definiens: means, with respect to the efforts to be expended by a Party withrespect to any objective, including Development or Commercialization of the Compound or the Product, thosereasonable good faith efforts and resources to accomplish such objective that a similarly - situated company within thebiopharmaceutical industry would typically devote to a similar objective under similar circumstances, in each casetaking into account all Relevant Factors in effect at the time such efforts are to be expended, and in the case of theDevelopment, Regulatory Approval, Pricing and Reimbursement Approval or Commercialization of the Product orCompound in the Territory, those efforts typically devoted to such activities by a similarly - situated company within thebiopharmaceutical industry in the relevant country with respect to a compound, product or product candidate which isof similar market potential in such country and which is at a similar stage in its development or product life cycle asthe Product or Compound, in each case taking into account all Relevant Factors in effect at the time such efforts areto be expended