definiens: means, with respect to the efforts to be expended by any Party with respect to any objective, [ those reasonable, diligent, good faith efforts to accomplish such [ * J objective as such Party would wIder similar circumstances normally use to accomplish a similar [ * J objective under similar circwnstance sJ. With respect to any objective relating to the [ * J Development and/or Commercialization of a Product by any Party, means [ those efforts and resources normally used by such Party with respect to a similar pharmaceutical [ * J product owned or controlled by such Party which product is at a similar stage in its developme nt [ * J or product life and is of similar market potential in the applicable market ] taking into account [ * J [ efticacy, safety, approved labeling, the competitiveness of all products in the applicable market, [ * J the patent and other proprietary position of the product, the likelihood of regulatory approval [ * J given the regulatory structure involved, the profitability of the product including the royalties [ * J payable to licensors of patent or other intellectual property rights, alternative products and other [ * J relevant factors ] . Diligent Efforts shall be determined [ on a market - by - market and indication-[*J by - indication basis for a particular Product . and it is anticipated that the level of effort shall be [ * J different for different markets, and shall change over time, reflecting changes in the status of the [ * J Product and the market(s ) involved ] . Diligent Efforts requires a Party to : [ ( a ) promptly assign [ * J responsibi lity for such objectives to specific employee(s ) who are held accountable for the [ * J progress and monitor such progress on an on - going basis, ( b ) set and consistently seek to achieve [ * J specific and meaningful objectives for carrying out such obligations, and ( c ) consistent ly make [ * J and implement decisions and allocate resources designed to advance progress with respect to [ * J sllch objectives ] . [ * J 1.40 means the costs, excluding general corporate and administrative overhead, incurred by or on behalf of a Party that are directly attributabl e and reasonably allocated to the distribution of a Collaboration Product in the Field in the Territory for Commercialization purposes, including, unless otherwise determined by the JSC : ( a ) handling and transportation to fulfill orders with respect to a Collaboration Product in the Territory to the extent such costs are not included in one or more items listed in Section 1.92 ( a)­(d ) ; ( b ) cllstomer services, including order entry, billing and adjustments, inquiry and credit and collection with respect to a Collaboration Product in the Territory ; and ( c ) costs of storage and distribution of Collaboration Products for sale in the TelTitory . Distribution Costs shall be [ * J calculated in accordance with GAAP, consistently applied [ with allocations by a Party calculated in accordance with a methodology approved by the JSC ( which methodology shall be consistent [ * J [ * J with GAAP ) and based upon all similar activities conducted by such Party ( i.e., not to [ * J disproportionately allocate costs to distribution of a Collaboration Product when compared to [ * J similar costs for other distribution activities of such Party ) ]