill be determined on a country-by-country basis in the relevant countries, and activities that are conducted in one (1) country that have an effect onmay contribute to achieving the relevant objective in another EAST\200870719.16country will be considered in determining whether Commercially Reasonable Efforts have been applied in such other countries.

“Commercially Reasonable Efforts” means,means exercising such reasonable efforts and diligence in accordance with respect toa Party’s reasonable business, legal, medical and scientific judgment and in a manner consistent with and in accordance with the efforts to be expended by any Person, with respect to any objective, those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistent with those efforts and resources commonly used bysuch Party would use for a pharmaceutical product owned, licensed in, or biotechnology company undercontrolled by such Party which is of similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate ismarket potential at a similar stage inof its development or product life and is of similar market potential,life, taking into account, without limitation, with respect to each Licensed Product, #account the competitiveness of the marketplace (including the number of competing products), the proprietary position of such product, issues of safety,safety and efficacy, product profile, # likelihoodthe regulatory environment, and the profitability of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16such product.

“Commercially “Commercially Reasonable Efforts”Efforts” means, with respect to the efforts to be expended by any Person,performance of Development, Commercialization, or Manufacturing activities with respect to any objective, those efforts that would be usedthe Licensed Compound or a Licensed Product by a pharmaceutical or biotechnology companyParty, the level of effort required to carry out an obligation in the same industry as such Persona sustained, active and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resourcesdiligent manner consistent with those efforts and resources commonly used by a pharmaceutical or biotechnology company under similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and issuch level of similar market potential, taking into account, without limitation, with respect to each Licensed Product, # issues of safety, efficacy, product profile, # likelihood of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commerciallyeffort […​…]. “Commercially Reasonable Efforts”Efforts” shall be determined on a country-by-country basis(or jurisdiction-by-jurisdiction, where applicable) and activitiesindication-by-indication basis, except that are conducted in one (1)the Party may consider the impact of its efforts and resources expended with respect to any country that have an effect(or jurisdiction) on achieving the relevant objective in another EAST\200870719.16any other country (or jurisdiction).

“Commercially “Commercially Reasonable Efforts”Efforts” means, with respect to the efforts to be expended by any Person,a Party with respect to any objective, those efforts that would be used by a pharmaceutical or biotechnology company in the same industry asexerting such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and employing such resources consistent with those effortsas would normally be exerted or employed by such Party for a product of similar market potential, profit potential and resources commonly used by a pharmaceutical or biotechnology company under similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate isstrategic value at a similar stage inof its development or product life and is of similar market potential,life, taking into account, without limitation, with respect to each Licensed Product, # issues ofaccount efficacy, safety, efficacy, product profile, # likelihood of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potentialthe competitiveness of the Licensed Product, # potential benefitrelevant marketplace, the patent, intellectual property and development positions of Third Parties, applicable regulatory factors, the commercial viability of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary positionproduct and # other relevant scientific, technicalDevelopment and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16Commercialization factors based upon then-prevailing conditions.

““Commercially Reasonable Efforts” means, with respect to the efforts to be expended by any Person, with respect to any objective,Efforts” means those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistentcommensurate with those efforts and resources commonly used in the biopharmaceutical industry by a pharmaceuticalcompany of comparable size in connection with the development, manufacturing or biotechnology company under similar circumstances for similarcommercialization of products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and isthat are of similar status, including market potential, taking into account, without limitation, with respect to each Licensed Product, # issues ofprofit potential and strategic value, as determined based on conditions then prevailing, including safety, efficacy, product profile, # likelihood of receivingcompetitive considerations within the marketplace, projected market size, intellectual property protection and duration, manufacturing costs, resource allocation, pricing, re-importation concerns, regulatory requirements needed to achieve Regulatory Approval for the applicable Licensed Product, # potential to accelerate the developmentApproval, and other relevant commercial and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patientsconsiderations, provided that no other anti-PD-1 antibody product being developed, manufactured, or commercialized by Arcus or its Affiliates (including any acquiring entity) will be taken into consideration in connection with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16determining such efforts.

“Commercially “Commercially Reasonable Efforts”Efforts” means, with respect to the efforts to be expendedconduct by any Person,Allergan of Development, Commercialization or Manufacturing activities with respect to any objective, those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliberthe carrying out of such activities using reasonable and quality ofdiligent efforts and resources consistent with those efforts and resources commonly used by a pharmaceutical or biotechnology company underthat ​ would typically devote to products of similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate ismarket potential at a similar stage in its development or product lifelife, considering conditions then prevailing and is of similar market potential, taking into account, without limitation, with respect to each Licensed Product, #account issues of safety,safety and efficacy, product profile, # likelihoodexpected and actual cost and time to develop, expected and actual profitability, expected and actual competitiveness of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitivenessalternative third party products in the marketplace, # proprietary positionthe nature and #extent of expected and actual market exclusivity (including patent coverage and regulatory exclusivity), the expected and actual reimbursability and pricing, the expected and actual amounts of marketing and promotional expenditures required, product profile (including the expected and actual labeling), anticipated timing of commercial entry, the regulatory environment and status of the product (including the likelihood of regulatory approval), and all other relevant scientific, technical and businesscommercial factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16