definiens: means that level of efforts and resources consistent with the usual practice followed by a Party in the exercise of reasonable b usiness discretion relating to other pharmaceutical products owned by it or to which it has exclusive rights, wh ich are of similar market potential and at a simila r stage in development or product life, taking into account is sues of patent coverage, safety and efficacy, produ ct profile, the competitiveness of the marketplace, the proprie tary position of the compound or product, the regul atory structure involved, the profitability of the produc t ( including, without limitation, pricing and reimb ursement status achieved ), and other relevant factors, inclu ding without limitation technical, legal, scientifi c, and/or medical factors, provided that in the case of [COMPANY], such efforts shall not take into account the royalt ies or Net Profits owed by [COMPANY] to VALEANT or the availability to [COMPANY] of any Direct Competing Product or Indirect Competing Product and in the case of VALEANT, such efforts shall not take into account the royalties o r Net Profits received from [COMPANY] under this Agreement or t he availability to VALEANT of any Direct Competing Product or Indirect Competing Product