definiens: means having S ALES of LICENSED PRODUCTS in such jurisdiction ; ( 2 ) means having SALES of LICENSED PRODUCTS or an effective, ongoing and acti ve research, development, manufacturing, marketing or sales program as appropriate, directed toward obtai ning regulatory approval, and/or production and/or SALES of LICENSED PRODUCTS in any jurisdiction in accordance with LICENSEE ’s business, legal, medical and scientific judgment and LICENSEE ’s normal practices and procedures for products having similar technic al and commercial potential ; and ( 3 ) means diligence that is, in LICENSEE ’s good faith judgment, commercially and scientifically reasonable with res pect to the relevant geographical region(s ) and LIC ENSED PRODUCT(s ), it being expressly understood and agree d that it shall not constitute a failure of reasona ble diligence if LICENSEE does not attempt to commercialize, does not commercialize, or ceases efforts to do so, in any region and with respect to any LICENSED PRODUCT where such commercialization would require a license of right s from a third party, which rights LICENSEE is unable to secure on commercially reasonable terms after h aving made a good faith effort to do so