definiens: means, with respect to a Party ’s obligations under this Agreement, with respect to each Licensed Product, t he level of efforts required to carry out a task in a diligent and sustained manner without undue interruption, pa use or delay, which level is at least commensurate with the level of efforts that a similarly situated biopharm aceutical company, of similar size and resources, w ould devote to a product of similar commercial and market poten tial and at a similar stage of development or commercialization and having similar commercial and scientific advantages and disadvantages resulting from such company ’s own research efforts ( i.e . explicitly ignoring the upfront, milestone, and r oyalty payments, but including payments for product supply and other pay ments related to the Co - Promotion Agreement due to BIAL under this Agreement ), taking into account all rele vant factors, including ( without limitation ) Patent coverage, safety, efficacy, product profile, competitiveness of the marketplace, proprietary position and profit ability