definiens: means the l evel of effort, expertise and resources that a similarly situated biopharmaceutical company would typically devote to commercialization of a product of similar marketing potential, profit potential or strategic value, based on conditions then prevailing . If [COMPANY] belie ves that Licensee is not devoting Commercially Reasonable Efforts for the Initial Product in any c ountry, [COMPANY] will notify Licensee in writing detai ling its specific concerns and recommendations, and the Part ies will meet within [ * * * ] of such written notice t o discuss such concerns and recommendations . After th e last of such meeting(s ), Licensee will have [ * * * ] to devote its Commercially Reasonable Efforts as set f orth above . If Licensee subsequently defaults and d oes not devote Commercially Reasonable Efforts for the Initial Product in any country, [COMPANY] will have the right to terminate the licenses granted in this Agreement to Licensee for such specific country pursuant to Section 10.1(c ), below, [ * * * ], and Licensee will gr ant to [COMPANY] an exclusive license to all rights, Li censee Technology and data that are useful and necessary f or [COMPANY] to obtain ( or maintain ) Regulatory Approva l to commercialize the Initial Product in the United Sta tes