definiens: means, with respect to the efforts to be expended, or considerations to beundertaken, by a Party or its Affiliate with respect to any objective, activity or decision to be undertaken hereunder, reasonable, good faith efforts to accomplish such objective, activity or decision as such Party would normally use toaccomplish a similar objective, activity or decision under similar circumstances, it being understood and agreed thatwith respect to the Development, Manufacture, seeking and obtaining Regulatory Approval, or commercialization of aCompound or a Product, such efforts and resources shall be consistent with those efforts and resources commonlyused by a Party under similar circumstances for similar compounds or products owned by it or to which it has similarrights, which compound or product, as applicable, is at a similar stage in its development or product life and is ofsimilar market potential taking into account : ( a ) issues of efficacy, safety, and expected and actual approved labeling,(b ) the expected and actual competitiveness of alternative products sold by Third Parties in the marketplace, ( c ) theexpected and actual Product profile of the Compound or the Product, ( d ) the expected and actual patent and otherproprietary position of the Compound or the Product, ( e ) the likelihood of Regulatory Approval given the regulatorystructure involved, including regulatory or data exclusivity, ( f ) the expected and actual profitability and return oninvestment of the Compound or the Product, or other compounds or products in a Party ’s portfolio of compounds orproducts, taking into consideration, among other factors, expected and actual ( 1 ) Third Party costs and expenses,(2 ) royalty, milestone and other payments whether paid to [COMPANY] pursuant to this Agreement or to ThirdParties, and ( 3 ) the pricing and reimbursement relating to the Product(s )