definiens: means with respect to a Party 's obligation under this Agreement, the level of efforts required to carry out such obligation in a sustained manner consistent with the efforts that a similarly situated biophannaceutical company ( in the case of [COMPANY] ) or multinational phannaceutical company ( in the case of TPUSA ) would devote to a product of similar market potential, profit potential or strategic value within its portfolio, based on conditions then prevailing . Without limiting the foregoing, Diligent Efforts requires, with respect to such an obligation, that the Party : ( a ) within a reasonable time assign responsibility for such obligation to specific employee(s ) who are held accountable for progress and monitor such progress on an on - going basis, ( b ) set and consistently seek to achieve specific, meaningful and measurable objectives for carrying out such obligation, and ( c ) consistently make and implement decisions and allocate resources designed to advance progress with respect to such objectives