definiens: means with respect to a Party, the use of diligent, good faith efforts and resources, in an active and ongoing program, as normally used by such Party for a product discovered or identified internally or in -licensed from a Third Party that is important to such Party ’s overall strategy or objectives, which product is at a similar stage in its development or product life and is of similar market potential and intellectual property protection but in the event such Party is Zai, not considering the obligations ( including financial ) to Cullinan or the rights of Cullinan he reunder ; provided, however, that in no event shall such efforts and resources be less than those a similarly situated biopharmaceutical company would apply to the development, manufacture, or commercialization of a similarly situated product . Commercially Reasonable Efforts requires that a Party, at a minimum, ( a ) assign responsibility for such obligations to qualified employees, ( b ) set annual goals and objectives for carrying out such obligations, and ( c ) allocate adequate resources designed to meet such goals and objectives, in each case, in order to Exploit ( as defined herein ) the Product as an active and ongoing program, and obtain Regulatory Approval for the Exploitation of the Product in the Territory in an expeditious manner