definiens: means, with respect to each Indication, ( i ) before receipt of Marketing Approval of the Product in ajurisdiction, the level of effort and resources, consistent with the exercise of prudent scientific and business judgment, that would be dedicatedby a publicly traded pharmaceutical company with a market capitalization in excess of one billion dollars ( $ 1,000,000,000 ) to the developmentof a product at a similar stage in its lifecycle to the Product, and ( ii ) after receipt of Marketing Approval of the Product in a jurisdiction, the levelof effort and resources, consistent with the exercise of prudent scientific and business judgment, that would be dedicated by a publicly tradedpharmaceutical company with a market capitalization in excess of one billion dollars ( $ 1,000,000,000 ) to manufacturing and commercializationof a product of similar commercial potential to the Product as determined on a market - by - market basis, all without regard to any paymentsowed to [COMPANY] . Without limiting or derogating from the foregoing, Commercially Reasonable Efforts requires that Responsible Parties:(a ) set specific and meaningful objectives and timelines for carrying out the Development activities ( in accordance with the Development Plan)and Commercialization activities and ( b ) allocate resources reasonably designed to advance progress with respect to such objectives andtimelines . Notwithstanding the foregoing, Commercially Reasonable Efforts for the development and commercialization of the Product outsideof the United States shall not be measured with reference to any minimum market capitalization or public company status