definiens: means thc clIIT)'ing out by TSD . ils Am liate or its licensees or subcontractors of obligations or lash in a slistailll : d mwulI.'r consistent with the commercially reasonable elTorts TSD and iu Affiliates devote to n rescllTth, development or maneting project for a pharmaceutkal product or prodUCIS of simillU ' market potential, profil potential or sirntegie value resulting from its own rescan : h etrons, based on condilions then prevailing . Diligent Efforts includes, bul is not limited 10 the Kqllm : ment thai TSD and its Affiliates IISC comnll . 'reiaJ ly reasonable efforts 10 carry out its obligations in accordance with limelines SCI forth in a Development l'hll1 by : ( a ) promptly assigning responsibility for such obligations 10 specific employee(s ) who are held accountablc for progress und monilor such progres~ on an on - going basis . ( b ) setting and consiSlently seeking to achieve specific and meuningfu l objcctives for carrying out such obligations, and ( c ) consistently muking and implementing decisions and IIlIocating resources designed 10 advancc progress with respect to such objcctives . The I'Drtie~ understand and agree tlmt dcl ~ ys olluide the control ofTSD may occur with regard to Ihe dinical development of Compounds and thai the occUlTence of such delays, in and of lhcmsclvcs . shall not be grounds for [COMPANY] to claim that a material breach of this Agrec.m'nt has occum : d so long as TSO used Diligent Efforts 10 avoid the OCCWTCDCe of such delays, and is using Diligent htrorl5 to reduce the impat:1 of such delays following their occurrence