definiens: means, ( a ) except with respect to Section 7.1 ( Commercialization Diligence Obligations ), with respect to theperforming Party under this Agreement, the carrying out of obligations of such Party with eﬀorts and resources that are consistent with the eﬀorts andresources typically used by biopharmaceutical companies of similar size and resources as such Party with respect to products and Antibodies of marketpotential and strategic value and of a stage in Development or product lifecycle comparable to that of the applicable Licensed Product(s ) or LicensedAntibody(ies ), including the use of reasonably necessary personnel, based on conditions then prevailing and taking into account issues of safety andeﬃcacy, approved labeling, product or Antibody proﬁle, diﬃculty in Developing such Licensed Product or Licensed Antibody, competitiveness ofalternative Third Party products or Antibodies in the marketplace, the patent or other proprietary position of such Licensed Product or Licensed Antibody, and the regulatory structure involved, as applicable, and other relevant scientiﬁc, technical, legal, operational and commercial factors, but without regardfor any payment obligations under this Agreement ( collectively, the ) ; and ( b ) solely with respect to Section 7.1 ( CommercializationDiligence Obligations ), with respect to the eﬀorts to be expended by [COMPANY] with respect to any objective, activity, or goal related to Licensed Antibodies orLicensed Products under Section 7.1 ( Commercialization Diligence Obligations ), those eﬀorts that [COMPANY] would typically use to accomplish suchobjective, activity, or decision, and speciﬁcally means the carrying out of Exploitation activities using eﬀorts that [COMPANY] would typically devote to a productor Antibody at a similar stage in its Development or product lifecycle and of similar market potential and strategic importance, based on conditions thenprevailing and taking into account all Relevant Factors . For purposes of Section 7.1 ( Commercialization Diligence Obligations ), Commercially ReasonableEﬀorts will be determined on a country - by - country and indication - by - indication basis for the applicable Licensed Antibody or Licensed Product . Forpurposes of each of ( a ) and ( b ) of this definition, it is anticipated that the level of effort that constitutes will change overtime, reflecting changes in the status of the applicable market or country involved