A proposal for the biological grounding of intrinsic teleology and sense-making through the theory of autopoiesis is critically evaluated. Autopoiesis provides a systemic language for speaking about intrinsic teleology but its original formulation needs to be elaborated further in order to explain sense-making. This is done by introducing adaptivity, a many-layered property that allows organisms to regulate themselves with respect to their conditions of viability. Adaptivity leads to more articulated concepts of behaviour, agency, sense-construction, health, and temporality than those given so far by autopoiesis and enaction. These and other implications for understanding the organismic generation of values are explored.