definiens: shall mean, with respect to the Licensee ’s obligations under thisAgreement with respect to a Product, the use of such efforts and employment of suchresources:(i)as would normally be used or employed by a reasonable Third Party company having, together with its Affiliates, similar financial and other resources as the Licensee togetherwith its Affiliates;(ii)for a product of similar market potential at a similar stage of its product life as the relevantProduct;(iii)when utilizing sound and reasonable scientific, medical, and business judgment todevelop and commercialise such product in a timely manner;(iv)taking into account relative safety and efficacy, product profile, the competitiveness of themarketplace and the market potential of such7product, the nature and extent of market exclusivity, including patent coverage andregulatory data protection, price and reimbursement status, and all relevant factors;(v)but in all cases without taking into account the fact that an alternative competing productis being developed or commercialised by or on behalf of such reasonable Third Partycompany or one of its Affiliates or sublicensees