definiens: shall mean, with respect to Buyer ’s efforts to cause the Milestone Events to occur, a levelof efforts consistent with the efforts Buyer typically devotes to a product of similar market potential, resulting from its ownresearch efforts, at a similar stage in its development or product life, taking into account conditions then prevailing, includingits safety and efficacy, product profile, cost to develop, cost and availability of supply, the time required to completedevelopment, the competitiveness of the marketplace, the Buyer ’s patent position with respect to such product ( including theBuyer ’s ability to obtain or enforce, or have obtained or enforced, such patent rights ), the third - party patent landscaperelevant to the product, the regulatory structure involved, the likelihood of regulatory approval, the anticipated or actualprofitability of the applicable product, and other technical, legal, scientific and medical considerations . Buyer shall notconsolidate with or merge into any other Person, assign, convey, transfer, license or lease its properties and assets substantiallyas an entirety to any Person or assign, convey, transfer, license or lease substantially all the Transferred Assets or substantiallyall the assets of the Program as operated by Buyer following the Closing Date, to any Person, unless : ( i ) such Person hasexpressly assumed the obligation to pay all Royalty Payments when due and each previously unpaid Milestone Payment whendue and the obligation to perform every other duty and covenant of Buyer under this Agreement ; provided, however, that anysuch Person that receives rights in 23.respect of one or more geographic regions, but not the entire world, will not be liable for the payment of Royalty Paymentswith respect to Net Sales outside of such geographic region(s ), worldwide Net Sales Milestone Payments, or RegulatoryMilestone Payments for Milestone Events occurring outside of such geographic region(s ) ; and ( ii ) in the event Buyer conveys, transfers, licenses or leases its properties and assets in accordance with the terms and conditions of this Section 2.14(a ), Buyershall remain liable for the payment of Royalty Payments when due and each previously unpaid Milestone Payment when dueand the performance of every duty and covenant of Buyer under this Agreement