definiens: and have the meanings given such terms under Section 13(d ) and 14(d ) of theUnited States Securities Exchange Act of 1934 and the term includes any group acting for the purpose of acquiring, holding or disposing ofsecurities within the meaning of Rule 13d-5(b)(1 ) under the said Act, ( b ) a shall be determined in accordance with Rule 13d-3 under theaforesaid Act, and ( c ) the terms and shall have meanings correlative to that of 1.12 shall mean, with respect to a Party, those reasonable efforts and diligence in the research, development andcommercialization of a Product, as applicable, such reasonable efforts and diligence to be in accordance with the efforts and resources commonly usedin the research - based pharmaceutical industry for an internally - developed product of similar commercial potential at a similar stage in such Party’slifecycle, taking into consideration such Product ’s safety and efficacy, its cost to develop, the competitiveness of alternative products, the demand inthe marketplace, its proprietary position, the likelihood of regulatory approval, and the expected profitability of the Product