definiens: means ( a ) with respect to the efforts to be expended by a Party with re spect to any objective, such reasonable, diligent and good faith efforts and resources, consistent with applicable Laws, as such Party would normally use to accomplish a similar objective under similar circumstances, and ( b ) with respect to any objective relating to Development, Regulatory Approval or Commercializat ion of a Licensed Product by a Party, the application by such Party, consistent with the exercise of its prudent scie ntific and business judgment, of diligent efforts and resources to fulfill the obligation in issue, consistent with the level of efforts su ch Party would normally devote to its own branded product at a similar stage in its product life as such Licensed Product and having profit potential comparable to that of such Licensed Product, taking into account, without limitation, scientific, deve lopment, technical, commercial and regulatory factors, target product profile s, product labeling, past performance, present and future market potential, presen t and future regulatory environment and competitive market conditions in the therapeu tic area, the safety and efficacy of a Licensed Product and the strength of its proprietary position, all based on conditions prevailing at the time such efforts are due