definiens: means, with respect to the achievement of the Milestone, carrying out those obligations andtasks in good faith and in a manner that comprises a level of effort and expenditure of resources that is consistentwith commercially reasonable practices normally and typically devoted by a company, in the exercise of itscommercially reasonable discretion, within the pet therapeutics industry of comparable size and resources to theCompany, relating to development of, seeking regulatory approval of or commercializing, as applicable, a similarproduct or product candidate, as applicable, at a similar stage in its development or product life as the applicableProduct, taking into account, without limitation, issues of safety and efficacy, market potential, anticipated pricing andreimbursement rates, costs, expected profitability ( including development costs, intellectual property defense costs, distribution and logistics and all other costs associated with the applicable Product ), labeling, pricing reimbursement, methods of distribution, the competitiveness of alternative products in the marketplace or under development, marketexclusivity ( including the patent, regulatory and other proprietary position of such Product ), the applicable regulatoryenvironment and relevant commercial, financial, 2 technical, legal, scientific and/or medical factors ; provided, however, that neither ( i ) the potential payment of theMilestone under this Agreement, nor ( ii ) the development or commercialization by Parent or its Affiliates of anyCompeting Product shall be taken into account by Parent in determining the level of efforts to be asserted to achievea Milestone . For purposes hereof, means any product that may reasonably be deemed tocompete with the Product . For the avoidance of doubt, a failure to achieve the Milestone may still be consistent withDiligent Efforts