definiens: means ( i ) in the case of [COMPANY], that level of efforts and resources consistentwith the usual practice followed by [COMPANY] and its Affiliates in the exercise of reasonable business discretion relating toother pharmaceutical products owned by it or to which it has exclusive rights, which is of similar market potential and at asimilar stage in development or product life, and ( ii ) in the case of Prometheus, that level of efforts and resources consistentwith such efforts and resources as would normally be exerted or employed by a similarly - situated pharmaceutical company fora product of similar market potential and at a similar stage in development or product life . Such level of efforts shall take intoaccount issues of patent coverage, safety and efficacy, product profile, the competitiveness of the marketplace, the proprietaryposition of the compound or product, the regulatory structure involved, the profitability of the products ( including, withoutlimitation, pricing and reimbursement status achieved ), and other relevant factors, including without limitation technical, legal, scientific, and/or medical factors