definiens: shall mean ( a ) with respect to the efforts to be expended by a Person with respect to any objective, except asotherwise provided in clause ( b ) below, such reasonable, diligent and good faith efforts as suchPerson would normally use to accomplish a similar objective under similar circumstances by thespecified deadline ( if any ) and within the specified budget ( if any ) ; and ( b ) with respect to any objective relating to the research, development, manufacture orcommercialization of a Compound or Product, the efforts and resources normally used by acompany in the biopharmaceutical industry for a product which is of similar market potential at asimilar stage in its development or commercialization, which level of effort is at leastcommensurate with the level of effort that a Party would devote to its own internally discovered andfunded compounds or products that are of most closely comparable market potential at a mostclosely comparable stage in their development or product life, taking into account regulatoryrequirements of safety and efficacy, product profile, the competitiveness of the marketplace, theproprietary position of the product, and the cost of scaling up a manufacturing process ( includingfacility costs ), and the market potential of the applicable product