definiens: or ( each as defined in the ACE-011 Agreement ) activities in accordance with the ACE-011 Agreementwith respect to a or thereunder, [COMPANY] will be deemed to be in compliance withany Development or Commercialization obligations under this Agreement . [COMPANY] acknowledges that a decision to pursuethe scenario described in subsection ( b ) will not be made based primarily on [COMPANY] ’s payment obligations to Acceleronunder this Agreement or the ACE-011 Agreement, but rather will take into consideration such things as the resources as wouldnormally be exerted or employed by a similarly - situated biopharmacecutical company, product life, stage of development, safety and efficacy, development costs, operating costs, the anticipated prescription label, the nature of the product, theclinical setting in which the product is expected to be used, competitiveness of the marketplace, regulatory environment, thepatent or other proprietary position of the product, and other clinical, commercial, regulatory or manufacturing conditionsthen prevailing