definiens: means, with respect to the efforts to be expended bya Party or its Affiliate in conducting any activity or achieving any objective in connectionwith an activity or objective under the Agreement, reasonable, good - faith efforts to conductsuch activity or achieve such objective as such Party would normally devote to suchactivity or objective, based on all conditions then prevailing and taking into account allrelevant commercial, scientific and technical factors, including : ( a ) issues of efficacy, safety, and expected and actual approved labeling ; ( b ) the competitiveness of products sold byThird Parties in the marketplace ; ( c ) the expected and actual product profile of a LicensedProduct ; ( d ) patent and other proprietary positions ; ( e ) the likelihood of regulatory approvalof a Licensed Product given the regulatory structure involved, including the likelihood ofobtaining regulatory exclusivity ; and ( f ) the expected and actual profitability and return oninvestment