definiens: means with respect to an activity to be carried out by a Party pursuant to this MSA, the carrying out of such activity in a diligent manner, and using efforts and resources comparable to the efforts and resources com monly used in the contract manufacturing of biologics ( in the case of SBL ) or in the biopharmaceutical industry ( in the case of Client ) by companies with resources and expertise similar to those of such Party . requires pro mpt assignment of responsibility for such task or activity to specific qualified employee(s ) and allocation of resources designed to advance progress with respect to such task or activity but does not require the taking of actions ( a ) which would require o r is likely to require a material adverse change in such Party ’s existence or solvency, or significant assets, ( b ) disproportionate to the benefits received under this MSA, or ( c ) would require either Party to violate Applicable Laws or materially breach a ny existing contractual commitments with third parties which were entered into prior to the Effective Date