definiens: shall mean, ( i ) with respect to Uni versity, any clinical or research entity that is op erated or managed as a facility under the UPMC Health System, whether or not owned by University ( ii ) with respect to Licensee, any entity that controls, is c ontrolled by or is which shall be regarded as in co ntrol of another entity if it owns or controls at least fift y percent ( 50 % ) of the shares entitled to vote in t he election of directors of such entity or the ability otherwis e to elect or control ( through contract or otherwis e ) a majority of the board of directors ( or, in the cas e of an entity that is not a corporation, for the e lection of a corresponding managing authority ) . * * * 1.2 shall mean [ * * * ] e fforts consistent with the commercially reasonable and usual practice followed by [ * * * ] in pursuing the co mmercialization and marketing of similar products t o Licensed Products, taking into account safety and e fficacy, regulatory requirements and structure, and other relevant market factors