definiens: means, in respect of a party, those efforts and resourcesconsistent with the usual practices of that party in pursuing the Development or Commercializationof its own pharmaceutical products that are of similar market potential as the Compound or therelevant Product, taking into account all relevantLicence Agreement½Page 2 factors including product labelling or anticipated labelling, present and future market potential, pastperformance of the Compound or the relevant Product and such party ’s other pharmaceuticalproducts that are of similar market potential, financial return, medical and clinical considerations, present and future regulatory environment and competitive market conditions, all as measured bythe facts and circumstances at the time such efforts are due, and considering, without limitation, thefollowing factors in assessing the efforts and resources used by such party : ( a)prompt assignment of responsibility for the relevant obligation to appropriate personnelwho are responsible for monitoring progress on an on - going basis ; ( b)establishment and measurement of achievement of objectives for carrying out suchobligations ; and ( c)allocation of resources designed to allow progress with respect to such objectives