definiens: means those diligent efforts consistent with the exercise of prudent scientific and business judgment that a company within the pharmaceutical industry would reasonably devote to a product of similar market potential or 2 . profit potential resulting from its own research efforts, based on conditions then prevailing, which in any event will include ( if applicable in the context of the provision of this Agreement where this term is used ): ( a ) promptly assigning responsibility for development and commercialization activities to specific employees who are held accountable for progress and monitoring such progress on an on - going basis, ( b ) setting and consistently seeking to achieve specific and meaningful objectives and timelines for carrying out such development and commercialization activities, ( c ) consistently making and implementing decisions and allocating resources designed to advance progress with respect to such objectives and timelines, and ( d ) employing compensation systems for its employees that are no less favorable than the compensation systems the applicable Party applies with respect to its other programs with products of similar market potential, in order to reasonably incentivize such employees to achieve such objectives