definiens: means, with respe ct to the performing Party under this Agreement, the carrying out of obligations of such Party in a diligent, expeditious and sustained mann er with efforts and resources that are consistent with the efforts and resources typically used by biopharmace utical companies of similar size and resources as such Par ty in the exercise of its commercially reasonable b usiness practices with respect to the Development, Manufact ure or Commercialization of products ( as applicable ) that are wholly owned by such biopharmaceutical companies an d having market potential, profit potential and str ategic value and of a stage in Development or product life comparable to that of Licensed Product(s ), includi ng reasonably necessary personnel, based on conditions then prevailing and taking into account issues of safety and efficacy, product profile, difficulty in Developing such Licensed Product, competitiveness of alternat i ve Third Party products in the marketplace, the patent or ot her proprietary position of such Licensed Product, the regulatory structure involved and the potential profitability of such Licensed Product, as applicable