definiens: means, with respect to a Party in the performance of its obligationshereunder in relation to Products, the application by or on behalf of such Party of a level of efforts that a similarly - situated pharmaceutical or biotechnology company, as the case may be, would apply to such activities in relation to asimilar pharmaceutical product 5 [ * * * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.EXECUTION VERSIONCONFIDENTIAL owned by it or to which it has exclusive rights, which product is at a similar stage in its development or product lifeand is of similar market potential and strategic value ( in each case as compared to the Product ) taking into accountefficacy, safety, expected labeling, the competitiveness of alternative products in the marketplace sold by ThirdParties, the patent and other proprietary position of the product, the likelihood of regulatory approval given theregulatory structure involved, the expected and actual profitability of the product including the royalties payable tolicensors, and other relevant factors, based on conditions then prevailing . shallrequire that such Party : ( a ) assign responsibility for such obligations to qualified personnel, set annual goals andobjectives for carrying out such obligations, and monitor and hold personnel accountable for progress with respect tosuch goals and objectives ; ( b ) set and seek to achieve specific objectives for carrying out such obligations ; and(c ) make and implement decisions and allocate resources ( including budgets ) designed to diligently and in good faithadvance progress with respect to such objectives, subject to the preceding sentence . For clarity, [COMPANY] ’ ceasingthe Development of a Product in a country shall not be deemed to be the use of Commercially Reasonable Efforts insuch country