definiens: shall mean, with respect to the efforts to be expended by a Party with respect to the objective that is the subject of such efforts, reasonable, good faith efforts and resources to accomplish such objective that such Party would normally use to accomplish a similar objective under similar circumstances, it being understood and agreed that, with respect to Exploitation of a Licensed Product by Licensee, such efforts shall be similar to those efforts and resources consistent with the usual practice of Licensee in pursuing the development or commercialization of pharmaceutical products owned by it or to which it otherwise has rights that are of similar market potential as such Licensed Product, taking in to account its safety and efficacy, its cost to develop, the competitiveness of alternative products and the nature and extent of market exclusivity ( including Patent coverage and regulatory exclusivity ), the likelihood of obtaining Regulatory Approval, including the expected or actual Product Labeling, its expected or actual pricing, reimbursement and formulary status, its expected or actual profitability, including the amounts of marketing and promotional expenditures with respect to such Licensed Product, the likelihood, timing or existence of Generic Versions and all other relevant factors with respect to such market