definiens: means the efforts required in order to carry out a task in a diligent and sustained manner without und ue interruption, pause or delay ; which level is at least commensurate with ( i ) the level of efforts that Mor phoSys, [COMPANY] or a similarly situated biopharmaceu tical company and ( ii ) regarding [COMPANY] ’s Sublicensee after the Pre - Sublicensing Term, the level of effor ts a company that is similarly situated as the respect i ve Sublicensee, would devote to a product of simil ar * * * Confidential Treatment Requested potential and having similar commercial and scienti fic advantages and disadvantages resulting from the company ’s own research efforts ( i.e. explicitly ign oring the royalty, milestone and all other payments due to [COMPANY] under this Agreement ), taking into account t he product ’s safety and efficacy ; the competitivene ss of alternative products ; the product ’s proprietary pos ition ; pricing and reimbursement ; market - specific f actors ; technical, scientific and regulatory matters includ ing estimated probabilities of success for future d evelopment stages ; and all other relevant commercial factors . Commercially Reasonable Efforts requires ( without l imitation ) that the Party exerting such efforts ( i ) promptly a ssigns responsibility for its obligations to specif ic employee(s ) who are held accountable for progress a nd monitor such progress, on an ongoing basis, ( ii ) set and continue to seek to achieve specific and meaningful objectives for carrying out such obligations, and ( iii ) make and implement decisions and allocate resources desi gned to advance progress with respect to such objec tives, in each case in a commercially reasonable manner