definiens: means the following : ( a ) with respect to Dynavax, such efforts that areconsistent with the efforts and resources normally used by [ * ] in the exercise of its reasonable business discret ion relating tothe research, development and commercial progressio n of a potential pharmaceutical product owned by it or to which it hasexclusive rights, with similar product characterist ics as the relevant Compound or Product, which is o f similar marketpotential at a similar stage in its development or product life as the relevant Compound or Product, t aking into account issuesof patent coverage, safety and efficacy, product pr ofile, competitiveness of the marketplace, propriet ary position, [ * ], andprofitability ( including pricing and reimbursement status achieved or likely to be achieved ) ; and ( b ) with respect to [COMPANY], suchefforts that are consistent with the efforts and re sources normally used by [ * ] in the exercise of its reasonable businessdiscretion relating to the development and commerci alization of a prescription pharmaceutical product or over - the - counterproduct as appropriate owned by it or to which it h as exclusive rights, with similar product character istics as the relevantCompound or Product, which is of similar market pot ential at a similar stage in its development or pro duct life as the relevantCompound or Product, taking into account issues of patent coverage, safety and efficacy, product profi le, the competitivenessof the marketplace, the proprietary position, [ * ] and profitability ( including pricing and reimburse ment status achieved orlikely to be achieved )