definiens: means, ( a ) where applied to carrying out specific tasks and obligations of a Party under this Agreement ( other than the Development or Commercialization of a Prod uct ), expending reasonable, diligent, good faith efforts and resources of such Party to accomplish such task or obligation as [ * ] would normally use to accomplish a similar t ask or obligation under similar circumstances ; and ( b ) where applied to the Development or Commercialization of a Product, the use of such efforts and resources as [ * ] in connection with the development and commercializati on of products of similar market potential at a sim ilar stage of product life, taking into account the product ’s safety and efficacy data, the cost to develop the p roduct, the product ’s intended patient population, the competit iveness of the relevant marketplace, the intellectu al property positions of Third Parties, the applicable regulato ry situation ( including the likelihood of regulator y approval ), applicable manufacturing considerations, the profit ability and commercial viability of the product, an d other relevant development, manufacturing and commerciali zation factors based upon then - prevailing condition s. For clarity, level of efforts required to qualify as shall not be change d as a result of a Change of Control of a Party or the assignment of this Agreement by a Party