definiens: means the carrying out of obligations or88 tasks by a Party in a sustained manner using good faith commercially reasonable and djligent efforts,89 which efforts shall be consistent with the exercise of prudent scientific and business judgment in accor-90 dance with either ( a ) the efforts such Party devotes to products or research and developmeot projec - l ' of91 similar scientific and commercial potential, or ( b ) if such Party does not have and has not had any such92 products or projects, the efforts a peer company in the biopharmaceutical industry would devote, in ac-93 cordance with industry standards and praciices, to products or research and development projeCtsof simi-94 lar scientific and commercial potential, and subject in any event to any Prc - existing Obligations of such95 Party properly disclosed to the other Party in accordance herewith . For the avoidance of doubt, matters