definiens: means, with respect to a Party ’s obligations under this Agreement to research, Develop orCommercialize a Licensed Product or Cancer Product, the carrying out of such obligations or tasks as an active and ongoingprogram with a level of effort and resources consistent with the commercially reasonable practices normally devoted by BMS(in the case of [COMPANY] ) or a biotechnology company ( in the case of AlderBio ) in connection with the research, development, manufacture or commercialization of a similarly situated pharmaceutical compound or product owned by it or to which it hasrights, which is at a similar stage of development or commercialization, using the efforts that [COMPANY] ( in the case of [COMPANY] ) or abiotechnology company ( in the case of AlderBio ) would reasonably devote to a compound or product of similar marketpotential, sales potential and strategic value, based on conditions then prevailing and taking into account, without limitation, issues of safety and efficacy, regulatory authority - approved labeling, product profile, the competitiveness of alternativeproducts in the marketplace, the likely timing of the product ’s entry into the market, the patent and other proprietary position, the likelihood of regulatory approval and other relevant scientific, technical and commercial factors . Diligent Efforts shallrequire a Party, at a minimum, to : ( a ) assign obligations for the research, Development and/or Commercialization of LicensedProduct or Cancer Product to qualified employees, ( b ) set annual goals and objectives for carrying out such obligations and(c ) allocate resources designed to meet such goals and objectives . Diligent Efforts shall be determined on a country - by - countrybasis