definiens: means, with respect to the activities to be condu cted by a Party with respect to any objective, the reasonable, diligent, good faith eff orts and resources ( financial and otherwise ) to acc omplish such objective as similarly situated Third Parties would normally use to accomplish a similar objective und er similar circumstances, it being understood and agreed that, with respect to the development and commercializat ion of Product, such efforts shall be consistent with thos e efforts and resources similarly situated Third Pa rties commonly expend for their own products ( and, if the FDA has given notice that the Product is Therapeut ically Equivalent to the Reference Product, for their own high - priority products ) at a similar stage of devel opment or commercialization and with similar commercial and m arket potential . In considering Product ’s commercia l potential [COMPANY] shall not consider payments requi red to be paid to [COMPANY] hereunder . Without limitin g the foregoing, such efforts shall include : ( a ) assignin g responsibilities for activities for which such Pa rty is responsible to specific employee(s ) who are held ac countable for the progress, monitoring and completi on of such activities in a timely manner, ( b ) setting and seek ing to reasonably achieve meaningful objectives for carrying out such activities, and ( c ) making and i m plementing reasonable decisions and allocating reso urces reasonably necessary or appropriate to advance prog ress with respect to and complete such objectives i n an expeditious manner, in each case, consistent with t he efforts and resources normally used by similarly situated Third Parties in the performance of [ * * * ] Certain information in this document has been omitted and filed separately with the Securities a nd Exchange Commission . Confidential treatment has bee n requested with respect to the omitted portions