definiens: means : ( a ) with respect to development of a LicenseeProduct, the efforts and expenditures required ( i ) for such Licensee Product to remain an Active Candidate and ( ii ) toseek Regulatory Approval using such efforts and expenditures comparable to those expended by Licensee ( includingthrough the use of Third Parties ) to develop products that are at a similar stage of development or product life cycleas the applicable Licensee Product and that are owned by Licensee or to which Licensee otherwise has rights ; and ( b)with respect to commercialization of a Licensee Product, using such efforts and expenditures comparable to thoseexpended by Licensee ( including through the use of Third Parties ) to commercialize products that are at a similarstage of development or product life cycle as the applicable Product and that are owned by Licensee or to whichLicensee otherwise has rights ; provided that with respect to ( a)(ii ) and ( b ), the efforts and expenditures by Licenseeshall be no less than the greater of ( x ) the efforts and expenditures commonly expended by an entity similarly situatedto Licensee with respect to products that are at a similar stage of development or product life cycle as the applicableLicensee Product and that are owned by such Person or to which such Person otherwise has rights and ( y ) where anyrights and/or obligations hereunder have been sublicensed to a Third Party, the efforts and expenditures commonlyexpended by such Third Party with respect to development and/or commercialization ( as applicable ) of products thatare at a similar stage of development or product life cycle as the applicable Licensee Product and that are owned bysuch Third Party or to which such Third Party otherwise has rights