definiens: means a substantially continuous program of development and clinical testing involving efforts as would normally be devoted to such a program by commercial parties with similar resources to those ofthe applicable entity ( where such resources of the applicable entity are for such purpose deemed to be no less than those available to it as of the Effective Date ), where such parties are highly motivated to achieve the milestone of submitting it Marketing Approval Application in at least one of the United States or any of the countries in the European Union . The conduct of a Commercially Reasonable Program wi II not require that the entity devote thereto efforts or resources beyond those that a prudent commercial enterprise would devote, even though remaining motivated to do so as described above, TGC or its licensees have not filed any Marketing Approval Application in a particular Developing Country, and IA VI notifies TGC that one or more Other Developers ( who shall be DOCSPNW I : 26105.3 J · ) 200 L22 15 : . " .... * Confidential Treatment Requested named by IA VI in such notice ) desires to pursue an active program or application to seek such regulatory approval for the sale of such Program Vaccine to the Public Sector in that Developing Country, then IAVI shall exert reasonable commercial efforts, through good faith negotiations over a period of at least a~~il1fi!X 's, to reach agreement with TGC whereby TGC will agree to pursue such an active program and to make such an application in such Developing Country . To the extent that no such agreement is reached in that time frame, IA VI must give TGC at least : 6O·~rs~ prior written notice of the terms of any proposed agreement with such Other Developer if IA VI is willing to extend to such Other Developer any material terms that are in any respect more favorable for such Other Developer than the terms that IA VI had offered to extend to TGC in the course of the negotiations during such [ -[p~ : period, and afford TGC the opportunity during such notice period to accept and agree to such agreement on such terms in lieu of such Other Developer . Otherwise, IA VI will be entitled to entcr such agreement with such Other •