definiens: means, with respect to any Earn - Out Product, efforts of a Person to carry out its obligations in adiligent manner using such effort and employing such resources normally used by Purchaser and its Affiliates ( taken together ) relating to theresearch, development or commercialization of a product, that is of similar market potential at a similar stage in its development or product life, taking into account all scientific, commercial and other factors that Purchaser or its Affiliates would normally take into account, includingissues of market exclusivity ( including patent coverage, regulatory and other exclusivity ), safety and efficacy, product profile, expected costand time of development, the competitiveness of alternate products in the marketplace or under development, the launch or sales of a genericor biosimilar product, the regulatory structure involved ( including likelihood of regulatory approval ), and the profitability of the applicableproduct ( including pricing and reimbursement status achieved ) . Subject to the foregoing, shall not includethe initiation of any clinical trials for Vorasidenib or TIBSOVO that are not ongoing as of the date of this Agreement or any developmentactivities with respect to TIBSOVO outside of continuation of clinical trials ongoing as of the date of this Agreement . shall include efforts by Purchaser and its Affiliates to apply for and secure any eligible extensions for the Earn - Out PatentRight, including patent term extensions