definiens: means : ( a ) where applied to carrying out specific tasks and obligationsof a Party under this Agreement, expending reasonable, diligent, good faith efforts and resources to accomplish suchtask or obligation as such Party ( on its own or acting through any of its Affiliates, sublicensees or subcontractors)would normally use to accomplish a similar task or obligation under similar circumstances ; and ( b ) where applied toDevelopment, Manufacture or Commercialization of a Product, the use of reasonable, diligent, good faith efforts andresources, in an active and ongoing program, as normally used by similarly - situated companies with respect to acompany product having comparable commercial potential, stage of development, medical / scientific, technical andregulatory profile, and License Agreement SIIL - [COMPANY] – EXECUTION VERSION Page 2intellectual property protection, taking into account all Commercially Relevant Factors at the time such efforts are tobe expended