definiens: means the use of by a Party of its or its AffiliateS ' resources in a manner which is consistent with the exercise of reasonable and prudent scientific and business judgment as applied to other programs of Athena or [COMPANY], as the case may be, targeting products aimed at markets or patient groups of similar sizes and of similar scientific and commercial Potential . With respect to any Development Compound, shall also require Athena or its Affiliates · to use commercially reasonable efforts to conduct all necessary preclinical studies and to ftle an IND for such Development Compound within two ( 2 ) . years from the date upon which Athena has designated such Development Compound from any Active Compound or its Derivatives . For pwposes of this Agreement, failure to exercise Due Diligence by any Party shall be established if such Party receives written notice describing such failure and does not cure such failure within ninety ( 90 ) days of the receipt of such notice