definiens: means, with respect to the efforts to be expended by any Person with respect to anyobjective or obligation, such reasonable, diligent, good faith efforts to accomplish such objective or obligation as wouldnormally be used in the biopharmaceutical industry or by a non - profit research institution, as the case may be, to accomplish asimilar objective or meet a similar obligation under similar circumstances . With respect to any objective or obligationrelating to the Commercialization, or relating to obtaining Regulatory Approval, of a product by any Person, means such efforts and resources as would normally be used by a Person in the biopharmaceutical industry or a non - profit research institution, as the case may be, similarly situated to the applicable Party, and with respect to a similarly situatedproduct which is of similar market potential at a similar stage in the development or life of such product, taking into accountissues of target indications, safety, efficacy, product profile, the competitiveness of the marketplace, the proprietary positionof the product, the regulatory structure involved, profitability of the product and other relevant commercial factors . IAVI shallbe considered a non - profit research institution for purposes of this definition