definiens: means, ( a ) with respect to the efforts and resources to be expended by [COMPANY] with respect to any objective, a ctivity or decision to be undertaken with respect t o the Research, Development, Manufacture or Commercializa tion of a Research Compound, Selected Research Compound, Research Product, Selected Research Produ ct, Licensed Compound or Licensed Product, the reasonable efforts and resources to accomplish such objective, activity or decision that would be comp arable with the efforts and 5 resources that [COMPANY] would normally use in the exe rcise of its reasonable business discretion to acco mplish a similar objective, activity or decision with respec t to its own internally developed compound or produ ct that is at a similar stage in its development or product life, is in a similar therapeutic and disease area and i s of similar market potential taking into account all relevant f actors ( including legal, medical, scientific, techn ical and commercial factors ), including : ( i ) the potential p rofitability of the product, ( ii ) the costs and ris ks of Developing, Manufacturing, having Manufactured, using and Comme rcializing the product, ( iii ) scientific, safety an d regulatory concerns, ( iv ) product profile, ( v ) the competitiveness of the marketplace and ( vi ) the pro prietary position of the product ; and ( b ) with respect to th e efforts and resources to be expended by Voyager w ith respect to any objective, activity or decision to be undert aken with respect to the Research or Development of a Research Compound, Selected Research Compound, Research Prod uct, Selected Research Product, Licensed Compound o r Licensed Product, such reasonable and good faith ef forts and resources to accomplish such objective, a ctivity or decision that would be comparable with the efforts and resources normally used in the biotechnology in dustry for research and development of novel biopharmaceutical products at a similar stage in development without regard to the particular facts and circumstances of Voyage r