definiens: means the efforts that would be expended, consistent with customary practices by specialty pharmaceutical companies of similar size to the Acquiring Party, similarly situ ated to the Acquiring Party and carrying on a business similar to the business of the Acquiring Party, in pursuing the development and approval of their own Pharmaceutica l Products that ( as of the time such efforts would be expended ) have market potential, profit potential a nd strategic value similar to that of Aeroquin, and are at a stage of development and/or product life that is si milar to that of Aeroquin, taking into account ( bas ed on all facts and circumstances existing as of the time suc h efforts and/or resources would be used ) all relev ant factors including the Efforts Factors . Without limiting the activities that may constitute t he Acquiring Party shall be conclusively deemed to have used throughout a period if the Acquiring Party and/or its Affiliates individually or collectively expend at least $ [ * * * ] relating to the clinical development, registration and/or commercialization of Aeroquin a nd / or any Aeroquin - Related Products throughout such period ( it being understood that : ( 1 ) this sentence consti tutes a for determining whether have been used, ( 2 ) this sentence does not create o r imply any spending or other obligation on the par t of any Person or otherwise suggest or establish any standa rd for measuring whether have been used at any time or during any period and ( 3 ) the obligatio n to use Market Efforts may be satisfied without th e expenditure of any particular amount of funds )