The term “Commercially Reasonable Efforts” shall mean, ​. It is understood that such product potential may change from time to time based upon changing scientific, business and marketing and return on investment considerations.

Commercially Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken, all reasonable actions, and to do promptly, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Laws to consummate, to satisfy such party’s closing conditions and make effective the transactions contemplated hereby, to obtain all of such party’s necessary waivers, consents and approvals under Applicable Laws and to effect all of such party’s necessary registrations and filings under Applicable Laws, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the other party hereto the benefits contemplated by this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. [[NanoTx:Organization]] shall use Commercially Reasonable Efforts to complete its obligations under Section 3.1 and 3.2. PLUS shall use Commercially Reasonable Efforts (itself or through one or more Affiliates or Sublicensees) to complete its obligations under Section 3.3 and shall conduct all such Development activities in accordance with Applicable Laws, and, as applicable, Good Laboratory Practice and Good Clinical Practice as defined by FDA regulations.

. Upon the terms and subject to the conditions set forth in this Agreement, each of the Investors and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Legal Requirements to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using commercially reasonable efforts to: # cause the conditions to the issuance of the Shares pursuant to this Agreement set forth in Article V to be satisfied; # obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entities; and # execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Investors shall cooperate with one another # in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and # in taking such reasonable actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

“Competing Program” has the meaning set forth in Section 13.8.

“Commercially Reasonable Efforts”. Commercially Reasonable Efforts means, with respect to an objective, the reasonable, diligent, good faith efforts of a Party to accomplish such objective that a company would normally use to accomplish a similar objective under similar circumstances, and, specifically with respect to obligations hereunder relating to a Compound or Product, the carrying out of such obligations with those efforts and resources that a pharmaceutical company would use were it Developing or Commercializing its own pharmaceutical products that are of similar market potential at a similar stage in development or product life as the Compound or Product, taking into account product labeling or anticipated labeling, present and future market potential, past performance of the Compound or Product, financial return, medical and clinical considerations, present and future regulatory environment and competitive Third Party products, all as measured by the facts and circumstances at the time such efforts are due, without giving any other product owned by such Party or over which it has or may acquire rights any preferential treatment when compared to the objectives to be carried out hereunder.

Commercially Reasonable Efforts. During the Term, Newsoara shall, directly or through its Affiliates or Sublicensees, use Commercially Reasonable Efforts to # ​ and # ​.

“Confidential Information” of a Party means all Know-How or other information, including proprietary information and materials (whether or not patentable) regarding such Party’s technology, products, business or objectives, that is communicated in any way or form by the Disclosing Party to the Receiving Party, either prior to or after the Effective Date of this Agreement (including any information disclosed pursuant to the Research Collaboration and License Agreement), and whether or not such Know-How or other information is identified as confidential at the time of disclosure. The terms and conditions of this Agreement will be deemed to be the Confidential Information of each Party. [[Cellectis:Organization]] Improvements will be deemed to be the Confidential Information of [[Cellectis:Organization]]. Allogene Improvements will be deemed to be the Confidential Information of Allogene. Developed IP will be deemed to be the Confidential Information of each Party, except that Allogene CAR-T Developed IP is deemed to be the Confidential Information solely of Allogene, and [[Cellectis:Organization]] CAR-T Developed IP is deemed to be Confidential Information solely of [[Cellectis:Organization]]. For clarity, any Pfizer Confidential Information under the Research Collaboration and License Agreement shall be considered Allogene Confidential Information under this Agreement. Any [[Cellectis:Organization]] Confidential Information provided to Pfizer under the Research Collaboration and License Agreement shall be considered [[Cellectis:Organization]] Confidential Information under this Agreement.

Commercially Reasonable Efforts. Everest, directly and/or with or through its Affiliates or Sublicensees, shall use Commercially Reasonable Efforts to Develop, Exploit, Commercialize and obtain Regulatory Approval for the Compound and each Licensed Product in the Licensed Field in the Territory in accordance with the Development Plan and the Commercialization Plan.