definiens: means, with respect to the performance of Develop ment or Commercialization activities with respect to a Lice nsed Product by a Party, the carrying out of such a ctivities using efforts and resources comparable to the efforts and resources that a reputable pharmaceutical company ( in the case of [COMPANY] ) and a reputable biotechnology comp any ( in the case of Silence ) of the size and resour ces of the relevant Party acting in good faith would typically devote to similar compounds or products of similar market potential at a similar stage in development or prod uct life taking into account all relevant factors, as measured by the facts and circumstances at the time such effort s are due, including stage of development ; efficacy, safety and adverse event profile of the product, including rel ative to competitive products in the marketplace ; a ctual or anticipated Regulatory Approval ; labeling ; the natu re and extent of market exclusivity ( including pate nt coverage, proprietary position and regulatory exclusivity ) ; t he cost and time required for and likelihood of obt aining Regulatory Approval ; and, in respect of Commerciali zation, the size of the possible patient population for the product given its authorized uses ; the promotion se nsitivity of the product and the relative level of clinical acceptance of the product ; the nature, size and res ources of any competition to the product and the re lative differentiation of the - 6 - product versus any competitive offerings ; the relat i ve difficulties associated with achieving insuranc e and other payor coverage for the product ; the relative diffic ulties associated with achieving formulary acceptan ce for the product ; the resources available to [COMPANY] to market and sell the product to the relevant target audience ; and the pricing and reimbursement dynamics associated with the product