definiens: means, with respect to a Party, the efforts and resources normally applied by such Party to its other programs and products of simil ar commercial potential at a similar stage in its product life, but no less than a sustained, continued and active commitment of efforts and resources ( financial and otherwise ) consistent with those normally applied in the medical device industry for novel, high -priority programs and products of similar commercial potential, provided that the determination of efforts and resources applied ( or to be applied ) by [COMPANY] shall not take into consideration any of the payments made or to be made ( including the pos sibility thereof ) by [COMPANY] to Verily under this Agreement . Without limiting the foregoing, Commercially Reasonable Efforts shall require the applicable Party to : ( a ) promptly assign responsibilities for activities for which it is responsible to specific e mployee(s ) who are held accountable for the progress, monitoring and completion of such activities, ( b ) set and consistently seek to achieve meaningful objectives for carrying out such activities, and ( c ) consistently make and implement decisions and alloc ate the full complement of resources necessary or appropriate to advance progress with respect to and complete such objectives in an expeditious manner