definiens: shall mean the maximum commercial e ffort consistent with [COMPANY] 's prudent business judgment, and consiste nt with the market potential of Licensed Products relative to other products in [COMPANY] 's commercial portfolio . In connection with the foregoing, within thirty ( 30 ) days after [COMPANY] 's notice of exercise of its option under Section 3.4(a ) above, the Parties will establish a joint development and comm ercialization committee ( the ), to be comprised of two ( 2 ) representatives appointed and replaced by each Party . Such represen tatives will include individuals with expertise and responsibilities in the areas of product development and marketing, sales management or mark et research . The Commercialization Committee will meet as requested by either Party by notice to the other Party ( but in any event not more frequent ly than semi - annually ), at such times and locations as are reasonably acceptab le to the Parties . The Commercialization Committee shall monitor and revie w the development and commercialization of all Licensed Products and the Development Costs associated therewith . The Commercialization Committee shall al so monitor and review the marketing and sale of Licensed Products by Genentec h ( and its sublicensees ) under this Section 3.4 ( including, without limitati on, annual marketing and sales budgets, annual forecasts of sales and market ing plan, product positioning and campaign strategies, pricing, managed care cont ract strategies and trademarks ) . In addition, if [COMPANY] notifies Genent ech that [COMPANY] believes, in good faith, that [COMPANY] is falling to exercise d ue diligence hereunder in a specified portion or portion(s ) of the Territory, t he Commercialization Committee shall review [COMPANY] 's due diligence he reunder . The Commercialization Committee will operate by consens us, and if it is unable to resolve a dispute regarding any issue presented to it, such dispute shall be resolved in accordance with Section 11.5 below ; pro vided, however, that [COMPANY] shall have the burden of demonstrating [COMPANY] 's lack of due diligence hereunder . Subject to the foregoing, [COMPANY] 's fa ilure to exercise due diligence hereunder shall be considered a material default by [COMPANY] of this Agreement, giving [COMPANY] the right, in its sole dis cretion, to elect to convert [COMPANY] 's exclusive license to a non - exclusive li cense to [COMPANY], effective thirty ( 30 ) days after notice from [COMPANY] to Genent ech unless [COMPANY] shall have cured its default within such thirty 11 < PAGE > 15 ( 30)-day period . The Commercialization Committee ( i f any ) automatically will cease to operate upon the expiration of the term of this Agreement